CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael Vollkommer, certify that:
1. I have reviewed this Amendment No. 1 to the annual report on Form 10-K of Priority Technology Holdings, Inc.; and
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
April 30, 2019
/s/ Michael Vollkommer
Chief Financial Officer
(Principal Accounting and Financial Officer)