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Execution Version                            EXECUTIVE EMPLOYMENT AGREEMENT      AMONG      PRIORITY TECHNOLOGY HOLDINGS, INC.    AND    Timothy O’Leary      September 19, 2022   DocuSign Envelope ID: 990B413D-2D54-42EB-9C0F-5AC8667A8991 





 






   - 2 -  EXECUTIVE EMPLOYMENT AGREEMENT   THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) by and among  Priority Technology Holdings, Inc., a Delaware corporation with its principal place of business  located at 2001 Westside Parkway, Suite 155, Alpharetta, Georgia 30004 (“PRTH”), and Timothy  O’Leary, an individual resident of Fulton County, Georgia (“Employee”) is entered into and  effective as of the 19th day of September, 2022 (the “Effective Date”). PRTH and You are  collectively referred to herein as the “Parties”.   Further, for purposes of this Agreement, the  services provided pursuant to this Agreement are to be performed for the benefit of PRTH and its  Subsidiary Affiliates, which are collectively referred to herein as the “Company”, as applicable.   “Subsidiary Affiliate” means, with respect to PRTH, any corporation, limited liability company,  partnership, firm, joint venture, association, joint-stock company, trust, unincorporated  organization, governmental body or other entity that is, directly or indirectly, controlled by or  under common control with PRTH.    WHEREAS, PRTH desires to continue to employ Employee on and after the Effective  Date and to enter into this Agreement with Employee embodying the terms of such employment;  and  WHEREAS, Employee desires to continue to accept such employment by entering into  this Agreement with the Company.   NOW, THEREFORE, in consideration of the mutual covenants and promises contained  herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby  acknowledged, the Parties agree as follows:  1. Term of Employment. Employee is employed by the Company as its Chief  Financial Officer as of the Effective Date.   PRTH hereby agrees to employ Employee, and  Employee hereby accepts such employment with PRTH, upon the terms and subject to the  conditions set forth in this Agreement, for a period commencing on the Effective Date and  continuing for an initial term of three (3) years with automatic successive one-year extension terms  thereafter unless earlier terminated in accordance with the provisions of Section 5 (the  “Employment Term”).  2. Title; Duties. Employee shall serve as the Chief Financial Officer. Employee shall  report to Chief Executive Officer (“CEO”).  Employee shall provide such management updates,  division performance updates, personnel and operational updates, and any such other updates or  business performance reports as reasonably requested by the CEO.  Employee further agrees to  devote substantially all of Employee’s working time and attention on a full time basis to such  duties and responsibilities, except for PTO, absence for sickness or similar disability in accordance  with the Company’s existing policies and practices, and reasonable amounts of time spent  performing services for any charitable, religious, or community organizations, so long as such  services do not interfere with the performance of Employee’s duties under this Agreement.  DocuSign Envelope ID: 990B413D-2D54-42EB-9C0F-5AC8667A8991 





 






   - 3 -  3. No Conflicting Commitments. Employee will not enter into any employment or  consulting agreement that, in the opinion of the Board, conflicts with the Company’s interests or  that might impair the performance of Employee’s duties as an employee of the Company consistent  with the terms of this Agreement.  4. Compensation and Benefits.  4.1. Salary & Bonus.   (a) Base Salary. The Company shall pay Employee for Employee’s  services hereunder a base salary at the initial annual rate of Four Hundred Thousand  Dollars ($400,000), payable in regular installments in accordance with the Company’s  usual payment practices and subject to annual review and increase. Such amount (as it may  be increased from time to time) shall be referred to herein as the “Base Salary.” The  Company will review the Base Salary of Employee at least annually and may increase (but  not decrease other than pursuant to across-the-board reductions for all or substantially all  employees or personnel similarly situated) the Base Salary based upon the past and  projected performance of the Company.  (b) Bonus.  Beginning with calendar years commencing on and after  January 1, 2022, Employee will be eligible to receive an annual bonus during the  Employment Term (“Bonus”).  The target Bonus for each calendar year shall be sixty five  percent (65%) of Employee’s Base Salary with the actual amount to be based on the level  of achievement of individual and Company performance criteria established by the Board  for such calendar year and paid out as approved by the Board.  Employee will not be  eligible to receive any Bonus if Employee is not employed on the last day of the calendar  year for which the Bonus is to be paid, except as provided in Section 5 below. The Bonus  will be subject to all applicable withholdings and will be paid no later than sixty (60) days  after the end of the applicable calendar year.    (c) Equity Incentive.  Equity Incentive.  During the Employment  Term, Employee shall be eligible to participate in the PRTH Equity Incentive Plan,  under the terms and conditions set forth in the PRTH Equity Incentive Plan.  The  Company and the Employee shall enter into a restricted stock unit (RSU) award  agreement (the “Award Agreement”) pursuant to which the Employee receives the right  to earn up to Six Hundred Thousand Dollars ($600,000) worth of Restricted Stock Units  annually (based on current market value of the Company’s shares on each grant date),  with each annual issuance of Restricted Stock Units subject to a three (3) year vesting  schedule as set forth in the Award Agreement (such shares, the “Restricted Stock Unit  Award”).  Employee and the Company will negotiate in good faith to resolve and  execute any applicable PRTH Equity Incentive Plan documents, including any  applicable Restricted Stock Unit Award Agreements, within ninety (90) days of the  execution of this Agreement.  Any Restricted Stock Unit Award Agreement will be in  substantially the form as that attached as Exhibit D.  DocuSign Envelope ID: 990B413D-2D54-42EB-9C0F-5AC8667A8991 





 






   - 4 -  (d)  Notwithstanding the foregoing or anything in this Agreement or  the PRTH Equity Incentive Plan to the contrary, the unvested portion of any outstanding  Restricted Stock Unit award granted to Employee under the PRTH Equity Incentive Plan  shall immediately and automatically become one-hundred percent (100%) vested upon  the closing of any go-private transaction that causes all of the equity to cease to be  publicly traded on Nasdaq or any other public stock exchange or in the event of a  Change of Control of the Company.  For purposes of this definition, a “Change of  Control” shall have such meaning as defined in the Company’s Credit and Guaranty  Agreement with Truist Bank dated April 27, 2021, as amended from time to time (the  “Truist Agreement”).  4.2. Employee Benefits. Subject to any contributions therefor generally required  of employees of the Company, Employee shall be entitled to receive such employee benefits  (including fringe benefits, 401(k) plan participation, and life, health, dental, accident and short-  and long-term disability insurance) that the Company may, in its sole and absolute discretion, make  available generally to its employees or personnel similarly situated; provided that, Employee  acknowledges and agrees that any such employee benefit plans may be altered, modified or  terminated by the Company in accordance with their terms at any time in its sole discretion without  recourse by Employee.  4.3. Paid Time Off. Employee shall be entitled to paid time off (“PTO”), accrued  in accordance with the Company’s existing policies and practices, provided that such PTO shall to  be taken at such time or times as shall be mutually convenient for the Company and Employee.   4.4. Business Expenses and Perquisites. Upon delivery of adequate  documentation of expenses incurred in accordance with the policies and practices of the Company  as may from time to time be in effect, Employee shall be entitled to reimbursement by the  Company for reasonable travel and other business expenses incurred by Employee in the  performance of Employee’s duties hereunder.  4.5. Certain Other Matters. In connection with this Agreement, Employee shall  execute and deliver the Employee Confidentiality, Assignment of Inventions, and Non-Solicitation  Agreement (the “Non-Solicitation Agreement”) attached as Exhibit A.  4.6. Taxes. All of Employee’s compensation, including, without limitation, the  Base Salary and Bonus, shall be subject to withholding for all applicable federal, state and local  employment-related taxes, including income, social security, and similar taxes.  5. Termination.  5.1. Termination by the Company. The Company may terminate Employee’s  employment hereunder at any time with or without cause to be effective immediately upon delivery  of notice thereof. The effective date of Employee’s termination shall be referred to herein as the  “Termination Date.” If Employee’s employment is terminated by the Company pursuant to this  Section 5.1, the Company shall pay Employee all earned but unpaid Base Salary prior to the  DocuSign Envelope ID: 990B413D-2D54-42EB-9C0F-5AC8667A8991 





 






   - 5 -  Termination Date and, if consistent with the Company’s then-current policies and practices, the  cash value of any accrued but unused PTO as of the Termination Date (collectively, “Accrued  Obligations”).  (a) Without Cause Termination. In the event Employee’s employment  is terminated during the initial term of this Agreement by the Company or surviving  companies (i.e., if the Company is acquired), in addition to the Accrued Obligations, for  reasons other than for cause pursuant to Section 5.1(b) below, the Company shall also pay  Employee (in increments according to the Company’s normal payroll schedule) the Base  Salary for a period of six (6) months following the Termination Date and the earned but  unpaid portion of the Bonus for the calendar year preceding the calendar year in which the  Termination Date occurs (collectively, the “Severance Package”), provided that Employee  satisfies the conditions set forth at the end of this paragraph (the “Severance Conditions”).  Employee shall not be eligible for the Severance Package unless and until twenty-eight  (28) days (including a seven-day revocation period) after Employee has first satisfied and  continues to satisfy the following Severance Conditions: (1) Employee is in compliance  with the Non-Solicitation Agreement; (2) Employee is in compliance with all of  Employee’s obligations under this Agreement; and (3) Employee executes and delivers a  waiver and general release of claims in favor of the Company and its affiliates substantially  in the form of Exhibit B.  (b) For Cause Termination. In the event Employee’s employment is  terminated “for cause” (defined below) by the Company under this Section 5.1(b), the  Company shall pay Employee only the Accrued Obligations. For purposes of this  Agreement, “for cause” means: (i) Employee’s arbitrary, unreasonable or willful failure to  perform, in any material respect, the duties and responsibilities required hereunder and  assigned by the CEO from time to time (including, without limitation, continuous  constructive collaboration with the Executive Chairman and other members of the  management team) that is not cured by Employee within ten days after the first notice from  the Company specifying the nature of the default in reasonable detail (i.e., how Employee  has failed to perform or comply) or, if the default cannot be cured within such ten-day  period, failure of Employee within such ten-day period to commence and pursue curative  action with reasonable diligence; (ii) Employee’s gross negligence or willful misconduct  in the performance of Employee’s duties under this Agreement; (iii) Employee’s  commission of an act constituting fraud, embezzlement, breach of any fiduciary duty owed  to the Company or its shareholders or other material dishonesty with respect to the  Company; (iv) Employee’s conviction of, or the filing of a plea of nolo contendere or its  equivalent, with respect to a felony or any other crime involving dishonesty or moral  turpitude; (v) substance abuse (for the purposes of this agreement substance abuse is the  use of alcohol or illegal substances including misuse of otherwise legally obtained  medications that otherwise interferes with Employee’s ability to perform the functions of  the position) that is materially injurious to the Company (whether from a monetary  perspective or otherwise); or (vi) Employee’s material breach of Employee’s obligations  under this Agreement or the Non-Solicitation Agreement that is not cured by Employee  DocuSign Envelope ID: 990B413D-2D54-42EB-9C0F-5AC8667A8991 





 






   - 6 -  within ten days after the first notice from the Company specifying the nature of the default  in reasonable detail (i.e., how Employee has failed to perform or comply) or, if the default  cannot be cured within such ten-day period, failure of Employee within such ten-day period  to commence and pursue curative action with reasonable diligence and to the reasonable  satisfaction of the Company.  5.2. Termination by Employee; Deemed Termination. Employee’s employment  hereunder may be terminated by Employee at any time upon not less than ninety (90) days’ prior  written notice from Employee to the Company. Employee agrees that such notice period is  reasonable and necessary in light of the duties assumed by Employee pursuant to this Agreement  and fair in light of the consideration Employee is receiving pursuant to this Agreement. In the  event of such notice by Employee, the Company may limit the Employee’s activities during the  notice period or the Company may impose any other restrictions it deems necessary and  reasonable, including relieving Employee of all duties during the notice period.   (a) Termination for Good Reason. Notwithstanding the foregoing,  Employee shall be deemed to have terminated Employee’s employment with the Company  for “good reason” and, in such case, in addition to the Accrued Obligations, Employee shall  be entitled to the Severance Package (provided Employee satisfies the Severance  Conditions) in the event any of the following occurs and Employee provides to the  Company Notice of Termination (as defined in Section 5.3) during the time frame specified  above or, if later, after any applicable cure period: (i) the Company reduces Employee’s  Base Salary or benefits (other than in connection with a proportional reduction of the base  salaries or benefits in excess of twenty percent (20%) of all executive employees of the  Company); or (ii) the Company materially breaches any of Sections 4.1 through 4.4 hereof;  provided that any of the events described in clauses (i) or (ii) of this Section 5.2(a) shall be  deemed termination for “good reason” only if the Company fails to cure such event within  ten days after a written notice is delivered by Employee to the Company specifically  identifying the event that may be deemed termination for “good reason” pursuant to this  Section 5.2(a) or, if the default cannot be cured within such ten-day period, failure of the  Company within such ten-day period to commence and pursue curative action with  reasonable diligence and to the reasonable satisfaction of Employee.  (b) Termination Without Good Reason. In the event Employee  terminates Employee’s employment with the Company without “good reason” (as defined  in Section 5.2(a)), the Company shall only pay Employee the Accrued Obligations.   5.3. Notice of Termination.  Any termination of employment by the Company  or Employee shall be communicated by written Notice of Termination to the other Party in  accordance with Section 9 hereof. For purposes of this Agreement, a “Notice of Termination”  means a notice that shall indicate the specific termination provision in this Agreement relied upon  and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for  termination of employment under the provision so indicated.  DocuSign Envelope ID: 990B413D-2D54-42EB-9C0F-5AC8667A8991 





 






   - 7 -  5.4. Survival. The provisions of Sections 4, 5, and 6 hereof and the Non- Solicitation Agreement shall survive the termination of this Agreement.  6. Confidentiality Agreement. In connection with this Agreement, Employee has  executed the Non-Solicitation Agreement, which is incorporated herein by reference and made a  part of this Agreement.   7. Return of Company Property. Employee agrees that upon termination of  Employee’s employment hereunder, Employee shall return immediately to the Company any  proprietary materials, any materials containing Confidential Information (as defined in the Non- Solicitation Agreement) and any other Company or Company affiliate’s property then in  Employee’s possession or under Employee’s control, including without limitation all notes,  customer, voluntary benefits carrier, employer, employee and broker lists and contact information,  drawings, memoranda, magnetic disks or tapes, or other recording media containing such  Confidential Information, whether alone or together with non-confidential information, all  documents, reports, files, memoranda, records, software, credit cards, door and file keys,  telephones, personal digital assistants, computers, tablet devices, computer access codes, disks and  instructional manuals, or any other physical property that Employee received, had access to,  prepared, or helped prepare in connection with Employee’s employment under this Agreement.  Following termination, Employee shall not retain any copies, duplicates, reproductions, or excerpts  of Confidential Information, nor shall Employee show or give any of the above to any third party.  Employee further agrees that Employee shall not retain or use for Employee’s account at any time  any trade name, trademark, service mark, logo or other proprietary business designation used or  owned in connection with the business of the Company or any affiliate of the Company.  8. Specific Performance; Remedies. Employee agrees that, in the event of a breach or  threatened breach of the Non-Solicitation Agreement, in addition to any remedies at law, the  Company, without posting any bond, shall be entitled to obtain equitable relief in the form of  specific performance, temporary restraining orders, temporary or permanent injunctions or any  other equitable remedy that may then be available.  9. Notices. Any notice hereunder by either Party to the other shall be given in writing  by personal delivery, email (with confirmation from the receiving party), facsimile, overnight  courier or certified mail, return receipt requested, addressed, if to the Company, to the attention of  the CEO at the Company’s executive offices or to such other address as the Company may  designate in writing at any time or from time to time to Employee with a copy (which shall not  constitute notice) to the Company’s General Counsel at the Company’s executives offices, and if  to Employee, to Employee’s most recent address and contact information on file with the  Company. Notice shall be deemed given, if by personal delivery or by overnight courier, on the  date of such delivery or, if by facsimile, on the business day following receipt of delivery  confirmation, if by email, on the date confirmation from the receiving Party is received by the  Party providing notice, or, if by certified mail, on the date shown on the applicable return receipt.  10. Successors and Assigns. This Agreement shall inure to the benefit of the Company  and its respective successors and assigns.  This Agreement may not be assigned by either Party  DocuSign Envelope ID: 990B413D-2D54-42EB-9C0F-5AC8667A8991 





 






   - 8 -  without the prior written consent of the other Party; provided that the Company may assign this  Agreement without Employee’s consent to an affiliate of the Company (or its successor), provided,  however, that in the event of a sale of all or substantially all of the assets of the Company or any  direct or indirect division or subsidiary thereof to which employee’s employment primarily relates,  the Company may provide that this Agreement will be assigned to, and assumed by, the acquiror  of such assets, it being agreed that in such circumstances, Employee’s consent will not be required  in connection therewith. This Agreement shall be binding on the Parties’ permitted successors and  assigns.  11. Entire Agreement. This Agreement, the Non-Solicitation Agreement, and the  Company’s policies and procedures as approved by the Company and in effect and as amended  from time to time constitute the entire agreement between the Parties with respect to the subject  matter hereof. To the extent there is any conflict between this Agreement and the Non-Solicitation  Agreement, this Agreement shall prevail.    12. Expenses. The Parties shall each pay their own respective expenses incident to the  enforcement or interpretation of, or dispute resolution with respect to, this Agreement, including  all fees and expenses of their counsel for all activities of such counsel undertaken pursuant to this  Agreement.  13. Governing Law. THIS AGREEMENT (INCLUDING ANY CLAIM OR  CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT) SHALL BE  GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE  OF GEORGIA, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD  RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAWS OF THE STATE  OF GEORGIA.  ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING TO THIS  AGREEMENT OR CLAIM OF BREACH HEREOF SHALL BE BROUGHT EXCLUSIVELY  IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF  GEORGIA, ATLANTA DIVISION, TO THE EXTENT FEDERAL JURISDICTION EXISTS,  AND IN THE SUPERIOR COURT OF FULTON COUNTY, GEORGIA, BUT ONLY IN THE  EVENT FEDERAL JURISDICTION DOES NOT EXIST, AND ANY APPLICABLE  APPELLATE COURTS. BY EXECUTION OF THIS AGREEMENT, THE PARTIES HERETO,  AND THEIR RESPECTIVE AFFILIATES, CONSENT TO THE EXCLUSIVE JURISDICTION  OF SUCH COURTS, AND WAIVE ANY RIGHT TO CHALLENGE JURISDICTION OR  VENUE IN SUCH  COURT WITH REGARD TO ANY SUIT, ACTION, OR PROCEEDING  UNDER OR IN CONNECTION WITH THIS AGREEMENT.  14. Waiver of Jury Trial. EACH PARTY HEREBY WAIVES, TO THE FULLEST  EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE  TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY  ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS  CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER  THEORY). EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR  ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR  DocuSign Envelope ID: 990B413D-2D54-42EB-9C0F-5AC8667A8991 





 






   - 9 -  OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF  LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND  (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO  ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL  WAIVERS AND CERTIFICATIONS IN THIS SECTION.  15. Waivers and Further Agreements.  Any waiver of any terms or conditions of this  Agreement shall not operate as a waiver of any other breach of such terms or conditions or any  other term or condition, nor shall any failure to enforce any provision hereof operate as a waiver  of such provision or of any other provision hereof; provided, that no such written waiver, unless  it, by its own terms, explicitly provides to the contrary, shall be construed to effect a continuing  waiver of the provision being waived and no such waiver in any instance shall constitute a waiver  in any other instance or for any other purpose or impair the right of the Party against whom such  waiver is claimed in all other instances or for all other purposes to require full compliance with  such provision. Each Party agrees to execute all such further instruments and documents and to  take all such further action as the other Party may reasonably request to effectuate the terms and  purposes of this Agreement.  16. Amendments. This Agreement may not be amended, nor shall any waiver, change,  modification, consent or discharge be effected, except by an instrument in writing executed by  both Parties.  17. Severability; Headings. If any portion of this Agreement is held invalid or  inoperative, the other portions of this Agreement shall be deemed valid and operative and, so far  as is reasonable and possible, effect shall be given to the intent manifested by the portion held  invalid or inoperative. The section headings are for reference purposes only and are not intended  in any way to describe, interpret, define or limit the extent of the Agreement or of any part hereof.  18. Counterparts. This Agreement may be executed in two or more counterparts, each  of which shall be deemed an original, but all of which together shall constitute one and the same  instrument. This Agreement may be executed by facsimile and electronically transmitted signature  (e.g., portable document format) and such signatures shall be deemed to be originals.  19. Legal Advice. Employee acknowledges that Employee has been advised to seek the  advice of independent legal counsel and has either obtained such advice or has voluntarily and  without compulsion elected to enter into and be bound by the terms of this Agreement without  such advice of independent legal counsel.  [Signature Page Follows] DocuSign Envelope ID: 990B413D-2D54-42EB-9C0F-5AC8667A8991 





 






Execution Version  - 29664930.2    Signature Page to Employment Agreement  IN WITNESS WHEREOF, the Parties have duly executed and delivered this  Employment Agreement as of the Effective Date.          EMPLOYEE:            Timothy O’Leary         COMPANY:     Priority Technology Holdings, Inc.      By:        Name:        Title:            President and CEO Thomas C. Priore DocuSign Envelope ID: 990B413D-2D54-42EB-9C0F-5AC8667A8991 





 






Execution Version       Exhibit A  EMPLOYEE CONFIDENTIALITY, ASSIGNMENT OF INVENTIONS,   AND NON-SOLICITATION AGREEMENT  Timothy O’Leary  In consideration of my employment with and continued employment by Priority  Technology Holdings, Inc., a Delaware corporation (together with its affiliates, the  “Company”), and for other valuable consideration, the receipt and sufficiency of which is hereby  acknowledged, I agree as follows:   Confidentiality   I understand that the Company and its affiliates continually obtain and develop valuable  proprietary and confidential information concerning their business, business relationships, and  financial affairs, (the “Confidential Information”), that has or may become known to me in  connection with my employment. By way of illustration but not limitation, Confidential  Information shall include Inventions (as defined below), trade secrets, technical information,  know-how, research and development activities, product, service and marketing plans, business  plans, budgets and unpublished financial statements, licenses, prices and costs, customer and  supplier information, information (including contact coordinates) for employers and employees,  and information disclosed to the Company or to me by third parties of a proprietary or confidential  nature or under an obligation of confidence. Confidential Information is contained in various  media, including without limitation, patent applications, computer programs in object and source  code, flow charts and other program documentation, manuals, plans, drawings, designs, technical  specifications, supplier, customer, carrier and claimant lists, claimant case files, internal financial  data and other documents and records of the Company.  Confidential Information shall not include information that I can demonstrate: (1) is or  becomes generally known within the Company’s industry through no fault of mine or any other  person with an obligation of confidentiality to the Company; (2) is lawfully and in good faith made  available to me by a third party who did not derive it from the Company and who imposes no  obligation of confidence on me; or (3) is required to be disclosed by a governmental authority or  by order of a court of competent jurisdiction, provided that such disclosure is subject to all  applicable governmental or judicial protection available for like material and reasonable advance  notice is given to the Company.  I represent and warrant that: (1) I am not subject to any legal or contractual duty or  agreement that would prevent or prohibit me from performing the duties contemplated by my  employment agreement with the Company or otherwise contained herein, and (2) I am not in  breach of any legal or contractual duty or agreement, including any agreement concerning trade  secrets or confidential information owned by any other party.  DocuSign Envelope ID: 990B413D-2D54-42EB-9C0F-5AC8667A8991 





 






     I agree that I will not: (1) use, disclose, or reverse engineer any Confidential Information  for any purpose other than the Business (as defined below), except as authorized in writing by the  Company; (2) during my employment with the Company, use, disclose, or reverse engineer (a)  any confidential information or trade secrets of any former employer or third party or (b) any works  of authorship developed in whole or in part by me during any former employment or for any other  party, unless authorized in writing by the former employer or third party; or (3) upon my  resignation or termination (a) retain any Confidential Information, including any copies existing  in any form (including electronic form), which are in my possession, custody, or control, or (b)  destroy, delete, or alter any Confidential Information without the Company’s written consent.  I acknowledge that the confidentiality, property, and proprietary rights protections  contained in this Agreement are in addition to, and not exclusive of, any and all other rights to  which the Company may be entitled under federal and state law, including without limitation rights  provided under copyright laws, trade secret and confidential information laws, and laws  concerning fiduciary duties.   I acknowledge that all Confidential Information, whether or not in writing and whether or  not labeled or identified as confidential or proprietary, is and shall remain the exclusive property  of the Company or the third party providing such Confidential Information to myself or the  Company.    I agree to exercise all reasonable precautions to protect the integrity and confidentiality of  Confidential Information in my possession and not to remove any materials containing  Confidential Information from the Company’s premises except to the extent necessary for my  employment. Upon the termination of my employment, or at any time upon the Company’s  request, I shall return immediately to the Company any and all materials containing any  Confidential Information then in my possession or under my control.   Nothing contained herein or in my employment agreement with the Company is intended  to or will be used in any way to limit your rights to communicate or cooperate with, or provide  information to, a governmental agency or entity as provided for, protected under, or warranted by  whistleblower or other provisions of applicable law or regulation.   Assignment of Inventions   I agree promptly to disclose to the Company any and all discoveries, inventions,  developments, original works of authorship, software programs, software and systems  documentation, trade secrets, technical data, and know-how that are conceived, devised, invented,  developed or reduced to practice or tangible medium by me, under my direction or jointly with  others in the course and scope of my employment by the Company, whether or not during normal  working hours or on the premises of the Company, which relate directly or indirectly to the  business of the Company or its affiliates (collectively, the “Business”) and arise out of my  employment with the Company (hereinafter “Inventions”).  DocuSign Envelope ID: 990B413D-2D54-42EB-9C0F-5AC8667A8991 





 






      I hereby assign to the Company (or its designated affiliates) all of my right, title, and  interest to the Inventions and any and all related patent rights, copyrights, and applications and  registrations therefor. During and after my employment, I shall cooperate with the Company, at  the Company’s expense, in obtaining proprietary protection for the Inventions, and I shall execute  all documents that the Company shall reasonably request in order to perfect the Company’s (or its  designated affiliates’) rights in the Inventions. I understand that, to the extent this Agreement shall  be construed in accordance with the laws of any state which limits the assignability to the Company  of certain employee inventions, this Agreement shall be interpreted not to apply to any such  invention that a court rules or the Company agrees is subject to such state limitation.   I acknowledge that all original works of authorship made by me within the scope of my  employment that are protectable by copyright are intended to be “works made for hire”, as that  term is defined in Section 101 of the United States Copyright Act of 1976 (the “Act”), and shall  be the property of the Company, and the Company shall be the sole author within the meaning of  the Act. I hereby waive all claims to moral rights in any Inventions. I further represent that there  are no inventions made, conceived or first reduced to practice by me, under my direction or jointly  with others prior to my employment with the Company.  Restrictive Covenants  I acknowledge and agree that: (1) my position is a position of trust and responsibility with  access to Confidential Information; (2) the Confidential Information, and the relationship between  the Company, its affiliates, and the employees and customers of each, are valuable assets of the  Company that may not be used for any purpose other than the Business; (3) the names of any  customers of the Company or its affiliates are considered Confidential Information that constitutes  valuable, special, and unique property of the Company; (4) customer lists and customer  information that have been compiled by the Company or its affiliates represent a material  investment of the Company’s time and money; (5) the Company will invest its time and money in  the development of my skills in the Business; and (6) the restrictions contained in this herein,  including without limitation the restrictive covenants set forth in this Agreement, are reasonable  and necessary to protect the legitimate business interests of the Company and its affiliates, and  they will not impair or infringe upon my right to work or earn a living when my employment with  the Company ends.   I acknowledge that (1) the markets served by the Company are intended to be national in  scope and not dependent on the geographic location of the executive personnel or the businesses  by which they are employed, and (2) the below covenants are manifestly reasonable on their face.  The Company and I expressly agree that such restrictions have been designed to be reasonable and  no greater than is required for the protection of the Company and are a significant element of the  consideration hereunder. If the final judgment of a court of competent jurisdiction declares that  any term or provision contained herein is invalid or unenforceable, the Company and I agree that  the court making the determination of invalidity or unenforceability shall have the power to reduce  the scope, duration, or area of the term or provision, to delete specific words or phrases, or to  replace any invalid or unenforceable term or provision with a term or provision that is valid and  DocuSign Envelope ID: 990B413D-2D54-42EB-9C0F-5AC8667A8991 





 






     enforceable and that comes closest to expressing the intention of the invalid or unenforceable term  or provision, and the covenants and agreements contained herein shall be enforceable as so  modified to cover the maximum duration, scope, or area permitted by law.   Non-Solicitation of Customers  I agree that, while I am employed by the Company and for a period of two years following  any termination or cessation of such employment (such period, the “Non-Interference Period”), I  shall not solicit, divert, or take away, or attempt to divert or take away, the business or patronage  of any of the referral sources, clients, customers, or accounts of the Company for the purpose of  selling or providing any products or services competitive with the Business.   Non-Solicitation and Non-Hire of Employees   While I am employed by the Company and during the Non-Interference Period, I will not,  directly or indirectly, for my benefit or for the benefit of any person other than the Company, (1)  solicit or assist any person to solicit, recruit, or induce any officer, director, Executive Chairman,  executive, employee or consultant of the Company or its affiliates to (a) terminate his or her  employment or relationship with the Company or its affiliates, or (b) work for any other person,  or (2) hire or cause to be hired any person who is then, or who will have been at any point in time  during the Non-Interference Period, an officer, director, Executive Chairman, executive,  employee, or consultant of the Company or its affiliates.    Non-Competition  While I am employed by the Company and during the Non-Interference Period, I will not  engage or participate, directly or indirectly, as principal, agent, executive, director, proprietor, joint  venturer, trustee, employee, employer, consultant, stockholder, partners, or in any other capacity  whatsoever in the conduct or management of, or fund, invest in, lend to, own any stock or any  other equity or debt investment in, or provide any services of any nature whatsoever to or in respect  of any business that is competitive with or in the same line of business as the Business in the United  States, provided that nothing in this Agreement shall prohibit me from being passive beneficial  owner of less than two percent of the outstanding stock of any publicly-traded corporation.   Separate Obligations   I hereby acknowledge that the foregoing obligations are separate and distinct (and that I  have received or will receive separate consideration for the foregoing obligations) from and not in  derogation of any obligations I have undertaken in connection with any other agreements between  myself and the Company.   Other Agreements    I hereby represent to the Company that I am not bound by any agreement or any other  previous or existing business relationship that conflicts with or prevents the full performance of  DocuSign Envelope ID: 990B413D-2D54-42EB-9C0F-5AC8667A8991 





 






     my duties and obligations to the Company (including my duties and obligations under this or any  other agreement with the Company) during my employment. All existing business relationships  and agreements that I have with persons other than the Company are set forth on Schedule A  hereto.   General   This Agreement may not be assigned by either party, except that the Company may assign  this Agreement to its affiliates or in connection with the merger, consolidation or sale of all or  substantially all of its business or assets. This Agreement shall be binding upon and shall inure to  the benefit of the parties hereto and their respective successors and other legal representatives and,  to the extent that any assignment hereof is permitted hereunder, their assignees. This Agreement  may be executed in two or more counterparts, each of which shall be deemed an original, but all  of which together shall constitute one and the same instrument. This Agreement may be executed  by facsimile or electronically transmitted signature (e.g., portable document format), and such  signatures shall be deemed to be originals.   This Agreement supersedes all prior agreements, written or oral, with respect to the subject  matter of this Agreement. This Agreement may be changed only by a written instrument signed by  both parties hereto.   In the event that any one or more of the provisions contained herein shall, for any reason,  be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or  unenforceability shall not affect any other provisions of this Agreement, and all other provisions  shall remain in full force and effect. If any of the provisions of this Agreement is held to be  excessively broad, it shall be reformed and construed by limiting and reducing it so as to be  enforceable to the maximum extent permitted by law. I agree that should I violate any obligation  imposed on me in this Agreement, I shall continue to be bound by the obligation until a period  equal to the term of such obligation has expired without violation of such obligation.   No delay or omission by the Company in exercising any right under this Agreement will  operate as a waiver of that or any other right. A waiver or consent given by the Company on any  occasion is effective only in that instance and will not be construed as a bar to or waiver of any  right on any other occasion.   I acknowledge that the restrictions contained in this Agreement are necessary for the  protection of the business and goodwill of the Company and the Company’s legitimate business  interests, are reasonable for such purpose, and are reasonable and valid in geographical and  temporal scope and in all other respects and not overly broad or unduly burdensome. I agree that  any breach of this Agreement by me will cause irreparable damage to the Company and that, in  the event of such breach, the prevailing party in any such enforcement action shall be entitled, in  addition to monetary damages and any other remedies available to the prevailing party under this  Agreement and at law, to equitable relief, including injunctive relief, and to payment of all costs  incurred by the prevailing party in enforcing or defending the provisions of this Agreement,  including reasonable attorneys’ fees and costs. I agree that should I violate any obligation imposed  DocuSign Envelope ID: 990B413D-2D54-42EB-9C0F-5AC8667A8991 





 






     on me in this Agreement, I shall continue to be bound by the obligation until a period equal to the  term of such obligation has expired without violation of such obligation.   This Agreement shall be construed as a sealed instrument and shall in all events and for all  purposes be governed by, and construed in accordance with, the laws of the State of Georgia  without regard to any choice of law principles that would dictate the application of the laws of  another jurisdiction.    [Signature Page Follows]   DocuSign Envelope ID: 990B413D-2D54-42EB-9C0F-5AC8667A8991 





 






Execution Version     Signature Page to   Employee Confidentiality, Assignment of Inventions, and Non-Solicitation Agreement  I HAVE READ ALL OF THE PROVISIONS OF THIS EMPLOYEE  CONFIDENTIALITY, ASSIGNMENT OF INVENTIONS, AND NON-SOLICITATION  AGREEMENT AND I UNDERSTAND AND AGREE TO EACH OF SUCH PROVISIONS  EFFECTIVE AS OF THE DATE FIRST SET FORTH ABOVE.              Timothy O’Leary      Acknowledged and Agreed to by:    Priority Technology Holdings, Inc.      By:        Name:        Title:            President and CEO Thomas C. Priore DocuSign Envelope ID: 990B413D-2D54-42EB-9C0F-5AC8667A8991 





 






     Exhibit B    Form of Release    [DATE]    Priority Technology Holdings, Inc.  Attn: General Counsel  2001 Westside Parkway, Suite 155  Alpharetta, GA 30004   (together with its affiliates, the “Company”)    Except as set forth in the Employment Agreement by and between myself (the “Employee” or “I”)  and the Company dated as of ___________ (the “Employment Agreement”), I am entitled to no  severance or termination payment or benefits. I acknowledge the Company has no legal obligation  to provide me with the benefits and consideration outlined in the Employment Agreement except  as part of this release letter and in consideration for my signing of this release letter. I have been  notified of my right to review this release letter with counsel, and I have received, if I so chose,  legal advice concerning this release letter.     General Release. Employee acknowledges that the Company has no legal obligation to provide  Employee with these benefits except as part of the Employment Agreement and in consideration  for Employee signing this release letter and the waiver and release of claims contained herein. In  return for these benefits, Employee irrevocably and unconditionally releases the Company and all  affiliated companies, predecessors and successors of each and each such entity’s officers, directors,  employees, agents, attorneys or insurers in their individual and representative capacities  (collectively referred to as the “Company Parties”) from any and all claims, causes of action,  complaints, damages, liabilities and expenses whatsoever, whether known or unknown, direct or  indirect, at law or in equity and whether sounding in contract, tort or other theory (collectively,  “Claims”) that Employee may have now, have had in the past or have in the future for or by reason  of any matter, cause or thing whatsoever that has happened, developed or occurred on or before  the date hereof, including without limitation in connection with Employee’s employment or  termination of employment with the Company. This release of the Company includes any Claims  that Employee might have for re-employment or for additional compensation or benefits (except  as specifically stated below), and applies to Claims that Employee might have under federal, state  or local law or ordinance dealing with employment, contract, wage and hour, tort, or civil rights  matters, including, but not limited to, applicable local and state civil rights matters, including, but  not limited to, applicable local and state civil rights laws or wage payment laws, Employee  Retirement Income Security Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Acts  (42 USC § 1981-1988), the Civil Rights Act of 1991, the Age Discrimination in Employment Act  of 1967 (the “ADEA”), Section 806 of the Sarbanes Oxley Act of 2002 and any other Claims  alleging retaliation of any nature, the Vietnam Era Veterans Readjustment Assistance Act, the  Uniformed Services Employment and Reemployment Rights Act of 1994, the Older Workers  Benefit Protection Act, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, the Americans  DocuSign Envelope ID: 990B413D-2D54-42EB-9C0F-5AC8667A8991 





 






     with Disabilities Act of 1990, the Equal Pay Act of 1963, the Fair Labor Standards Act, sections  503 and 504 of the Vocational Rehabilitation Act, the Family and Medical Leave Act, Executive  Order 11246, and the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), all  as amended from time to time, together with all laws and regulations promulgated thereunder.  Employee represents that there are no claims, complaints or charges pending against the Company  in which Employee is a party or complainant, or any unasserted Workers’ Compensation claims.  Employee further agrees not to institute any Claim to challenge the validity of this release or the  circumstances surrounding its execution.  This is a general release, including a waiver of Claims  for age discrimination under federal and state statutes, such as the ADEA.  Employee understands  the waiver and release of claims does not affect rights or claims arising under the ADEA or the  Older Workers Benefit Protection Act after the date of the execution of this release letter.    Covenant Not to Sue. Employee represents and warrants that Employee has not filed any Claims  against the Company or any of the Company Parties with any local, state or federal court or  administrative agency. Employee agrees and covenants not to sue or bring any Claims against the  Company or any of the Company Parties with respect to any matters arising out of or relating to  Employee’s employment with the Company or separation from the Company, or any Claims that  as a matter of law cannot be released, such as under workers’ compensation, for unemployment  benefits or any Claims related to the Company’s future involvement with, if any, Employee’s  401(k)/retirement plans with the Company. Except as set forth herein, in the event that Employee  on Employee’s behalf institutes any such action, that Claim shall be dismissed upon presentation  of this release letter, and Employee shall reimburse the Company for all legal fees and expenses  incurred in defending such Claim and obtaining its dismissal.    Exclusion. Nothing in this release letter shall preclude Employee from filing a charge or  complaint, including a challenge to the validity of this release letter, with the Equal Employment  Opportunity Commission or any state anti-discrimination agency or from participating or  cooperating in any investigation or proceeding conducted by any of such agencies. In the event  that a charge or complaint is filed with any administrative agency by Employee or in the event of  an authorized investigation, charge or lawsuit filed by any administrative agency, Employee  expressly waives and shall not accept any monetary awards or damages, costs or attorneys’ fees of  any sort therefrom against the Company or any of the Releasees.    Waiting Period. I understand I have a period of up to 21 days to consider this release letter and  that I have been advised to speak with an attorney. I agree this release letter is written in a manner  that I understand what I am releasing. I understand that this release must be signed no later than  21 days from the date first set forth above for me to be entitled to the benefits of the Severance  Package (as defined in the Employment Agreement). I agree that upon signing this release letter I  become bound by its terms unless I revoke the release contained herein. I understand I may revoke  the release contained herein within seven days after signing it; and that, unless I so revoke it, the  release contained herein will be fully effective seven days after I have signed it. Once this release  letter is fully effective, the Severance Package will be forwarded by U.S. mail according to the  schedule in the terms of the Employment Agreement.    DocuSign Envelope ID: 990B413D-2D54-42EB-9C0F-5AC8667A8991 





 






     Yours truly,  Date:   Signature:        Print Name: Timothy O’Leary         DocuSign Envelope ID: 990B413D-2D54-42EB-9C0F-5AC8667A8991 10/4/2022 





 






     Exhibit D    Form of Restricted Stock Unit Award Agreement      [to be attached]      DocuSign Envelope ID: 990B413D-2D54-42EB-9C0F-5AC8667A8991