America First Capital Associates Limited Partnership Two, a Delaware limited partnership (the “General Partner”) is the general partner of the registrant, America First Multifamily Investors, L.P., a Delaware limited partnership (the “Partnership”). On August 29, 2019, Burlington Capital LLC, a Delaware limited liability company (“Burlington”), which is the general partner of the General Partner, Burlington Capital Structured Finance, LLC, a Delaware limited liability company (“BCSF,” and collectively with Burlington, the “Sellers”), Greystone AF Manager LLC, a Delaware limited liability company (“Greystone Manager”), and Greystone AF Holdings LLC, a Delaware limited liability company (“Greystone Holdings,” and collectively with Greystone Manager, “Greystone”), entered into a Partnership Interest Purchase Agreement (the “Purchase Agreement”) pursuant to which Greystone agreed to acquire all of the issued and outstanding general and limited partnership interests in the General Partner from Burlington and BCSF for $80,000,000 in cash, subject to adjustment pursuant to the terms of the Purchase Agreement (the “Transaction”). Effective upon the closing of the Transaction, the members of the Board of Managers of Burlington (the “Board”) will resign as to their roles with respect to the Partnership, namely in their capacities as the equivalent of directors of the Partnership. Correspondingly, effective as of the closing, Greystone will appoint persons to act as the directors of the Partnership and as members of a body acting in the capacity of an Audit Committee of the Partnership to satisfy applicable requirements of law, including but not limited to the rules and regulations of the SEC and the listing rules of the NASDAQ Stock Market LLC.