EX-10.19





 EXHIBIT 10.19 

AMENDMENT NO. 1 TO 

REORGANIZATION AGREEMENT 

This Amendment No. 1 to the Reorganization Agreement (this “Amendment”) is made and entered into, as of
December 14, 2020, by and among Enhanced Capital Group, LLC, a Delaware limited liability company (“ECG”), Enhanced Tax Credit Finance, LLC, a Delaware limited liability company (“ETCF”), Enhanced Capital
Partners, LLC, a Delaware limited liability company (“ECP”), Enhanced Permanent Capital, LLC, a Delaware limited liability company (“Enhanced PC”), and Enhanced Capital Holdings, Inc., a Delaware corporation
(“ECH”). Each of ECG, ETCF, ECP, Enhanced PC, and ECH are sometimes referred to herein individually as a “Party,” and collectively, as the “Parties.” Unless otherwise specified, capitalized terms
used but not defined herein have the meanings ascribed to such terms in the Agreement (as hereinafter defined). 
 R E C I T A L S

 A. WHEREAS, the Parties, together with Michael Korengold, entered into a Reorganization Agreement, dated as of November 19, 2020
(the “Agreement”); and 
 B. WHEREAS, in accordance with Section 6.2 of the Agreement, the Parties
wish to amend Schedule I to the Agreement as set forth herein. 
 NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements contained herein, the Parties, intending to be legally bound hereby, agree as follows: 
 1. Amendment
to Schedule I to the Agreement. The Parties acknowledge and agree that Schedule I to the Agreement shall be amended in the form of Schedule I hereto. 

2. Miscellaneous. 

2.1 Except as expressly amended hereby, the Agreement and the Schedules thereto are unchanged and remain in full force and effect as
presently written, and the rights, duties, liabilities and obligations of the parties thereto, as presently constituted are unchanged and will continue in full effect. 

2.2 The provisions of Section 6 of the Agreement are incorporated into this Amendment mutatis mutandis
as if appearing herein. 
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the
day and year first above written by their respective officers thereunto duly authorized. 
  

			
	ENHANCED CAPITAL GROUP, LLC
		
	By:	 	 /s/ Michael Korengold

		 	Name: Michael Korengold
		 	Title: Chief Executive Officer
	
	ENHANCED TAX CREDIT FINANCE, LLC
		
	By:	 	 /s/ Michael Korengold

		 	Name: Michael Korengold
		 	Title: Authorized Representative
	
	ENHANCED CAPITAL PARTNERS, LLC
		
	By:	 	 /s/ Michael Korengold

		 	Name: Michael Korengold
		 	Title: Chief Executive Officer
	
	ENHANCED PERMANENT CAPITAL, LLC
		
	By:	 	Enhanced Capital Partners, LLC, its sole member
		
	By:	 	 /s/ Michael Korengold

		 	Name: Michael Korengold
		 	Title: Chief Executive Officer
	
	ENHANCED CAPITAL HOLDINGS, INC.
		
	By:	 	 /s/ Michael Korengold

		 	Name: Michael Korengold
		 	Title: Chief Executive Officer



  
 [SIGNATURE
PAGE TO AMENDMENT NO. 1 TO REORGANIZATION AGREEMENT] 













 SCHEDULE I 

ECG Permanent Capital Subsidiaries 
  

	1.	 Enhanced Capital Utah Rural Investor, LLC 



	2.	 Enhanced Capital Utah NMTC Note Issuer, LLC 



	3.	 Enhanced Capital Georgia Rural Investor, LLC 



	4.	 Enhanced Capital Ohio Rural Investor, LLC 



	5.	 Enhanced Capital Ohio Rural Fund, LLC 



	6.	 Enhanced Capital Utah Rural Fund, LLC 



	7.	 Enhanced Capital Georgia Rural Holding, LLC 



	8.	 Enhanced Capital Georgia Rural Manager, LLC 



	9.	 Enhanced Capital Georgia Rural Note Issuer, LLC 



	10.	 Enhanced Capital Georgia Rural Fund, LLC