Priority Income Fund (PRIF-PJ) SC TO-I Issuer tender offer statement

EX-FILING FEES

Calculation of Filing Fee Table

Schedule TO

(Form Type)

Priority Income Fund, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Transaction Value

	Transaction Valuation	Fee Rate	Amount of Filing Fee
Fees to be paid	$13,056,026.66(1)	$92.70	$1,210.29(2)
Fees Previously Paid	N/A		—
Total Transaction Valuation	$13,056,026.66
Total Fees Due for Filing			$1,210.29
Total Fees Previously Paid			—
Total Fee Offsets			—
Net Fee Due			$1,210.29

(1) On September 16, 2022, the Registrant offered to purchase up to 1,099,918 shares of its common stock at a price equal to the net asset value per share as of October 21, 2022. For purposes of estimating the transaction valuation, we utilized the net asset value per share of $11.87 as of August 31, 2022.

(2) Calculated as 100% of the Transaction Valuation.