PART II AND III

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM 1-A

REGULATION A OFFERING CIRCULAR

UNDER

THE SECURITIES ACT OF 1933

Noble Advisors, LLC

(Exact name of issuer as specified in its charter)

Pennsylvania

(State of other jurisdiction of incorporation or organization)

1817 Olde Homestead Lane

Suite 101

Lancaster, PA 17601

717-398-0700

(Address, including zip code, and telephone number, including area code of issuer’s principal executive office)

Kimberly J. Decker

Barley Snyder LLP

126 East King Street

Lancaster, PA 17601

717-299-5201

(Name, address, including zip code, and telephone number, including area code, of agent for service)

6799	26-2364364
(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission (the “SEC”). Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the SEC is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the final Offering Circular or the Offering Statement in which such Final Offering Circular was filed may be obtained.

Post Qualification Offering Circular Amendment No. 1

File No. 024-10776

Part II – Information Required in Offering Circular

Offering Circular

NOBLE ADVISORS, LLC

1817 OLDE HOMESTEAD LANE, SUITE 101

LANCASTER, PA 17601

717-398-0700

WWW.NOBLEWEB.COM

$20,000,000 of Subordinated, Unsecured, Interest-Only Promissory Notes

Minimum Investment:  $50,000

Explanatory Note. This Post-Qualification Offering Circular Amendment No. 1 (this “Offering Circular Amendment No. 1”) amends the offering circular of Noble Advisors, LLC (the “Issuer”), originally filed on [December 12, 2017], as qualified on June 7, 2018, and as may be amended and supplemented from time to time (the “Offering Circular”), to add, update and/or replace information contained in the Offering Circular, including updating the financial statements of the Issuer. Unless otherwise defined below, capitalized terms used herein shall have the same meanings as set forth in the Offering Circular. See “Incorporation by Reference of Offering Circular” below.

Incorporation by Reference of Offering Circular

The Offering Circular, including this Offering Circular Amendment No. 1, is part of an offering statement (File No. 024-107776) that we filed with the Securities and Exchange Commission (the “Commission”). We hereby incorporate by reference into this Offering Circular Amendment No. 1 all of the information contained in Part II of the Offering Circular. Please note that any statement that we make in this Offering Circular Amendment No. 1 (or have made in the Offering Circular) will be modified or superseded by any inconsistent statement made by us in a subsequent offering circular supplement or post-qualification amendment.

Noble Advisors, LLC (the “Issuer”) is a Pennsylvania limited liability company that, through its wholly-owned subsidiaries, primarily engages in the business of buying, selling and managing real estate and mortgage-backed securities. The Issuer will offer and sell, on a continuous, best efforts basis, its subordinated, unsecured, interest-only promissory notes (each a “Note” and collectively the “Notes”). The aggregate amount of Notes sold will not exceed $20,000,000 in any 12-month period.

Several different maturity terms are available for each Note purchased, with a fixed rate of interest that varies by the maturity term selected. Interest only payments are made on Notes on a quarterly basis, with principal being due and payable at maturity. Each Note represents a full and unconditional obligation of the Issuer, but is unsecured and subordinated to the Issuer’s and its subsidiaries’ institutional debt obligations. Notes must be purchased in minimum amounts of $50,000 and in increments of $5,000 above the minimum, subject to the Issuer’s right, in its discretion to permit purchases in lesser amounts or increments. For more information on the Notes and their terms, please see “THE NOTES” on page 18.

All offers will be extended, and subscription agreements executed, by the Issuer. Neither the Issuer nor any of its officers or employees receives any commission for the sale of the Notes. In its discretion, the Issuer may elect to utilize the services of a broker-dealer to sell some or all of the Notes. The Issuer anticipates that the fee due to a broker-dealer in connection with the sale of a Note will not exceed 2% of the amount of the Note.

	Price	Underwriting Discounts and   Commissions1	Proceeds to The Issuer2
Minimum Investment Per Note	$50,000	$1,000	$49,000
Total Offering	$20,000,000	$200,000	$19,800,0003

¹ The Issuer intends to offer the Notes through the efforts of its managers and officers, who will receive no compensation in connection with such sales. However, the Issuer may choose to engage a broker-dealer to solicit subscriptions for Notes, and will pay such broker-dealers a commission of up to 2% of the amount of Notes sold as a result of such efforts. Although the Company may not engage a broker-dealer at all, the amount of commissions estimated here presumes that all Notes have been sold through the efforts of a broker-dealer.

² Before estimated offering expenses of $50,000.

³ The Total Offering amount of Notes has been set by the Issuer at $20,000,000. However, the Issuer may increase the Total Offering, in its sole and absolute discretion, subject to prior approval by the Securities and Exchange Commission.

Investing in the Notes is speculative and involves substantial risks. You should purchase a Note only if you can afford a complete loss of your investment. See “Risk Factors” beginning on page 11 to read about the more significant risks you should consider before buying a Note. The Notes have not been approved or disapproved by the Securities and Exchange Commission, nor has the accuracy or adequacy of this Offering Circular. Any representation to the contrary is a criminal offense.

FOR FLORIDA RESIDENTS: THE UNITS REFERRED TO HEREIN WILL BE SOLD TO, AND ACQUIRED BY, THE HOLDER IN A TRANSACTION EXEMPT UNDER SECTION 517.061 OF THE FLORIDA SECURITIES ACT. IN ADDITION, ALL FLORIDA RESIDENTS SHALL HAVE THE PRIVILEGE OF VOIDING A PURCHASE WITHIN THREE (3) DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE ISSUER. AN AGENT OF THE ISSUER OR AN ESCROW AGENT OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER.

FOR PENNSYLVANIA RESIDENTS: IF YOU HAVE ACCEPTED AN OFFER TO PURCHASE THESE SECURITIES AND HAVE RECEIVED A WRITTEN NOTICE EXPLAINING YOUR RIGHT TO WITHDRAW YOUR ACCEPTANCE PURSUANT TO SECTION 207(M)(2) OF THE PENNSYLVANIA SECURITIES ACT OF 1972, YOU MAY ELECT, WITHIN TWO BUSINESS DAYS FROM THE DATE OF RECEIPT BY THE ISSUER OF YOUR BINDING CONTRACT OF PURCHASE OR, IN THE CASE OF A TRANSACTION IN WHICH THERE IS NO BINDING CONTRACT OF PURCHASE, WITHIN TWO BUSINESS DAYS AFTER YOU MAKE THE INITIAL PAYMENT FOR THE SECURITIES BEING OFFERED, TO WITHDRAW YOUR ACCEPTANCE AND RECEIVE A FULL REFUND OF ALL MONEYS PAID BY YOU. YOUR WITHDRAWAL OF ACCEPTANCE WILL BE WITHOUT ANY FURTHER LIABILITY TO ANY PERSON. TO ACCOMPLISH THIS WITHDRAWAL, YOU NEED ONLY SEND A WRITTEN NOTICE (INCLUDING A NOTICE BY FACSIMILE OR ELECTRONIC MAIL) TO THE ISSUER (OR PLACEMENT AGENT IF ONE IS LISTED ON THE FRONT PAGE OF THE OFFERING MEMORANDUM) INDICATING YOUR INTENTION TO WITHDRAW.

The date of this Offering Circular is June     , 2019.

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In order to purchase a Note, an Investor must meet certain criteria. See “WHO MAY INVEST” on page 5. Individual purchases will be consummated through execution of a subscription agreement which contains conditions and restrictions. All investors will also be required to sign a subordination agreement. There is no public market for the Notes, and it is unlikely that any such market will develop. There is no minimum amount of Notes that must be sold in order to consummate this offering of Notes (the “Offering”), and subscription proceeds will not be escrowed. The amount invested by each Investor will be immediately available to the Issuer. The Issuer reserves the right to accept or reject any subscription for any reason, in the Issuer’s sole discretion. The purchase price for each Note is to be paid in immediately available funds in United States dollars at the time of subscription. The Notes are offered subject to acceptance of subscriptions, prior sale, and withdrawal or cancellation of the Offering at any time without prior notice.

The Issuer has chosen to follow the Offering Circular Format for this document.

Prospective purchasers should not regard the contents of this Offering Circular or any other communication from the Issuer as a substitute for careful and independent tax and financial planning. Each potential investor is encouraged to consult with his, her or its own independent legal counsel, accountant and other professionals with respect to the legal and tax aspects of this investment and with specific reference to his, her or its own tax situation, prior to subscribing for the Notes. The purchase of Notes by an individual retirement account, Keogh plan or other qualified retirement plan involves special tax risks and other considerations that should be carefully considered by an Investor. Income earned by qualified plans as a result of an investment in the Notes may be subject to federal income taxes, even though such plans are otherwise tax exempt. See “ERISA Considerations”.

The information contained in this Offering Circular has been supplied by the Issuer. This Offering Circular contains summaries of documents not contained in this Offering Circular, but all such summaries are qualified in their entirety by references to the actual documents. Copies of documents referred to in this Offering Circular, but not included as an annex, will be made available to qualified prospective investors upon request.

No person has been authorized in connection with this offering to give any information or to make any representations other than that information and those representations specifically contained in this Offering Circular; any other information or representations should not be relied upon. Any prospective purchaser of the Notes who receives any other information or representations should contact the Issuer immediately to determine the accuracy of such information and representations. Neither the delivery of this Offering Circular nor any sales hereunder shall, under any circumstances, create an implication that there has been no change in the affairs of the Issuer or in the information set forth herein since the date of this Offering Circular set forth above.

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TABLE OF CONTENTS

WHO MAY INVEST	5
IMPORTANT INFORMATION ABOUT THIS OFFERING CIRCULAR	5
OFFERING SUMMARY	7
RISK FACTORS	11
THE NOTES	18
PLAN OF DISTRIBUTION	21
THE ISSUER AND AFFILIATED ENTITIES	22
MANAGEMENT	27
USE OF PROCEEDS	31
MANAGEMENT’S DISCUSSION AND ANALYSIS	32
MATERIAL FEDERAL INCOME TAX CONSIDERATIONS	46
ERISA CONSIDERATIONS	48
REPORTS	50
ACCOUNTANTS	51
LEGAL COUNSEL	51
ACCESS TO ADDITIONAL INFORMATION	51
FINANCIAL STATEMENTS	F-1
ANNEX A  -INTEREST RATE CHART	A-1
ANNEX B  -ORGANIZATIONAL CHART	B-1
ANNEX C  -SERVICES AGREEMENT	C-1
ANNEX D  -SUBSCRIPTION AGREEMENT	D-1
ANNEX E  -SUBORDINATION & JUNIOR LENDER AGREEMENT	E-1
ANNEX F   -FORM OF PROMISSORY NOTES	F-1

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WHO MAY INVEST

This Offering Circular does not constitute an offer to sell or a solicitation of an offer to buy any securities offered hereby in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer. This Offering is currently available to individuals, Keogh plans, IRAs and entities that are residents of (or for entities, domiciled in) the states of Pennsylvania, Delaware, Colorado, North Carolina, Oregon or Florida. For this purpose, individuals are considered to be residents of the state in which they maintain their principal residence, and a corporation, partnership, trust or other entity is considered to be domiciled in the state where the principal office of the entity is located. In addition, each investor must meet one of the following conditions: (i) net worth of at least $70,000 (not including a primary residence, vehicles or home furnishings) and income of at least $70,000; or (ii) net worth of at least five (5) times the amount invested. The purchase of Notes by an IRA, Keogh plan or other qualified retirement plan involves special tax risks and other considerations that should be carefully considered. Income earned by qualified plans as a result of an investment in the notes may be subject to federal income taxes, even though such plans are otherwise tax exempt. See “ERISA Considerations”.

IMPORTANT INFORMATION ABOUT THIS

OFFERING CIRCULAR

Please carefully read the information in this Offering Circular and any supplements thereto. You should rely only upon the information in this Offering Circular as we have not authorized anyone to provide any different information regarding us or this offering.

Offering Statement. This Offering Circular is part of an offering statement we have filed with the Securities and Exchange Commission (the “SEC”). We contemplate this being a “continuous offering” and thus, we anticipate that we will prepare and distribute supplements to reflect material developments to add or change information contained in this Offering Circular. The offering statement we filed with the SEC includes annexes that provide detailed information or documents discussed in this Offering Circular. You may access such information through the electronic data gathering, analysis and retrieval system found at https://www.sec.gov/edgar.

Cautionary Note Regarding Forward Looking Statements.  We make forward-looking statements in this document. These forward-looking statements include statements regarding future prospects, profitability, liquidity, market risk, values and financial results. The words “believes,” “expects,” “may,” “will,” “should,” “projects,” “contemplates,” “anticipates,” “forecasts,” “intends” or other similar words or terms are intended to identify forward-looking statements. These forward-looking statements are subject to significant uncertainties because they are based upon or are affected by factors including:

• changes in the prices and values of commercial and residential real estate;

• changes in the prices and values of commercial and residential real estate real-estate backed securities;

• interest rate fluctuations;

• changes in relationships with financial institutions which are important sources of real estate properties and business;

• adverse changes in the economy;

• the failure of assumptions underlying expectations or other estimates;

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• the value, condition, and operation of the properties and investments acquired by the Issuer from time to time;

• availability of financing and capital to support the Issuer’s business and growth, including, without limitation, senior debt and/or subordinated debt; and

• other factors, including those matters discussed in the “RISK FACTORS” section of this document.

Because of these uncertainties, the Issuer’s actual future results may be materially different from the results indicated by these forward-looking statements. We undertake no obligation to update or otherwise revise any forward-looking statements, whether as a result of new information, future events or otherwise, and such statements should not be considered representations or warranties by us.

We are offering to sell, and seeking offers to buy, Notes only in jurisdictions where offers and sales are permitted. The information contained in this Memorandum is intended to be accurate only as of the date of this Memorandum, regardless of the time of delivery of this Memorandum or of any sale of Notes. This Memorandum supersedes all prior information and discussions concerning any proposed offering of Notes.

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OFFERING SUMMARY

This summary highlights some of the information about the Notes and the offering, and it may not contain all of the information that is important to a recipient in making an investment decision with respect to the Notes. This summary is qualified in its entirety by the more detailed information appearing elsewhere in this document, including any exhibits and annexes hereto, and should be read in conjunction therewith.

Noble Advisors, LLC
(the “Issuer”)

The Issuer is a Pennsylvania limited liability company formed on March 31, 2008. Its principal office is located at 1817 Olde Homestead Lane, Suite 101, Lancaster, PA 17601. Its telephone number is (717) 398-0700. The manager of the Issuer is The Noble Group, LLC (“The Noble Group”), which oversees the Issuer’s activities. See “MANAGEMENT”.

Business

The Issuer is the sole member of the following entities, each of which is primarily engaged in investing in real estate and mortgage-backed securities (the “Operating Entities”):

• Central Penn Capital Management, LLC;

• Chesapeake Capital Management, LLC;

• Noble Capital Management, LLC; and

• Susquehanna Capital Management, LLC

The Issuer funds the Operating Entities’ operations. See “THE ISSUER AND AFFILIATED ENTITIES”.

The Issuer is also an investor in, and indirect owner of, certain related entities. See the organizational chart, attached as Annex B, for further information about the structure of the Issuer and its affiliates, including the Operating Entities.

The Notes

General.  The Issuer is offering for sale on a continuous basis $20,000,000 of its subordinated, unsecured, interest-only promissory notes (the “Notes”). Each Note will bear a fixed rate of interest and have a term selected by the purchaser of the Note from the following options:

(i) three, five or seven years;

(ii) one year, and payable upon 30 days’ written demand thereafter; or

(iii) payable upon 30 days’ written demand.

The Notes are both unsecured and subordinated to all current and future Senior Debt (defined in “THE NOTES—Subordination to Senior Lenders”) of the Issuer and its Operating Entities. The form of Note is attached hereto as Annex F.

Fixed Rate. The rate of interest of all Notes is fixed and will be established at the date of purchase using the Issuer’s published rates in effect at the time of purchase. Note holders will be paid interest on a quarterly basis based upon the principal sum of their Note and the applicable interest rate. All interest rates have been set by the Issuer, in its discretion, and will be

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updated on a quarter calendar basis for new Note purchasers; provided, however, that quarter-over-quarter interest rate changes are limited to 0.50% (either positive or negative) for each maturity offered, and the total interest rate change over the life of the Offering for each maturity offered is limited to 2.00% (either positive or negative) from the initial rate offered at the time of commencement of the Offering. The Issuer attempts to set market competitive interest rates, taking into account rates of interest being offered by banks and non-institutional lenders of which the Issuer is aware. However, interest rates offered by the Issuer may or may not be consistent with general market rates of interest available.

The Interest Rate Chart attached hereto as Annex A shows the rates being offered by the Issuer for each available Note term option as well as the date those rates expire. The Issuer will update Annex A on a calendar quarter basis.

Interest Only Payments.  Payments of interest only on each Note will be made on a calendar quarterly basis, with the principal amount of each Note being due in full at maturity or, for Notes with a demand feature, upon demand in accordance with the terms of the Note.

Notes are Unsecured and Subordinated.  The Notes are not secured. As a result, Note holders are general, unsecured creditors of the Issuer, and claims of Note holders are secondary to all secured creditors of the Issuer. In addition, all Note holders are required to join a Subordination and Junior Lender Agreement, which is attached hereto as Annex E, subordinating the Notes to all Senior Debt of the Issuer and of the Operating Entities, meaning all institutional or similar commercial loan facilities. The providers of the Senior Debt to the Issuer or the Operating Entities, whether one or more, now or in the future, are referred to as the “Senior Lenders”.

As of the date of this Memorandum, the Issuer has no Senior Debt, but is actively seeking a Senior Lender. The Issuer has the right to obtain and modify any Senior Debt at any time and from time to time, at its sole discretion and without the approval of Investors.

See “THE NOTES – Subordination to Senior Lenders” on page 9 for a description of the terms of subordination.

Early Repayment.  The Issuer has the right at any time to prepay a Note, in whole, or in part, without penalty.

Termination of Offering

The Offering is intended to be a continuous offering and will terminate upon the earlier of (i) the date when all Notes offered hereby have been purchased; (ii) such date as the Issuer may determine, at its sole discretion; or (iii) the second anniversary of the effective date of this Offering Circular.

Services Agreement

The Noble Group provides services to the Issuer, such as general administrative, accounting, real estate management, real estate brokerage, loan servicing and loan workout. In addition, the Issuer pays sales commissions and incentive compensation to The Noble Group. The fee arrangements with respect to all such services are set forth in a Services Agreement between The Noble Group and the Issuer, the form of which is attached hereto as Annex C.

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Minimum Investment

The minimum initial investment for a Note is Fifty Thousand Dollars ($50,000). The Issuer may, at its discretion, accept a lesser amount.

Minimum Condition

The Offering is not contingent upon the sale of any minimum amount of Notes.

Use of Proceeds

If the Issuer sells all of the Notes offered (i.e., $20.0 million) through its own efforts, it estimates its proceeds, after deducting estimated offering expenses of $50,000, and assuming no commission sales are made, will be approximately $19,950,000. Proceeds of the Offering will be used by the Issuer to finance the activities of the Operating Entities.

Investor Eligibility

The Offering is open to investors who meet applicable investor qualifications. See “WHO MAY INVEST” on page 5.

Acceptance,
Cancellation and
Refunding of
Subscriptions

Subscriptions for Notes will be accepted, and Notes will be issued from time to time by the Issuer, in its discretion. Subscriptions for Notes will only be considered once the Issuer receives an executed Subscription Agreement, an executed Subordination and Junior Lender Agreement and payment in full for the Notes subscribed.

Subscription Agreements are not binding on the Issuer until the Issuer accepts them in writing. The Issuer reserves the right to reject, at its sole discretion, any Subscription Agreement. The Issuer will promptly return funds provided as part of a subscription that is not accepted, without interest.

Risk Factors

An investment in the Notes is speculative and involves a significant degree of risk. Some of the risks relate to the nature of the Issuer and its business while other risks relate to the unsecured, subordinated nature of the Notes. Recipients are urged to carefully consider the information contained in the “RISK FACTORS” section of this Confidential Private Offering Memorandum beginning on page 11 before purchasing any Notes.

Restrictions on
Transfer

Notes may not be transferred or assigned. Generally speaking, it is unlikely that a Note holder will be able to sell or transfer Notes except upon death, by virtue of the laws of descent and distribution. All transfers of Notes must comply with applicable securities laws.

Conflicts of Interest

Various conflicts of interest exist between the Issuer, Gregory K. Millen and affiliated entities of Mr. Millen. See the “MANAGEMENT – Conflicts of Interest” section of this Confidential Private Offering Memorandum for more information.

Fiscal Year

The Fiscal Year of the Issuer ends on December 31 of each year.

Quarterly Reports

Note holders will receive quarterly financial reports prepared by the Issuer and quarterly statements detailing the interest earned on their Note.

Audited Financial
Statements

Note holders will receive annual audited financial statements. The Issuer’s unaudited 2017 and audited 2018 financial statements are included in this Offering Circular beginning on page F-1.

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Accountant

The Issuer has retained Brown Schultz Sheridan & Fritz, CPAs, as its accountant and Acuity Advisors and CPAs, LLP as its tax advisor.

Legal Counsel

Barley Snyder LLP acts as legal counsel to the Issuer in connection with this Offering. Barley Snyder LLP does not represent the Note holders. No independent counsel has been retained to represent the Note holders. Note holders are urged to seek their own legal counsel.

Material Federal income
Tax Considerations

A summary of the material U.S. Federal income tax considerations involved in purchasing, owning and disposing of Notes is provided in “MATERIAL FEDERAL INCOME TAX CONSIDERATIONS”. Recipients are urged to consult with their tax advisor with respect to the U.S. Federal income tax considerations involved in owning the Notes in light of their own particular situation and with respect to any tax consequences arising under the laws of any state, local, foreign or other taxing jurisdiction.

How to Subscribe

If you wish to purchase a Note, you must: 1) Complete and sign the Subscription Agreement (Annex D); 2) Date and sign the Subordination and Junior Lender Agreement (Annex E); and 3) Deliver the signed documents to the Issuer prior to the termination of the Offering, together with payment in full of the purchase price for any Note subscribed. Make checks payable to “Noble Advisors, LLC”.

For Further Information
contact:

Terry Hertzog
The Noble Group

1817 Olde Homestead Lane

Suite 101

Lancaster, PA 17601

(717) 398-0700 x 130 (office)

(717) 271-8317 (cell)

thertzog@nobleweb.com

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RISK FACTORS

Investing in the Notes involves significant risks. Note holders will be subject to risks inherent in being a holder of Notes and the risks of the business activities of the Issuer. Recipients should carefully consider the following factors, as well as other information contained in this Confidential Private Offering Memorandum (the “Memorandum”), before deciding to invest in the Notes. In the opinion of management of the Issuer, Investors should only invest in the Notes if they are able to afford the loss of their entire investment, if they have substantial financial means and if they have no need for liquidity to the extent of their investment in the Notes. In considering an investment in the Notes, recipients should carefully consider all of the following risks, as well as the other information set forth in this Memorandum or provided by the Issuer. The risk factors set forth below should not be considered an exhaustive listing of all potential risks.

The Issuer is dependent on the Operating Entities for cash flow, including funds required to pay interest on the Notes and to repay the Notes at maturity.

The Issuer will be almost exclusively reliant on profits generated by the investment activities of the Operating Entities as the ultimate source of funds to pay interest on the Notes as well as to repay the Notes at maturity. As a result, Note holders are subject to all of the risks and uncertainties associated with the business of the Operating Entities, the most important of which are set forth below:

The Issuer’s ability to pay the interest on the Notes and to repay the Notes at maturity is dependent on the success of the Operating Entities and its ability to obtain distributions from the Operating Entities, all of which have debt obligations of their own that may prevent the Issuer from obtaining distributions upon an event of default at the Operating Entity level.

Two of the Operating Entities (Central Penn Capital Management, LLC (“CPCM”) and Noble Capital Management, LLC (“NCM”)) have issued significant amounts of subordinated, unsecured notes in private placements (the “CPCM Notes” and the “NCM Notes”, respectively). As of December 31, 2018, the balance of CPCM Notes and NCM Notes outstanding was as follows: Central Penn Capital Management LLC $19,098,394; and Noble Capital Management, LLC $2,708,972.

In addition, each Operating Entity has obtained a commercial credit facility to support its operations. As of December 31, 2018 the balance of each such facility for Noble Capital Management, LLC, Chesapeake Capital Management, LLC and Susquehanna Capital Management, LLC was $0, and the balance of the Central Penn Capital Management facility was $624,245. Each such facility’s available line of credit is significant and, as a result, the Operating Entities may at various times be considered highly leveraged.

The CPCM Notes are subordinated to CPCM’s commercial lenders, and the NCM Notes are subordinated to NCM’s commercial lenders. We refer to CPCM’s and NCM’s current or future commercial lenders, as well as any current or future commercial lender of the Issuer or any of the other Operating Entities, as the “Senior Lenders”, and we refer to all credit extended by the Senior Lenders as the “Senior Debt”. The Notes will be unsecured and subordinated to the Senior Debt of all Senior Lenders. The CPCM Notes are only subordinated to CPCM’s own Senior Lender’s commercial loan facility. Likewise, the NCM Notes are only subordinated to NCM’s

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own Senior Lender’s commercial loan facility. Despite similar subordination, holders of CPCM Notes and holders of NCM Notes are likely to have a superior right to any available assets of CPCM and NCM, respectively, compared to Note holders in the event of a default under the CPCM Notes or NCM Notes, respectively.

The Issuer is reliant upon the Operating Entities for funding necessary to repay the Notes. If any of the Operating Entities defaults on its Senior Debt, or if any of the Operating Entities does not generate a profit or experiences a loss, the Issuer may be unable to obtain excess funds from such Operating Entity. In that situation, the Issuer may not have sufficient funds to make payments of interest on the Notes or to repay the Notes at maturity. There can be no assurance that the Operating Entities as a whole, or any of them, will be able to generate a profit sufficient to allow the Issuer to pay the interest due on the Notes or to repay the Notes at maturity.

See “THE NOTES – Subordination to Senior Lenders” on page 18 for a description of the Subordination terms.

Volatility of the real estate market may adversely affect the Operating Entities’ results.

The Operating Entities’ core business is primarily the investment in real estate, currently with a focus on the Middle Atlantic states as well as mortgage-backed securities throughout the United States. The real estate market is often volatile, and a significant downward movement of real estate values could severely affect the value of the Operating Entities’ investments and ability to generate a positive return on those investments. The results of operations of the Operating Entities (and therefore of the Issuer) may be affected by employment, economic, regional, regulatory developments or other factors related to the real estate industry. If real estate values drop significantly, the Operating Entities’ financial condition could deteriorate significantly, and they may be unable to repay funds invested in them by the Issuer or loaned to them by the Issuer.

Real estate and mortgage-backed securities are illiquid investments. If the Operating Entities are unable to dispose of their investments at the most opportune time, or when desired, the Operating Entities may not have sufficient funds to meet their obligations, including repayment of investments in them by the Issuer or loans made to them by the Issuer.

The Issuer anticipates that the Operating Entities’ investments will be concentrated in real estate and mortgage-backed securities. From time to time, there may not be an active market in either real estate or mortgage-backed securities. As a result, it may be difficult for one or more of the Operating Entities to dispose of real estate inventory or mortgage-backed securities at times and at prices that are most beneficial or that match their need for liquid funds. Such conditions may result in a less favorable price for real estate or mortgage-backed securities sales than might be obtainable if the investments were readily saleable, or cause an Operating Entity to have insufficient cash funds to pay senior debt or loans made by the Issuer. The Issuer expects that the Operating Entities will generally have a significant amount of real estate under agreement at any given time but does not anticipate that they will have a written policy regarding the minimum liquidity in their respective portfolios of real estate and mortgage-backed securities.

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Limited cash flow may result from investments in mortgage-backed securities.

A portion of the Operating Entities’ investments will be invested in mortgage-backed securities. The Operating Entities generate cash flow from these investments when a borrower makes principal and interest payments, a borrower sells a property and pays off a loan, a settlement is reached with a borrower on a short sale, a borrower refinances, or the Operating Entity takes title via a deed and sells the underlying real estate. If one or more of the Operating Entities is significantly delayed in its timeline to complete any of the above, it may not have sufficient cash flow to pay its debt service obligations, including investments into it by the Issuer or loans made to it by the Issuer.

As owner and operator of real estate, the Operating Entities are exposed to property liability risks inherent in those activities.

Real estate ownership involves an inherent amount of property risk and liability of the owner to prevent injury or death to individuals who are on the premises. Although the Operating Entities have safety measures in place and intend to carry property and liability insurance coverage on commercial real estate held in portfolio, it will not typically maintain property insurance coverage on residential real estate held in portfolio. In addition, even with respect to real estate for which the Issuer obtains insurance, an Operating Entity may suffer financial harm if a parcel of real estate suffers damage by fire, wind, rain or similar incidents or if an individual is seriously injured or killed at one of the properties, any of which could negatively affect the financial condition of the affected Operating Entity and, therefore, the cash flow available to the Issuer.

As owner of mortgage-backed securities, the Operating Entities are exposed to uninsured or underinsured real estate in those activities.

Some of the owners of the real estate that secures the Operating Entities’ mortgage-backed securities may allow their property insurance to lapse or the underlying property may be uninsured or underinsured or not be covered by a specific hazard. In the case of owned real estate, although the Operating Entities intend to be the loss payee on the insurance policies covering their respective mortgages, and generally carry forced place insurance on higher value properties when they become uninsured, there is no guarantee that an Operating Entity will be able to ensure that insurance coverage is in place at all times and for all hazards, and it may suffer financial harm if a parcel of real estate suffers damage during a lapse in insurance coverage. A significant damage event at an uninsured and underinsured property could negatively affect the financial condition of the affected Operating Entity and, therefore, the cash flow available to the Issuer.

The investments of the Operating Entities may have title defects and lack title insurance.

The majority of the real estate purchased by the Operating Entities is purchased without title insurance and often is held in ownership without title insurance. Additionally, some of the mortgages purchased by the Operating Entities are purchased without title insurance. Real estate and mortgages purchased without title insurance create risk for an Operating Entity because any title defects become the

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responsibility of the Operating Entity. If title is defective on a significant amount of an Operating Entity’s real estate investments, the Operating Entity could experience losses that would negatively affect both the Operating Entity and its ability to repay investments into it by the Issuer or money loaned to it by the Issuer.

The Operating Entities may invest in non-real estate assets, which carry different risks, including loss of lien position, depreciation in value, obsolescence and lack of security.

In addition to their core business of investing in real estate and mortgage-backed securities, from time to time the Operating Entities invest in debt instruments secured by assets other than real estate, such as non-real estate backed debt instruments such as debt secured by UCCs, accounts receivable, inventory and vehicles. These investments will be made at the sole discretion of the Issuer; however, the Issuer does not intend to hold more than 20% of its total investments in non-real estate backed debt instruments. These non-real estate backed debt instruments may be secured by depreciated collateral, or collateral that may be difficult to locate and liquidate. If an Operating Entity does not maintain UCC filings, it could lose its lien position to other creditors or entirely. Also, all or a portion of accounts receivable may turn out to be uncollectible. In general, inventory may become obsolete, may be of lower value than represented by the borrower of the note it secures, is more difficult to track and may be less salable. In addition, vehicles are depreciating assets and may be easier to transport or hide than other types of collateral. Additionally, an Operating Entity may also invest in unsecured debt instruments which have no collateral which exposes it to a complete loss of its investment. Loss of access to collateral could cause an Operating Entity to be unable to collect the associated debt, in whole or in part.

The Issuer and the Operating Entities need significant funds to conduct business.

The Issuer’s core business involves funding the activities of the Operating Entities. In order to be successful, the Operating Entities need to have the ability to fund a steady acquisition and turnover of real estate and mortgage-backed securities. The ability of the Issuer or its Operating Entities to obtain traditional secured financing from institutional lenders is limited due to the short time period that the Operating Entities typically hold the deed on the majority of the real estate investments made, which makes it difficult for institutional lenders to use the portfolio of real estate as collateral. Additionally, many institutional lenders are reluctant to use sub-performing or non-performing mortgage-backed securities as security. If the Issuer and the Operating Entities are unable to obtain financing, the Operating Entities may be unable to meet their obligations or capitalize on the opportunities available. As a result, even if the Issuer sells all of the Notes hereby offered, the Issuer may have a substantial need for additional capital beyond that raised through this Offering to properly finance the activities of the Operating Entities.

The Issuer’s Senior Debt obligations may become significant.

As of the date of this Memorandum, the Issuer has no Senior Lender but is actively seeking a commercial bank to become its Senior Lender. In addition, all four of the Operating Entities, CPCM, CCM, NCM and SCM, have Senior Lenders. The Issuer retains the unlimited right to acquire an unlimited amount of Senior Debt, at the Issuer’s sole discretion, as do the Operating Entities. If the Issuer or its Operating Entities are unable to meet their respective

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debt obligations to their Senior Lenders, holders of the Notes may not be able to recover their principal investment in the Notes or receive any interest thereon.

The Notes are subordinated to Senior Debt.

Payment of the principal and interest on the Notes will be subordinated to all Senior Lenders, including Senior Lenders to the Operating Entities. Therefore, in the event of a dissolution of the Issuer or its Operating Entities, the Senior Lenders and any other secured creditors of the Issuer or of such Operating Entity will be entitled to recover the amounts they are owed out of the proceeds, if any, realized from the sale of that entity’s assets (see “THE NOTES – Subordination to Senior Lenders”). In addition, during the period of any default on obligations to a Senior Lender, Note holders are not able to receive payments of either principal or interest until the default is cured. Accordingly, the ability of a Note holder to recover all or any portion of amounts due under a Note under such circumstances will depend on the amount of funds available and the amount of the claims of Senior Lender and other secured creditors. There can be no assurances that a Note holder will recover any funds at all upon dissolution of the Issuer or an Operating Entity.

Increased leverage may reduce profits and negatively impact the Issuer’s ability to repay the Notes.

The Issuer anticipates using Senior Debt, additional Notes or other indebtedness to fund future operations of the Operating Entities. Such debt will increase both the possibilities of profit and the risk of loss experienced by the Issuer. The amount of the borrowings, and the interest rates and fees on those borrowings, which will fluctuate, may have an effect on the Issuer’s profitability. Under certain circumstances, a Senior Lender may demand an increase in the collateral that secures such indebtedness, and if the Issuer is unable to provide additional collateral, the lender could liquidate assets held by the Issuer, which is likely to include the assets of its Operating Entities. Such liquidation could have extremely adverse consequences on the value of the assets owned by the Issuer and its ability to repay the Notes.

Investors have no ability to participate in management of the Issuer and will not be able to review or control the investments the Issuer makes.

Investors will have no right or power to directly take part in the management or control of the business of the Issuer. All decisions with respect to the management of the Issuer will be made exclusively by its Manager. The real estate and mortgage-backed securities investments to be made by the Issuer with the proceeds of this offering have not yet been identified. You will not have an opportunity to review the investments to made by the Issuer in advance and are relying on the Issuer and its Manager to make all such decisions. Thus, you are ultimately relying on the successful decision making of the Manager’s key officers for the success of the Issuer’s operations and, therefore, its ability to repay the Notes according to their terms.

There is no assurance that all of the Notes being offered will be sold because there will not be an underwriter.

The Offering will not be undertaken through the services of an underwriter, and there can be no assurance that any or all of the Notes offered hereby will be sold. Failure to sell some or all of the Notes offered may result in the Issuer having lower capital than management considers ideal, which could adversely affect the ability of the Issuer to fund the Operating Entities’ activities sufficient to take advantage of available business opportunities.

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The Issuer’s liquidity could be negatively impacted if it fails to appropriately stagger the maturities of the Notes that it sells.

The Notes have terms as short as 30 days and as long as seven years. As a result, the Issuer will need to manage the scheduled maturities of the various terms of the Notes that it sells in this offering. If the Issuer fails to manage the Note maturities, it may become obligated to repay a greater amount of principal and interest on the Notes than it has cash available, resulting in a default on the Notes and possibly on its Senior Debt as well.

Note holders do not have the right to be repaid at any time other than scheduled maturity.

A Note holder has no right to demand payment of their Note at any time other than the scheduled maturity of the Note.

Transferability of the Notes is restricted.

Transfer of the Notes is substantially restricted under both federal and certain state securities laws. The Notes cannot be resold without registration under the applicable federal and state securities laws or without complying with an exemption from registration. A legend will be placed on each Note to that effect.

The Notes contain a forum selection provision that requires all disputes to be resolved in the courts of Lancaster County in the Commonwealth of Pennsylvania, regardless of convenience or cost to the Investor to litigate in that forum.

The Notes provide that the courts located in Lancaster County, Pennsylvania are the sole and exclusive forum for any noteholder actions relating to a Note, including actions to enforce payment of a Note. Therefore, an Investor may be compelled to travel to Lancaster County, Pennsylvania to prosecute or defend any claims involving a Note. Lancaster County may be an inconvenient forum for an Investor, which could cause an Investor to incur additional costs and expenses. Moreover, the exclusive forum provision may limit an Investor’s ability to bring a claim in a judicial forum that the Investor believes is more favorable to the Investor. An Investor also waives any right to a jury trial with respect to claims involving a Note. As a result, the forum selection provision may have the effect of discouraging lawsuits with respect to enforcement of the Note.

The lack of a market for the Notes will make it difficult for a Note holder to sell a Note.

In addition to the restrictions on transfer of the Notes imposed by the securities laws, no market currently exists for the resale of the Notes. Therefore, a Note holder will likely not be able to sell or otherwise dispose of a Note at an acceptable price or at all, and will need to remain a Note holder until the maturity date set forth in the Note.

Investors will not have the benefit that would come with registration of the offer of Notes under federal or, in some cases, state securities laws.

The offer and sale of the Notes pursuant to the Offering have not been and will not be registered under the Securities Act, as amended, and will not be registered under any state securities act, other than the state securities acts of Pennsylvania, Delaware and Oregon, by reason of specific exemption from registration under such acts. Thus, the Offering has not been subjected to the more intense scrutiny in every jurisdiction in which the Offering is made that is provided by the registration process. Accordingly, Investors must judge the adequacy of

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disclosure and fairness of the terms of the Offering on their own, and without the benefit of registration level review by any regulatory agency in those jurisdictions in which the Issuer is relying on an exemption from registration.

The Notes are unsecured and are not guaranteed by any person or entity.

Payment of the principal and interest on the Notes is not secured by a security interest in any of the assets of the Issuer or any other person, and the Notes are not guaranteed by any person or entity. Therefore, in the event the Issuer defaults in the payment of a Note, the Note holder should not expect to be able to recover payment from the Issuer’s assets generally or recover payment from any guarantor.

Impact of federal and state taxes on ownership of the Notes.

Federal and state tax laws are subject to amendment at any time and any such amendment is likely to impact the effective return on the Notes. If tax rates are decreased or deductions increased, the effective return to a holder of Notes would be increased. On the other hand, if tax rates are increased or deductions decreased, the effective return to a holder of Notes would be decreased. State income taxes and personal property taxes vary from state to state, and an Investor must consider the impact of the tax structure applicable to the Notes in the state in which the Investor resides. Given current public fiscal issues, it is possible that the benefits of an investment in the Notes could be substantially impacted by changing tax policies of the federal government and the various states.

The Noble Group is engaged in other activities that may create a conflict of interest in terms of time and effort spent on behalf of the Operating Entities.

The success of the Issuer’s investments in the Operating Entities will be directly impacted by the success of the research and services provided by The Noble Group. The Noble Group provides the research required to identify investment opportunities that are purchased by the Operating Entities and provides general administrative, accounting, real estate management, real estate brokerage, loan servicing and loan workout services to the Operating Entities. Although The Noble Group will devote substantial time to the business of the Issuer and the Operating Entities, The Noble Group will engage in other business activities, including without limitation, providing investment real estate advisory services to other affiliated entities other than the Operating Entities, including companies that have a similar investment objective to that of the Operating Entities. The failure of The Noble Group to remain involved with the Issuer and its Operating Entities would likely have a material adverse effect on the operations of the Issuer and its ability to repay the Notes. See “MANAGEMENT – Conflicts of Interest”.

In addition to the risks described above, the Issuer and the Notes may be subject to unforeseen risks or risks not fully appreciated as of the date of the Offering Circular. In considering an investment in the Notes, Investors should keep in mind the possibility of these and other risks that could be important.

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THE NOTES

General

The Notes are unsecured, subordinated promissory notes of the Issuer with a fixed rate of interest that is determined by reference to the rate being offered by the Issuer with respect to the selected maturity date of the Note at the time of purchase. Interest rates are set by the Issuer, in its discretion; provided, however, that quarter-over-quarter interest rate changes are limited to 0.50% (either positive or negative) for each maturity offered, and the total interest rate change over the life of the Offering for each maturity offered is limited to 2.00% (either positive or negative) from the initial rate offered at the time of commencement of the Offering. The available maturity terms that an investor may select from are as follows: (i) three, five or seven years; (ii) one year, and payable upon 30 days’ written demand thereafter; or (iii) payable upon 30 days’ written demand. The Notes are obligations of the Issuer to repay the Note holder the principal amount of the Note with interest at the applicable rate. The form of term Note is attached hereto as Annex F.

Interest Rates

An Investor must choose the maturity term of the Note upon subscription, and that selection will determine the interest rate of the Note. The interest rates being offered by the Issuer for each Note depends on the selected term of the Note in accordance with the Interest Rate Chart in effect at the time of purchase. The Interest Rate Chart in effect for the current calendar quarter, is attached hereto as Annex A. The issuer updates its offered rates on the first day of each calendar quarter, and will publish its revised Interest Rate Chart on each such date.

Interest Payments

The Issuer will make quarterly payments of interest only, beginning the first calendar quarter following the month of issuance of the Note. In lieu of payment of interest, a Note holder may, at the Note holder’s sole option, choose for interest to accrue until maturity of the Note.

Maturity

Each Note is due and payable in full, along with all accrued and unpaid interest, on its maturity date or, in the case of any Note with a demand feature, upon demand in accordance with its terms.

Prepayment by the Issuer

The Issuer may prepay one or more of the Notes at any time and from time to time, in whole or in part, without premium or penalty.

Subordination to Senior Lenders

Two of the Operating Entities (CPCM and NCM have issued significant amounts of subordinated, unsecured notes in private placements (the “CPCM Notes” and the “NCM Notes”, respectively). As of December 31, 2018, the balance of these outstanding notes was as follows: Central Penn Capital Management, LLC Notes $19,098,394; and Noble Capital Management, LLC Notes $2,708,972.

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In addition, each Operating Entity has obtained a commercial credit facility to support its operations. As of December 31, 2018, the balance of each such facility, other than the facility of Central Penn Capital Management, which had a balance of $624,245, was $0.

The CPCM Notes are subordinated to CPCM’s commercial lenders, and the NCM Notes are subordinated to NCM’s commercial lenders. We refer to CPCM’s and NCM’s current or future commercial lenders as well as any current or future commercial lender of the Issuer as the “Senior Lenders”, and we refer to all credit extended by the Senior Lenders as the “Senior Debt”.

The Notes are unsecured and will be subordinated to the Senior Debt of all Senior Lenders. The CPCM Notes are only subordinated to CPCM’s own Senior Lender’s commercial loan facility. Likewise, the NCM Notes are only subordinated to NCM’s own Senior Lender’s commercial loan facility.

As of the date of this Memorandum, the Issuer has no Senior Lender, but is actively seeking a commercial bank to become its Senior Lender. The Issuer anticipates any Senior Lender will require a first lien security interest on all of the Issuer’s assets.

As a result of the foregoing, the Issuer is requiring that each Note holder execute a Joinder by which such Note holder becomes a party to a Subordination and Junior Lender Agreement, attached hereto as Annex E. The Subordination and Junior Lender Agreement governs the relationship between the Senior Lenders, on one hand, and all of the Note holders, on the other hand.

The Subordination and Junior Lender Agreement provides, among other things, that: (a) the Issuer may pay regular installments of principal and interest on the Notes if, but only if, no event of default exists with respect to the indebtedness owing to a Senior Lender; (b) each Note holder is prohibited from accepting or retaining any installment of principal and/or interest at any time when any event of default exists with respect to the indebtedness owing to a Senior Lender; and (c) he, she or it will execute a revised subordination and junior lender agreement if any Senior Lender requires a different form. In addition, the Note holders agree, as between themselves, that each Note holder is prohibited from enforcing, collecting, foreclosing, entering judgment or otherwise taking any steps whatsoever to legally require the Issuer to make any payment of principal, interest, costs, or expenses on account of such Note holder individually, and any such actions taken shall be for the benefit of all holders of Notes. See “Pari Passu / Pro-Rata Relationship Among Note Holders”, below.

In the event of a dissolution of the Issuer, the proceeds, if any, realized from the sale of any assets will be distributed only after the satisfaction of all claims of secured and senior creditors, including the Senior Lenders. The holders of Notes will be subordinated to all Senior Lenders, including Senior Lenders to the Operating Entities, and the Senior Lenders will, therefore, be entitled to seek repayment from the borrowing entity’s assets before Note holders. In addition, other creditors holding a security interest will be entitled to payment from the assets covered by the security interest before any general creditors, including the Note holders, may be paid. Accordingly, the ability of a Note holder to recover all or any portion of the outstanding principal or interest on a Note under such circumstances will depend on the amount of funds realized from the sale of the Issuer’s assets and the amount of the claims of all senior and secured creditors. There can be no assurances that a Note holder will be able to recover any funds at all upon liquidation or dissolution of the Issuer.

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Pari Passu / Pro-Rata Relationship Among Note Holders

The Subscription Agreement provides that, subject to the Subordination and Junior Lender Agreement, the proceeds from any disposition of all or any part of the Issuer’s assets shall be shared by and distributed among the Note holders on a pari passu, pro-rata basis. If the Issuer offers Notes in the future, all Note holders under this Offering and future offerings will also hold pari passu, pro-rata rights among themselves. The Issuer will require that all such future investors in subsequent offerings sign a similar subscription agreement and will be equal in rights to the purchasers of Notes in this Offering.

Additional Borrowings

So long as the Issuer is not in default, the Issuer may, without any Note holder’s consent, and in its sole discretion, obtain unlimited additional secured or unsecured Senior Debt from one or more Senior Lenders. Each Note holder is required to execute such additional agreements with respect to such Senior Debt as any Senior Lender may require (which will, among other things, subordinate the Notes to the rights of such Senior Lenders).

Events of Default; Remedies

The Issuer will be in default if any of the following occur:

(a) The Issuer fails to pay any installment of any amount due under the Note within 15 days after it become due;

(b) The Issuer fails to observe or perform any other covenants or provisions contained in the Note, after 60 days’ notice and opportunity to cure or such longer period as is reasonably necessary to effect a cure;

(c) The Issuer makes any warranty, representation or statement to a Note holder that is false or misleading in any material respect, either at the time made or furnished.

(c) The Issuer makes an assignment for the benefit of creditors, or a trustee or receiver is appointed for the Issuer or for any of its property, to the extent the same is not vacated or set aside within 60 days; or

(d) Any proceeding is commenced by or against the Issuer under any bankruptcy, reorganization, arrangement or readjustment of debt, insolvency, receivership, liquidation, or dissolution law or statute, to the extent the same is not vacated or set aside within 60 days.

If an event a default occurs, subject to the restrictions set forth in the Subordination and Junior Lender Agreement and to the pari-passu status of all Note holders, a Note holder may take one or more of the following actions:

(a) Declare the entire unpaid principal balance of the Note, together with all accrued interest, and all other sums due under the Note (the “Indebtedness”) to be due and payable immediately; and/or

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(d) Exercise any other right or remedy provided in the Note, at law or in equity.

In addition, any costs of suit and other expenses incurred by a Note holder in connection with any action to enforce the Note, whether or not suit is brought, including reasonable attorneys’ fees, is payable by the Issuer on demand.

Governing Law

The Notes will be governed by the laws of the Commonwealth of Pennsylvania, and the exclusive venue for any enforcement action or other dispute regarding the Notes will be Lancaster County, Pennsylvania.

PLAN OF DISTRIBUTION

General

This Offering will end on the earlier of two years from the date of this Offering Circular, when all the Notes have been sold or such earlier date as the Issuer may determine to end the Offering, in the exercise of its discretion. The Notes are offered on an “any or all” basis. There is no minimum level of Notes which must be sold in connection with the Offering.

The Issuer may enter into selling agreements with broker-dealers who are registered with Financial Industry Regulatory Authority (“FINRA”). Such broker-dealers would be paid a commission of up to 2% on subscriptions they solicit from investors. Other than the commission, no additional compensation will be paid to such broker-dealers nor will any expense of such participating broker-dealers be paid by the Issuer.

The officers and managers of the Issuer will also solicit purchasers of Notes. However, they will receive no additional compensation for such solicitation efforts.

Investors must invest a minimum of $50,000 for the purchase of a Note, and in increments of $5,000 for amounts above the minimum. Proceeds may be used or invested immediately by the Issuer and will not be placed in an escrow account. The Issuer reserves the right to accept a subscription for less than the amount subscribed for. The Issuer reserves the right (i) to waive or change the minimum investment required for any Investor and (ii) to reject, in whole or in part, the subscription of any person for any reason, at its sole discretion. If any subscription is rejected, the funds tendered with respect thereto will be returned promptly to the Investor, without interest.

Eligible Investors

See “WHO MAY INVEST” on page 5.

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How to Subscribe

You may subscribe for Notes by:

1) Dating, completing and signing a Subscription Agreement (attached hereto as Annex D),

2) Dating and signing the Subordination and Junior Lender Agreement (attached hereto as Annex E);

3) Delivering the above documents (collectively, the “Subscription Documents”) to the Issuer on a date reasonably acceptable to the Issuer or designated by the Issuer in advance, but in no event later than the termination date of the offering; and

4) Tendering payment in full of the required cash purchase price (the “Subscription Funds”) for the Notes being subscribed for in the Subscription Documents. Checks should be made payable to “Noble Advisors, LLC”.

Wiring instructions are as follows:

Beneficiary Institution – BB&T

Beneficiary Institution Address – 1950 Olde Philadelphia Pike, Lancaster, PA 17602

Beneficiary ABA # – 031309123

Beneficiary Account Number – 1390000747080

Beneficiary Name – Noble Advisors, LLC

Beneficiary Address – 1817 Olde Homestead Lane; Suite 101; Lancaster, PA 17601

All Subscription Documents and Subscription Funds may be mailed or delivered to Terry Hertzog at Noble Advisors, LLC; 1817 Olde Homestead Lane, Suite 101, Lancaster, PA 17601. The Issuer shall use reasonable efforts to accept or reject a Subscription Agreement within fifteen (15) days of its receipt. If the Issuer rejects the Subscription, it shall so notify the Investor and shall return the Subscription Funds to the Investor, along with a copy of the Subscription Agreement marked “Rejected”. If the Issuer accepts the Subscription, it shall execute the Subscription Agreement and shall return a fully executed copy of the Subscription Agreement to the Investor. Notes will be issued by the Issuer within five business days of acceptance of a Subscription Agreement. The Issuer reserves the right to reject any subscription for any reason, at its sole discretion.

THE ISSUER AND AFFILIATED ENTITIES

General

Noble Advisors, LLC is a Pennsylvania limited liability company that was formed on March 31, 2008. The Issuer is the sole member (owner) of the Operating Entities and of The Noble Group. The Issuer invests equity capital into the Operating Entities. The Issuer has no employees. All services required by the Issuer to operate its business are provided by its manager, The Noble Group.

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Headquarters

The Issuer’s headquarters are located at 1817 Olde Homestead Lane, Suite 101, Lancaster, PA 17601. The headquarters office is a leased facility, consisting of approximately 6,255 square feet. The Issuer anticipates that this facility will be sufficient for its needs for the foreseeable future.

Ownership

The Issuer is owned as follows:

Name	Class	Percent Ownership
Katherine L. Millen	A	*
Kenneth L. Herr	A	*
Junction Holdings, LP	A	*
Gregory K. Millen	B	90% of Class B Interests
Lane G. Randolph	B	8% of Class B Interests
Rich Hawkins	B	2% of Class B Interests

* The Class A investors of the Issuer have capital invested in the Issuer and a profits interest in the Issuer and are entitled to a preferred return (over and above the Class B investors) on the capital they have invested in the Issuer. The Class A investors are members of the Issuer but have no voting rights.

Effective as of January 1, 2018, the Noble Group LLC, manager of Noble Advisors, LLC, was sold to the Issuer by Mr. Millen, pursuant to an Agreement of Sale executed in May 2018. As a result, 2017 financial statements have been retrospectively adjusted to conform to the 2018 financial statement presentation.

Structure

The following is a description of the Issuer’s structure. The Issuer’s Organizational Chart is attached hereto as Annex B.

The Operating Entities. For general liability, diversification and strategic business reasons, the Issuer has established wholly-owned subsidiaries (the “Operating Entities”), each which engage in substantially the same operations: a) the purchase and sale of real estate, and b) the purchase and resolution of performing and non-performing mortgage backed securities. As of the date of this Memorandum, the Operating Entities are Central Penn Capital Management, LLC, Chesapeake Capital Management, LLC, Noble Capital Management, LLC and Susquehanna Capital Management, LLC. The Issuer may establish more entities to be Operating Entities in the future. Each of the Operating Entities is a Pennsylvania limited liability company whose sole member is the Issuer. The manager of each of the Operating Entities and of the Issuer is The Noble Group.

The Operating Entities currently have no employees, and all services required by the Operating Entities are provided by The Noble Group. The core business and primary investment strategy of each of the Operating Entities is to invest in real estate, with a current focus on the Middle Atlantic region of the United States, and mortgage-backed securities throughout the United States. From time to time, the Operating Entities will make other investments in other securities, such as (i) debt instruments secured by assets other than real estate, including UCCs, accounts receivable, inventory and vehicles, (ii) non-convertible debt securities, such as certificates of deposits, commercial paper, notes, bonds or

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debentures, (iii) money market investments, such as U.S. Government Notes, and (iv) unsecured loans to affiliated entities other than the Operating Entities.

Central Penn Capital Management, LLC. Central Penn Capital Management, LLC (“CPCM”) and its wholly-owned subsidiary, Horizon Residential Loan Servicing, LLC, (“Horizon”) purchase single-family residential properties at foreclosure sales, primarily in the Middle Atlantic region of the United States, and acquire performing and non-performing mortgage-backed securities throughout the United States. CPCM currently has $7.4 million in member’s capital, maintains a revolving line of credit of $17.5 million with senior lender BB&T and had $19.1 million of subordinated, unsecured notes outstanding as of December 31, 2018.

Chesapeake Capital Management, LLC. Chesapeake Capital Management, LLC (“CCM”) currently has $0.6 million in member’s capital and a revolving line of credit of $5.0 million with senior lender First National Bank. CCM does not have any subordinated, unsecured notes outstanding.

Noble Capital Management, LLC. Noble Capital Management, LLC (“NCM”), to-date, has only purchased mortgage loans. NCM has $1.6 million in member’s capital, maintains a $5.0 million revolving line of credit with its senior lender Orrstown Bank, and had $2.7 million of subordinated, unsecured notes outstanding as of December 31, 2018.

Susquehanna Capital Management, LLC. Susquehanna Capital Management, LLC (“SCM”) is newly formed and therefore, has not yet purchased assets. SCM currently has $1.6 million in member’s capital and maintains a $5.0 million revolving line of credit with its senior lender, PeoplesBank. SCM does not have any subordinated, unsecured notes outstanding.

The Noble Group, LLC. The Noble Group, LLC (“The Noble Group”) is a Pennsylvania limited liability company and a Pennsylvania licensed real estate brokerage firm that is owned, 100%, by the Issuer. The Noble Group has a staff of 37 full-time and 8 part-time employees. Through a Services Agreement with each of the Operating Entities, The Noble Group provides research services required to identify acquisition opportunities and provides general administrative, accounting, real estate management, real estate brokerage, loan servicing and loan workout services to the Operating Entities. See “Operations,” below. The Noble Group also has Services Agreements with other affiliated entities that are not part of the Operating Entities. The Operating Entities are not responsible for the operating expenses of The Noble Group, although they pay significant fees to The Noble Group per the terms of their respective Services Agreement. See “Compensation and Fees to The Noble Group” under “MANAGEMENT” beginning on page 27. A copy of the Services Agreement with the Issuer is attached hereto as Annex C. Gregory K. Millen is the real estate broker of record of The Noble Group. Lane G. Randolph, Kenneth L. Herr and Gregory K. Millen are its managers.

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Funding of the Operating Entities

The Issuer funds the operations of the Operating Entities by investing capital in these entities, and the Issuer will use the proceeds of this offering to support that funding. The Issuer continuously reviews the capital needs of each Operating Entity and invests available capital based on an assessment of acquisition opportunities, working capital and debt servicing requirements, and other cash flow needs. As cash becomes available in the Operating Entities, capital will be returned to the Issuer to satisfy its debt servicing requirements, its preferred equity returns, distributions to members and to further invest in the Operating Entities or new companies as needed.

Currently, the funding of the Operating Entities by the Issuer supplements outside funding previously obtained by CPCM and NCM through private placements of junior notes, as well as commercial loan facilities extended by different lending institutions to each of the Operating Entities. The Issuer ultimately intends to consolidate its capital needs and capital planning at the Issuer level over the course of the next several years and, therefore, does not anticipate that any of the Operating Entities will raise further significant capital through the sale of additional subordinated, unsecured notes. As a result, the subordinated, unsecured notes previously issued by CPCM and NCM will be allowed to proceed to maturity without renewal or reissuance and/or may be repaid ahead of maturity in the Issuer’s discretion.

Operations

Real estate and mortgage-backed securities are reviewed for purchase by The Noble Group, which provides advice and services to the Operating Entities on a contractual basis, including providing advice for bidding on and purchasing properties and loans that are for sale. For real estate investments, The Noble Group considers such factors as the property’s physical condition, location, value, condition of title and market trends. The purchase price or bid amount for each property depends, in part, on reviews of comparable properties in the local real estate market along with an estimate of the cost of any required capital improvements or repairs to the property. Once a property is purchased, a value analyst and project manager are assigned and work together to implement all renovations within an approved budget. The Noble Group identifies and utilizes qualified subcontractors who perform all of our repairs and renovations for real estate investment properties. Project managers are responsible for coordinating all renovation projects with subcontractors to ensure that the scope of work is executed as desired. For mortgage-backed securities investment opportunities, The Noble Group considers such factors as the borrower’s creditworthiness, payment history, loan amount, condition of title, and the value, location and condition of the underlying real estate.

The specific investment objectives of the Operating Entities are:

1) Gains on the sale of real estate, including properties purchased at foreclosure sales, properties bought directly from banks, lenders or other means and the conversion of mortgage-backed securities into deeded ownership of the underlying real estate and subsequent sale of that real estate. Real estate sales are typically considered inventory transactions or are completed in less than one year and, therefore, the income produced from these transactions is taxed as ordinary income.

2) Gains from loan payoffs resulting from payment solutions worked out with borrowers, including short sales (i.e. the permitted sale of the real estate by the

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borrower at a price lower than the full amount owed by the borrower), loan workouts pursuant to which the borrower and an Operating Entity would modify payment terms, including interest rates or timing of payments of principal and interest, in order to better enable the borrower to repay the loan in full, and borrower refinancing with other financial institutions, in which case the Operating Entity’s note from the borrower is often paid in full. Regardless of how long the loans were owned, gains produced from these loan payoffs is taxed as ordinary income.

3) Loan income from performing mortgage-backed securities. We anticipate that many borrowers of mortgage-backed securities that are purchased will be current with payments or on a payment plan to become current. We may hold these notes for longer than one year or until loan maturity. Loan payments from these borrowers are generally recognized as interest income and taxed at ordinary income tax rates. In order to stabilize its collateral base and to build stable long-term loan income, the Operating Entities may retain mortgage-backed securities on a long-term basis.

4) Income from long-term rental real estate. While rental income is taxed at ordinary income tax rates, gains on the sale of rental real estate held for longer than one year is typically taxed at more favorable long-term capital gain rates. To obtain long-term capital gain tax treatment, stabilization of the collateral base and to build stable long-term rental income, each Operating Entity may retain a portion of its real estate longer than one year.

Each Operating Entity will typically not invest more than 10% of its total available capital in a single property or real estate security. However, market movements and available opportunities may cause this guideline to be exceeded at the sole discretion of The Noble Group.

The Operating Entities’ investments in non-real estate backed assets are intended to be short-term and may be made during any period when liquid funds are awaiting investment in real estate assets or mortgage-backed securities, such as following acceptance of subscriptions or following the liquidation of real estate backed investments. Such investments may also be made when, in the opinion of the Issuer, investment in real estate or mortgage-backed securities is inadvisable due to general market conditions or factors affecting the real estate industry.

Legal Proceedings

The Issuer and the Operating Entities are not currently involved as a defendant in any material pending legal proceeding, nor are there any known material legal proceedings contemplated against the Issuer or the Operating Entities.

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MANAGEMENT

The Issuer’s manager is The Noble Group, which in turn is managed by Lane G. Randolph, Kenneth L. Herr and Gregory K. Millen (the “Managers”). All decisions regarding the operations of the Issuer are effectively made by the Managers. The majority owner of the Issuer is Gregory K. Millen (the “Principal”). The Managers and the Principal oversee the operations of the Issuer and The Noble Group. The background of the Managers and of the management team of The Noble Group is set forth below.

Gregory K. Millen - Broker of The Noble Group and Majority Owner of Noble

                                    Advisors, LLC

  Gregory K. Millen is the majority owner of Noble Advisors, LLC. His real estate career began in 1989 in Florida and in 1992 he began representing financial institutions in the sale of their-bank-owned (distressed) real estate. Greg has overseen the disposition of well over 4,500 properties for financial institutions and his own companies. He is a licensed real estate broker in Pennsylvania and holds a B.A. in Finance from Elizabethtown College. Greg is actively involved in providing services to the Operating Entities through his role as an employee of The Noble Group and has control of the Operating Entities through his majority ownership of Noble Advisors, LLC.

Lane G. Randolph - Senior Manager of The Noble Group, Manager of the Operating Entities

                                    and Member of Noble Advisors, LLC

  Lane G. Randolph has been with The Noble Group since 2005 and is a Senior Manager of The Noble Group as well as a minority owner of Noble Advisors, LLC. Prior to 2005, Lane owned Highmark Management, Inc., which specialized in the preservation, maintenance and management of real estate. Lane is actively involved in the management of the accounting, loan and real estate departments as well as participating on the teams responsible for both real estate and loan acquisition and disposition. He also remains involved in the research and development of new markets and strategies for The Noble Group, and is a Pennsylvania-licensed real estate agent.

Kenneth L. Herr - Senior Manager of The Noble Group, Manager of the Operating Entities

                                 and Member of Noble Advisors, LLC

  Kenneth L. Herr has been with The Noble Group since 2005 and is a Senior Manager of The Noble Group as well as a minority owner of Noble Advisors, LLC. For 35 years prior to joining The Noble Group, Ken served in diverse types of management roles in high paced manufacturing settings. Ken oversees property management and operations of The Noble Group. He is a graduate of Drexel University and holds a B.A. in Commerce and Engineering.

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Richard W. Hawkins - CPA, Controller, and Accounting Manager of The Noble Group and

                                        Member of Noble Advisors, LLC

  Rich has been employed by The Noble Group since January, 2010. Rich has over 20 years of experience as a leader in the financial department of several manufacturing and real estate firms, including The Pfaltzgraff Company, Danaher Tool Group, Hubbell Incorporated, and Carlino Development Group, a regional residential and commercial developer-builder. He is a graduate of Penn State University with a B.S. degree in Accounting and has earned his CPA credentials.

Sean D. Teaman - Residential Real Estate Manager of The Noble Group

  Sean joined The Noble Group in July of 2015. Prior to joining The Noble Group, he worked in the transportation package delivery industry for over 20 years at United Parcel Service. Sean served in operations management in a variety of roles, including productivity, safety and compliance. He currently oversees the real estate division and is involved daily in the acquisition, renovation and disposition of residential real estate. He is a graduate of Columbus University in with a B.S. degree in Business Administration.

Beneficial Ownership

As of December 31, 2018, the Issuer had outstanding two classes of equity interests, Class A (which is a non-voting, profits only interest) and Class B (which is voting). The Class A interests of the Issuer represent an aggregate investment in the issuer of $4,875,000 as of December 31, 2018 and the Class A interests are entitled to a preferred return before the Class B interests. Neither the Class A or the Class B interests are entitled to any preference above the Issuer’s secured creditors, unsecured creditors or Note holders. Additionally, Class A interests are non-voting interests and do not provide any other interest in the Issuer. The Class B interests of the Issuer are owned as follows: 90% is owned by Gregory K. Millen, 8% by Lane G. Randolph and 2% by Richard W. Hawkins. The mailing address for each of these members is the address of the Issuer.

Conflicts of Interest

Various conflicts of interest exist between the Issuer, its Operating Entities and other entities that are affiliated through significant common ownership by Gregory K. Millen.

Overlap of the Issuer with Other Funds. The Noble Group is the general partner of an existing fund, Noble Opportunity Fund II, LP (“NOF Fund II”). NOF Fund II is an active investor in real estate and mortgage-backed securities. Additionally, The Noble Group provides services to Junction Holdings, LP, which is also an active investor in real estate and mortgage-backed securities. While it is currently anticipated that The Noble Group’s management team, Mr. Millen, Mr. Randolph, Mr. Hawkins and Mr. Herr, will devote significant time to the activities of the Issuer and its Operating Entities, they will also devote significant time to the activities of these other funds. They may also serve in similar capacities for additional real estate investments or investment companies from time to time, some of which may have a similar investment goal to the Issuer. Such other activities may present potential or actual conflicts of interest in allocating time, resources or investment opportunities between the Issuer and such other business activities.

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Other Activities of the Issuer’s Principal and Members. Mr. Millen, Mr. Randolph, Mr. Hawkins and Mr. Herr may provide management and real estate investment advisory services to other clients, including individuals or entities that follow investment programs similar to or different from that of the Issuer. It is not anticipated that the Issuer will have an interest in the accounts of such other clients. A number of actual and potential conflicts of interest between the Issuer and these clients exist with respect to the allocation of investment opportunities among the Issuer and these clients.

Service Providers and Suppliers. The Issuer and its Members are not prohibited from engaging any other entity in which they have an interest, including The Noble Group, to perform services or sell supplies to the Issuer. Any transaction for which specific payment is not described herein is intended to be compensated at fair market value and for compensation no higher than would be charged by an unrelated third party for such services. However, conflicts of interest would arise if any such entity or The Noble Group failed to perform adequately its undertakings to the Issuer.

Compensation and Fees to The Noble Group. The Noble Group provides numerous services to the Operating Entities, the Issuer and affiliated entities other than the Operating Entities, including real estate investment services and advice, general administrative services, accounting, loan servicing, loan workout, real estate property management and real estate brokerage services, for which The Noble Group is compensated, as summarized in the chart on the following page.

The Operating Entities and the Issuer pay a minimum monthly fee (the “Base Compensation”) to The Noble Group. The Noble Group, along with each of the Operating Entities and the Issuer, agree to annual projected service needs and the total cost for The Noble Group to provide those services. From this projected total cost, anticipated variable income is subtracted, resulting in the Base Compensation for the year to be paid evenly each month. Income to The Noble Group from providing these services fluctuates based on activity and includes items such as sales commissions, property management fees, loan servicing fees and loan workout commissions. The Base Compensation fees charged by The Noble Group for such services are at comparable market rates reflected by industry practice and charged by unaffiliated firms for similar services. For affiliated entities other than the Operating Entities, Base Compensation is paid on 0.1667% (2.0% per annum) of the book value of total ending assets each month.

The Noble Group can earn Incentive Compensation from each of the Operating Entities if agreed-upon Operating Entity net income targets are achieved. In any fiscal year that an Operating Entity’s net income exceeds twenty percent (20%) of that entity’s beginning of the year total member’s capital (the “Hurdle Rate”), that entity will pay to The Noble Group additional compensation (the “Incentive Compensation”) of up to thirty percent (30%) of the net income exceeding the Hurdle Rate. Incentive Compensation is paid on or before January 15^th of the following year.

Whenever the Issuer has invested in an affiliated limited partnership (“LP”), in any fiscal year that the Issuer’s share of LP Net Income exceeds twenty percent (20%) of the Issuer’s beginning of the year investment balance in the LP (the “LP Hurdle Rate”), the Issuer will pay to The Noble Group Incentive Compensation of up to thirty percent (30%) of the net income exceeding the LP Hurdle Rate.

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At year-end, The Noble Group and each Operating Entity, affiliated entity other than the Operating Entities and any LP reconciles and approves the actual amount of total compensation received during the year by The Noble Group from each entity and the actual amount of total expenses incurred by The Noble Group during the year to provide agreed-upon services to each entity. Based on this reconciliation, The Noble Group and each Operating Entity, affiliated entity other than the Operating Entities and any LP agree to the Incentive Compensation percentage to be paid, up to thirty percent (30%) of the net income exceeding the Hurdle Rate. If total compensation paid to The Noble Group is greater than total expenses incurred by The Noble Group, The Noble Group and each Operating Entity, affiliated entity other than the Operating Entities and any LP may agree to reduce Incentive Compensation below 30%. Incentive Compensation is structured for related parties and is not based on comparable market rates, on specific industry practice or charged by unaffiliated firms for similar services.

The Noble Group’s agreement to provide services to the Issuer is more fully defined in the Services Agreement, attached hereto as Annex C. The Issuer believes that the fees charged by The Noble Group, other than Incentive Compensation, are similar to fees that it would be required to pay to an unaffiliated entity for similar services. Each Services Agreement is renegotiated on an annual basis.

The table below summarizes the terms of the Services Agreements with both the Issuer and all of the Operating Entities:

	Noble Advisors	Noble Capital Management	Central Penn Capital Management	Susquehanna Capital Management	Chesapeake   Capital   Management
Effective Date	01/01/2019	01/01/2019	01/01/2019	01/01/2019	01/01/2019
Term	1 Year1	1 year1	1 Year1	1 Year1	1 Year1
Base Compensation	$6,667/month	$25,000/month	$180,000/month	$15,000/month2	$10,000/month3
Incentive Compensation	Up to 30% of net income exceeding Hurdle Rate 4

¹  Services Agreement automatically renews for a period of 1 year unless either party provides termination notice.

²  Base Compensation payments began on July, 1, 2017.

³  Base Compensation payments began on January 1, 2018.

⁴  See Incentive Compensation referenced above.

The Noble Group Performance Issues. If The Noble Group failed to provide its services in accordance with the Services Agreements or had performance issues, the Operating Entities would have a conflict of interest in taking action to enforce the Services Agreements against The Noble Group, including exercising any termination rights or taking other legal action. It is unlikely that the Operating Entities would terminate the Services Agreements or replace The Noble Group as their services provider.

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USE OF PROCEEDS

After payment of costs of this Offering and certain administrative expenses of the Issuer, the Issuer anticipates that it will use the cash proceeds from the sale of the Notes to finance the Operating Entities through equity infusions. The Issuer may also use the proceeds to invest in new companies that will engage in operations substantially similar to those engaged in by the Operating Entities. The Issuer has no specific plan for any particular division of the proceeds of the sale of the Notes among the Operating Entities or into any new companies.

Working Capital	10	%	$	2,000,000
Investments in real estate and mortgage backed securities purchased through the Operating Entities	90	%	$	18,000,000
Total Proceeds	100	%	$	20,000,000

The Issuer ultimately controls the Operating Entities’ use of the funds, including the application of the funds to repay debt or to make additional investments. The Issuer does not intend for the proceeds of this offering to be used to pay off debt of the Operating Entities, but it may be used to make payments on the Operating Entities’ debt in the ordinary course of business. The Issuer has not identified any specific real estate, real estate investments or mortgage-back securities to be acquired by the Operating Entities with the proceeds of the sale of the Notes. Specific acquisitions and investments by the Operating Entities will be determined by their manager. Pending application by the Operating Entities of the invested proceeds in connection with their real estate and mortgage-backed investment activities, the funds will be invested in short-term deposits at banks when practical. No proceeds will be used to compensate or otherwise make payments to the officers or manager of the Issuer or of the Operating Entities or any of their Affiliates. The Issuer reserves the right to alter the intended use of proceeds in its discretion, but none of the proceeds will be used to make payments to officers of the Issuer or its affiliates.

It is difficult to estimate the net cash proceeds we will receive from the Offering because there is no minimum level of subscriptions that must be received as a condition to our accepting subscriptions in this Offering. Further, we will incur certain expenses in connection with the Offering. Additionally, any commissions we may pay to participating broker-dealers will effectively reduce the proceeds we receive from sale of Notes. We will also estimate that we will pay approximately $50,000 in legal, accounting, filing and printing fees. In addition, if we determine to use a broker-dealer, we may incur other costs which we would intend to pay using proceeds from the Offering.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

The following discussion of our financial condition and results of operations should be read in conjunction with our audited 2018 and unaudited 2017 consolidated financial statements and the accompanying notes thereto included elsewhere herein. The following discussion contains, in addition to historical information, forward-looking statements that include risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those factors set forth under Risk Factors.

Effective January 1, 2018, the Issuer acquired a 100% membership interest in The Noble Group, LLC from the majority member of the Issuer. As a result of this business acquisition, the accompanying 2017 unaudited financial statements have been retrospectively adjusted to include the financial position and operations of The Noble Group, LLC, in accordance with generally accepted accounting principles, to furnish comparative information to the Company’s 2018 audited financial statements. Previously, the Company’s 2017 consolidated financial statements did not include the financial position or operations of The Noble Group, LLC, prior to the acquisition.

Overview

The Issuer is a Pennsylvania limited liability company that invests in various wholly-owned subsidiaries and affiliated limited partnerships that are engaged in activities related to the purchase and sale of real estate and mortgage-backed securities. All employees are in The Noble Group, a separate wholly-owned subsidiary, and the Issuer contracts for all required services from this subsidiary company.

The Issuer, through its wholly-owned subsidiaries, is a buyer of single-family residential properties at foreclosure sales, primarily in the Middle Atlantic region of the United States. Our subsidiary company, The Noble Group, which is the manager of the Issuer, provides various services to our subsidiaries, including property research and acquisition, property management, real estate brokerage, and administration. The Noble Group has a staff of 45 employees and provides research required to identify properties for acquisition, manages the purchase and improvement of our real estate, and coordinates the sales of our properties. Our goal is to maximize return on invested capital by properly valuing real estate for purchase, diligently managing costs, and achieving the highest selling price possible while minimizing our days of ownership for each property.

Through our wholly owned subsidiaries, we also acquire performing and non-performing mortgage loans secured by real estate throughout the United States. These mortgages are generally purchased at a discount from unpaid principal balance and serviced until paid in full under the terms of the note, satisfied by the borrower or foreclosed with the underlying property being resold at retail. The Noble Group provides the research and due diligence necessary for loan acquisition, manages our loan servicing needs, and works with our borrowers to determine loan workout solutions. Our objective is to structure workouts to maximize our investment returns by receiving loan payoffs as quickly as possible. This objective is often accomplished by providing borrowers with discounted loan payoff opportunities within defined timelines.

Thus, revenue of these two asset divisions is comprised of two primary components: (i) property sales revenue recognized upon contract settlement and title transfer of real estate;

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and (ii) mortgage loan income from loan payments and payoffs and based on an assessment of loan cash flows and timing.

Opportunities and Risks

We continue to see sufficient attractive opportunities to buy properties at foreclosure sales throughout the Middle Atlantic region. In the short-term, we expect steady volume in the Middle Atlantic states in which we currently operate. Our strategy is to grow by consistently adding several more counties in the Middle Atlantic states in which we search for distressed properties in which to invest. In the long-term, we anticipate that we will continue to explore further opportunities throughout the Mid-Atlantic and other states in order to broaden our buying opportunities.

The market for buying and selling loans has provided consistent opportunities for us to place capital, and we expect this trend to continue. In the short-term, we will continue to pursue opportunities to purchase small (investment size of $5.0 million or less) performing and non-performing loan opportunities that we believe are generally overlooked by larger institutional investors. In the long-term, we intend to explore opportunities to purchase mid-sized loans (ranging from approximately $5.0 million to $10.0 million).

We face various risks impacting our ability to generate profits, raise additional capital, and meet our obligations to lenders. Our future operating results over both the short and long-term will be subject to fluctuations due to several factors, some of which are outside our control. These factors include but are not limited to real estate market volatility, an increase in market regulation and business restrictions, and the condition of the general economy.

As we strive to strategically grow our total assets under management there are various challenges to be considered: (i) to avoid overpaying for targeted asset acquisitions we work with The Noble Group to maintain a robust and disciplined research and due diligence program; (ii) we rely on subcontractors for substantially all improvements and repairs to our real estate; as this represents significant property spending, we continually strive to maintain a strong pool of subcontractors that satisfy our requirements for cost, quality, and strict timelines; (iii) we need significant capital to be successful and have secured financing from multiple institutional lenders; if we are unable to maintain these existing debt facilities, we may be unable to meet existing obligations, capitalize on opportunities available or continue our current volume of asset purchases; obtaining new financing with similar terms may be difficult as many institutional lenders are reluctant to use distressed assets as collateral; (iv) we are subject to numerous federal, state and local laws and regulations imposing various requirements and restrictions which increases the cost of doing business; failure to comply with these laws, rules and regulations would expose us to fines, penalties or potential litigation liabilities which could have a material adverse effect on the business.

Key Financial Measures and Indicators

Property Sales

Property sales revenue is recognized upon contract settlement and title transfer of real estate. The amount of revenue recognized is equal to the contract sales price less seller assistance of real estate inventory settled during the period. Seller assistance represents an amount the seller contributes to the buyer for settlement closing costs.

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Because we have been able to successfully replicate our investment approach across targeted real estate markets, growth of our property sales is mainly impacted by the number of markets we participate in as a buyer of real estate and capital available for investment. We currently are an active investor in 25 counties across the Middle Atlantic, and continually assess opportunities to strategically expand our geographic reach.

Property Acquisition Costs and Gross Profit

Property acquisition costs include the price at which our real estate was acquired, including any settlement costs and fees. These costs also include any capital improvements we make to the property, including expenditures for items such as a new roof, new kitchen, new heating system, or the cumulative cost of a full house renovation, including new carpeting and painting. Subtracting property acquisition costs from property sales results in gross profit from property sales. Our target goal for gross profit as a percentage of sales is 20%.

Property acquisition and improvement expenditures are recorded to inventory at cost and recognized upon property settlement. We continually assess property value in order to state our inventory at the lower of cost or fair value less cost to sell. Inventory write offs are included in property acquisition costs as incurred.

Mortgage Loan Income

We purchase performing and non-performing mortgage loans secured by real estate throughout the United States. A mortgage is purchased for an amount that is less than the balance owed by the borrower. We consider the amount, timing, and probability of future cash flows from each loan. If cash flow is estimable and probable, we use the accretable yield recognition model. The amount by which total expected cash flow exceeds our acquisition cost is recognized as income on a level yield basis each month over the remaining life of the loan. We continually assess actual and projected cash flows. If loan payments stop, we discontinue income recognition and evaluate whether we need to switch to the cost recovery method and possibly write off the loan.

Certain mortgage loans acquired are accounted for using the cost recovery income recognition model because we cannot reasonably estimate future cash flows and timing. Under this model, income on a cost recovery loan is recognized only after cumulative loan payments received equal the acquisition cost basis of the loan. Properties foreclosed on or received via deed in lieu of foreclosure are transferred to short-term real estate inventory at carrying value for resale or held for leasing until disposition.

Fee Income

Monthly management fees are paid to The Noble Group, LLC as compensation for various services provided, including research and acquisition, finance and accounting, and general administrative services. These fees also include an annual incentive payment to The Noble Group if net income targets are achieved. Fees charged to companies under common control of Noble Advisors, LLC are eliminated for consolidated reporting.

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Operating Expenses

Payroll and Benefits. All payroll and benefits plans are facilitated within The Noble Group, LLC. There were 42 employees at the end of 2018 and 40 employees at the end of 2017.

Property Expenses. Non-capitalized property expenses are related to our inventory levels and days of ownership for each property. These expenditures are expensed as incurred and are for items such as trash removal and cleaning, utilities, lawn care and snow removal, real estate taxes, insurance, and general repairs and maintenance.

Sales Commissions. Sales commissions include a 3% commission paid to The Noble Group, LLC as compensation for real estate listing services provided. When The Noble Group, LLC is unable to provide real estate brokerage services due to a property’s location or timing of service needs, a separate real estate broker is engaged and receives this commission. Sales commissions also include a separate commission paid to a buyer’s agent. Commissions charged to companies under common control of Noble Advisors, LLC are eliminated for consolidated reporting.

Management Fees. Monthly management fees are paid to The Noble Group, LLC as compensation for various services provided, including research and acquisition, finance and accounting, and general administrative services. These fees also include an annual incentive payment to The Noble Group, LLC if net income targets are achieved. Fees charged to companies under common control of Noble Advisors, LLC are eliminated for consolidated reporting.

Research and Acquisition. Includes various third-party due diligence and bidding services associated with the acquisition of real estate and loans.

Loan Servicing and Broker Fees. Loan servicing and broker fees include monthly servicing fees paid to our third-party loan servicer, FCI Lender Services, Inc., or to The Noble Group, LLC for any loans serviced in-house. These fees also include third-party broker commissions paid for loan sales and a 3% commission paid to The Noble Group, LLC for any loan workout payments. Fees or commissions charged to companies under common control of Noble Advisors, LLC are eliminated for consolidated reporting.

Loan Write-offs. Loan acquisitions are recorded at cost. Over the life of a mortgage loan, we continue to evaluate whether the loan’s projected undiscounted net cash flows are less than cost and, if so, recognize a loan write off to reduce the loan’s carrying value reported on the balance sheet.

Legal and Professional Fees. Legal and professional fees include expenditures for entity level legal expenses and for annual audit and tax services. Note that asset specific legal spending is charged to property expenses as incurred or, in the case of a loan, legal expenses are charged to the cost basis of the loan.

Investment Income and Other Income and Expense

Investment Income. The Issuer owns a 20% interest in Noble Opportunity Fund II, LP including a 1% general partner interest owned through its wholly-owned subsidiary, The Noble Group, LLC. We account for this investment using the equity

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method and have included in income our pro rata share of Noble Opportunity Fund II, LP’s net income for the years ended December 31, 2018 and December 31, 2017.

Since June 21, 2018, Noble Advisors has owned a 50% interest in RRAC, LLC (Ranck Plumbing, Heating and Air Conditioning based in Lancaster County, PA). We account for this investment using the equity method and have included in income our pro rata share of RRAC, LLC’s net income for the year ended December 31, 2018.

The Noble Group, LLC, a wholly-owned subsidiary of the Issuer, owned a 1% general partner interest in Junction Holdings, LP throughout 2017. We account for this investment using the equity method and have included in income our pro rata share of Junction Holdings, LP’s net income for the year ended December 31, 2017. On January 1, 2018, this interest was sold at cost to a related party entity.

Interest Expense. Interest expense includes interest paid to our senior lenders for use of bank lines of credit, to subordinated debt holders who have made loans to the Issuer, Central Penn Capital Management, LLC and Noble Capital Management, LLC, and to affiliated companies for any short-term loans.

Other Income and Expense. Other income and expense includes rental income and expenses, sales contract termination fees, occupancy fees, interest income, and other miscellaneous income and expenses.

Results of Operations – 2018 and 2017

Following is a discussion of our results of operations for the years ended December 31, 2018 and 2017. The tables included in the period comparisons below provide summaries of our consolidated results of operations. The period-to-period comparisons of financial results are not necessarily indicative of future results.

The financial results for 2018 referred to in this discussion are based on our audited financial statements, while results for 2017 are unaudited.

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In 2018, net income decreased to $2,575,448. This decrease was mainly due to a 5% decrease in gross profit from property sales, a 17% decrease in mortgage loan income, and an increase in other expenses related to commercial rental properties.

	For the twelve months ended December 31,												Percentage Change
	2018 Audited			% Tot Inc			2017 Unaudited			% Tot Inc
Property Sales	$	67,448,764					$	63,864,269						6	%
Property Acquisition Costs		55,263,934						51,037,940						8	%
Gross Profit from Property Sales		12,184,830			81	%		12,826,329			79	%		-5	%
Mortgage Loan Income		2,384,497			16	%		2,872,633			18	%		-17	%
Fee Income		441,120			3	%		514,475			3	%		-14	%
Total Income		15,010,447			100	%		16,213,437			100	%		-7	%
Operating Expenses
Payroll and benefits		3,519,260			23	%	$	3,775,301			23	%		-7	%
Property expenses		3,177,795			21	%		3,153,926			19	%		1	%
Sales commissions		1,853,524			12	%		1,919,404			12	%		-3	%
Research and acquisition		651,903			4	%		532,665			3	%		22	%
Legal and professional fees		447,251			3	%		411,104			3	%		9	%
Travel and business meals		176,865			1	%		120,067			1	%		47	%
Leases		95,132			1	%		92,983			1	%		2	%
Property and liability insurance		78,261			1	%		132,830			1	%		-41	%
Loan write-offs		77,495			1	%		117,765			1	%		-34	%
Office expenses		64,483			0	%		61,911			0	%		4	%
Depreciation expense		53,907			0	%		110,008			1	%		-51	%
Marketing		43,873			0	%		29,586			0	%		48	%
Loan servicing and broker fees		28,451			0	%		37,136			0	%		-23	%
Other		297,631			2	%		297,700			2	%		0	%
Total Operating Expenses		10,565,831			70	%		10,792,386			67	%		-2	%
Income from Operations		4,444,616			30	%		5,421,051			33	%		-18	%
Investment Income		236,503			2	%		185,083			1	%		28	%
Other Income (Expense)
Interest Expense		(1,815,842	)		-12	%		(1,714,732	)		-11	%		6	%
Other Income (Expense)		(289,829	)		-2	%		271,122			2	%		-207	%
Total Other Income (Expense)		(2,105,671	)		-14	%		(1,443,610	)		-9	%		46	%
Net Income	$	2,575,448			17	%	$	4,162,524			26	%		-38	%

Property Sales

Total property sales revenue increased by 6% mainly due to a mix of higher value properties settled in our Mid-Atlantic markets during 2018.

37

Loan conversion properties are properties used as collateral for loans we acquire, and this real estate is subsequently obtained through foreclosure or deed in lieu of foreclosure. Sales of loan conversion properties fluctuate depending on our portfolio of loans and the number, timing and value of foreclosures we initiate. In 2018, several higher valued loan conversion properties were sold compared to 2017, adding to the overall increase in property sales revenue.

	For the twelve months ended December 31,										Percentage Change
	2018 Audited		% of Total			2017 Unaudited		% of Total
Pennsylvania	$	27,576,763		41	%	$	26,711,522		42	%		3	%
New Jersey		30,181,005		45	%		25,980,331		41	%		16	%
Delaware		4,697,312		7	%		7,475,945		12	%		-37	%
Subtotal Acquired at Auction		62,455,080		93	%		60,167,798		94	%		4	%
Loan Conversion Properties		4,993,684		7	%		3,696,471		6	%		35	%
Total Property Sales	$	67,448,764		100	%	$	63,864,269		100	%		6	%

Gross Profit from Property Sales

Although sales volume was higher in 2018, gross profit from property sales decreased by 5%. Gross profit margin percentages for properties acquired at auction were consistently lower in 2018 at 17%. Impacts include a less favorable real estate market cycle and varying levels of increased competition for purchasing.

Gross profits from loan conversion properties fluctuate depending on our portfolio of loans and the number, timing and value of foreclosures we initiate. As noted above, in 2018, several higher valued loan conversion properties were sold in comparison to 2017 and with significantly favorable profitability.

	For the twelve months ended December 31,										Percentage Change
	2018 Audited		% of Sales			2017 Unaudited		% of Sales
Pennsylvania	$	4,693,267		17	%	$	5,413,897		20	%		-13	%
New Jersey		5,172,863		17	%		5,071,883		20	%		2	%
Delaware		802,963		17	%		1,694,058		23	%		-53	%
Subtotal Acquired at Auction		10,669,093		17	%		12,179,838		20	%		-12	%
Loan Conversion Properties		1,515,737		30	%		646,491		17	%		134	%
Total Gross Profit Margin	$	12,184,830		18	%	$	12,826,329		20	%		-5	%

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Mortgage Loan Income

Mortgage loan income decreased by 17% mainly due to holding a smaller mix of loan assets and receiving less in total loan payments. 2017 included a significant loan payoff in Noble Capital Management, LLC (NCM) that favorably impacted loan income.

	For the twelve months ended December 31,				Percentage Change
	2018 Audited		2017 Unaudited
CPCM Loan Sales & Satisfaction	$	713,951	$	1,118,935		-36	%
CPCM Loan Interest Income & Fees		708,507		758,887		-7	%
Subtotal CPCM Mortgage Loan Income		1,422,458		1,877,822		-24	%
NCM Loan Sales & Satisfaction		276,942		933,104		-70	%
NCM Loan Interest Income & Fees		137,079		58,434		135	%
Subtotal NCM Mortgage Loan Income		414,021		991,538		-58	%
SCM Loan Sales & Satisfaction		347,040		-		NA
SCM Loan Interest Income & Fees		193,860		3,273		NA
Subtotal SCM Mortgage Loan Income		540,900		3,273		NA
CCM Loan Sales & Satisfaction		-		-		NA
CCM Loan Interest Income & Fees		7,118		-		NA
Subtotal CCM Mortgage Loan Income		7,118		-		NA
Total Loan Sales & Satisfaction		1,337,933		2,052,039		-35	%
Total Loan Interest Income & Fees		1,046,564		820,594		28	%
Total Mortgage Loan Income	$	2,384,497	$	2,872,633		-17	%

39

Mortgage loan income recognition depends on the mix of accretable yield or cost recovery loans and whether each loan performs in accordance with its cash flow plan or is satisfied through payoff, sale, or conversion to real estate. Payments are generally allocated between income and principal, with principal applied to reduce our cost basis in the loan asset. Total mortgage loan payments applied in 2018 were 16% lower in comparison to 2017, with approximately $8.5 million of payments applied to reduce our loan portfolio cost basis.

	For the twelve months ended December 31,				Percentage Change
	2018 Audited		2017 Unaudited
CPCM Mortgage Loan Income	$	1,422,458	$	1,877,822		-24	%
CPCM Principal & Other Payments		6,427,608		5,612,937		15	%
Subtotal CPCM Mortgage Loan Payments		7,850,066		7,490,759		5	%
NCM Mortgage Loan Income		414,021		991,538		-58	%
NCM Principal & Other Payments		1,300,635		4,373,447		-70	%
Subtotal NCM Mortgage Loan Payments		1,714,656		5,364,985		-68	%
SCM Mortgage Loan Income		540,900		3,273		NA
SCM Principal & Other Payments		724,159		1,022		NA
Subtotal SCM Mortgage Loan Payments		1,265,059		4,295		NA
CCM Mortgage Loan Income		7,118		-		NA
CCM Principal & Other Payments		5,417		-		NA
Subtotal CCM Mortgage Loan Payments		12,535		-		NA
Total Mortgage Loan Income		2,384,497		2,872,633		-17	%
Total Principal & Other Payments		8,457,819		9,987,406		-15	%
Total Mortgage Loan Payments	$	10,842,316	$	12,860,039		-16	%

Operating Expenses

Property Expenses

Property expenses as a percentage of sales was consistent at approximately 5%. In addition, inventory levels were generally consistent with weighted days of ownership at approximately 150 days in 2018 and 2017.

	For the twelve months ended December 31,										Percentage Change
	2018 Audited		% of Sales			2017 Unaudited		% of Sales
Cash for Keys / Eviction	$	59,309		0.1	%	$	69,680		0.1	%		-15	%
Initial Landscaping		355,532		0.5	%		375,919		0.6	%		-5	%
Legal Fees		93,863		0.1	%		76,595		0.1	%		23	%
Professional Fees		129,582		0.2	%		120,762		0.2	%		7	%
Repairs & Maintenance		394,436		0.6	%		404,217		0.6	%		-2	%
Taxes & Other Settlement Fees		999,527		1.5	%		1,007,708		1.6	%		-1	%
Trashout & Cleaning		830,183		1.2	%		812,623		1.3	%		2	%
Truck Stock		7,781		0.0	%		8,873		0.0	%		-12	%
Utilities		307,582		0.5	%		277,549		0.4	%		11	%
Total Property Expenses	$	3,177,795		4.7	%	$	3,153,926		4.9	%		1	%

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Management Fees

Management fees to The Noble Group, LLC decreased by 8% in 2018. The decrease was due to lower incentive reserves based on not achieving targeted net income levels, offset by an increase in monthly retainer amounts.

Monthly retainer fees are agreed upon to support continual, on-going services provided by The Noble Group, LLC to the Issuer and its subsidiaries. In addition, if defined net income targets are achieved, incentives are paid to The Noble Group, LLC.

Fees charged to companies under common control of Noble Advisors, LLC are eliminated for consolidated reporting.

	For the twelve months ended December 31,				Percentage Change
	2018 Audited		2017 Unaudited
CPCM Retainer	$	1,800,000	$	1,440,000		25	%
CPCM Incentive Payment		153,073		659,767		-77	%
Subtotal CPCM		1,953,073		2,099,767		-7	%
NCM Retainer		204,000		180,000		13	%
NCM Incentive Payment		-		193,233		-100	%
Subtotal NCM		204,000		373,233		-45	%
SCM Retainer		72,000		15,000		380	%
SCM Incentive Payment		29,606		-		NA
Subtotal SCM		101,606		15,000		577	%
CCM Retainer		5,000		-		NA
CCM Incentive Payment		-		-		NA
Subtotal CCM		5,000		-		NA
Noble Advisors Retainer		70,600		63,600		11	%
Noble Advisors Incentive Payment		24,599		21,888		12	%
Subtotal Noble Advisors		95,199		85,488		11	%
Total Management Fees	$	2,358,878	$	2,573,488		-8	%

Investment Income and Other Income and Expense

Investment Income

Investment income was favorable by 28% in 2018 due to higher income allocated to the Issuer from its investments in Noble Opportunity Fund II, LP and RRAC, LLC. On January 1, 2018, the interest in Junction Holdings, LP was sold at cost to a related party entity.

	For the twelve months ended December 31,				Percentage Change
	2018 Audited		2017 Unaudited
Noble Opportunity Fund II (20%)		202,141		181,940		11	%
RRAC, LLC		34,362		-		NA
Junction Holdings, LP		-		3,143		NA
Total Investment Income	$	236,503	$	185,083		28	%

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Other Income (Expense)

Net rental income was significantly higher in 2017 due to a one-time early lease termination fee of approximately $420,000 received by Noble Capital Management, LLC. The right to collect this fee was acquired as part of a loan purchase. 2018 included higher rental expenses in Central Penn Capital Management, LLC mainly due to our acquisition, through loan conversion, of vacant commercial properties in West Chester, Pennsylvania, Blue Ridge, Georgia, Fond du Lac, Wisconsin, and Roebling, New Jersey.

Interest Expense

Interest expense increased by 6% in 2018 mainly due to increasing total subordinated loans from approximately $25.0 million to $27.1 million.

	For the twelve months ended December 31,						Percentage Change
	2018 Audited			2017 Unaudited
CPCM Line of Credit	$	44,172		$	103,471			-57	%
CPCM Subordinated Loans		1,359,030			1,376,586			-1	%
CPCM Affiliated Company Loans		79,057			181,151			-56	%
Subtotal CPCM		1,482,259			1,661,208			-11	%
NCM Line of Credit		-			33			NA
NCM Subordinated Loans		163,496			147,778			11	%
NCM Affiliated Company Loans		8,510			-			NA
Subtotal NCM		172,006			147,811			16	%
SCM Line of Credit		9,421			-			NA
SCM Affiliated Company Loans		72,806			-			NA
Subtotal SCM		82,227			-			NA
CCM Affiliated Company Loans		10,696			-			NA
WAW Affiliated Company Loans		1,523			-			NA
N Adv Subordinated Loans		208,275			-			NA
N Adv Affiliated Company Loans		11,708			-			NA
Subtotal N Adv		219,983			-			NA
Total Lines of Credit		53,593			103,504			-48	%
Total Subordinated Loans		1,730,801			1,524,364			14	%
Total Affiliated Company Loans		184,300			181,151			2	%
Elimination of Affiliated Company Loans		(152,852	)		(94,287	)		62	%
Total Interest Expense	$	1,815,842		$	1,714,732			6	%

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Assets Under Management (at cost)

Assets under management increased by 22% to $42.9 million in 2018. Residential real estate acquired at auction decreased by 5%, while residential loan conversion real estate increased significantly. Over $9 million in new loans were acquired in the fourth quarter of 2018.

	December 31,										Percentage Change
	2018 Audited		% of Total			2017 Unaudited		% of Total
Residential Real Estate (acquired at auction)	$	18,400,984		43	%	$	19,384,040		55	%		-5	%
Loan Conversion – Residential Real Estate		5,137,299		12	%		753,548		2	%		582	%
Loan Conversion – Commercial Real Estate		2,618,176		6	%		4,374,257		12	%		-40	%
Subtotal Loan Conversion Real Estate		7,755,475		18	%		5,127,805		15	%		51	%
Total Real Estate		26,156,459		61	%		24,511,845		70	%		7	%
Total Loans		16,783,335		39	%		10,669,410		30	%		57	%
Total Assets Under Management (at cost)	$	42,939,794		100	%	$	35,181,255		100	%		22	%

Cash Flow Analysis

The following table summarizes cash flows for the years ended December 31, 2018 and 2017:

	For the twelve months ended December 31,						Dollar Change
	2018 Audited			2017 Unaudited
Net Cash Provided by (Used in) Operating Activities	$	(3,658,032	)	$	2,208,259		$	(5,866,291	)
Net Cash Provided by Investing Activities		(945,236	)		53,148			(998,384	)
Net Cash Provided by (Used in) Financing Activities		3,172,787			(547,593	)		3,720,380
Net Increase (Decrease) in Cash	$	(1,430,481	)	$	1,713,814		$	(3,144,295	)

Operating Activities

Cash flows used by operating activities were $3.7 million in 2018 compared to $2.2 million cash flows provided in 2017. Net cash used in operating activities is driven by our net income adjusted for non-cash items and changes in operating assets and liabilities. The $5.9 million decrease in cash flows provided by operating activities in 2018 was primarily due to a comparative increase in cash used for mortgage loan holdings of $10.5 million and comparatively less cash used for real estate inventory of $2.6 million and accounts receivable of $2.6 million.

Investing Activities

Cash flows used by investing activities were $945,236 in 2018 compared to $53,148 in cash flows provided in 2017. The decrease in cash provided by investing activities was mainly due to the investment in RRAC, LLC of approximately $1 million.

Financing Activities

Cash flows provided by financing activities were $3.2 million in 2018 compared to $0.5 million in cash flows used by financing activities in 2017. The increase in cash provided by financing activities was primarily due to a comparative increase in cash provided from short-term loans of $8.3 million offset by a comparative decrease in net cash from subordinated loans of $5.4 million.

43

Liquidity and Capital Resources

Our operations are primarily funded through members’ capital, bank lines of credit, and issuance of subordinated debt by our subsidiaries. Through these sources, we have sufficient liquidity to meet our business needs and financial obligations.

	December 31,										Percentage Change
	2018 Audited		% of Total			2017 Unaudited		% of Total
Class A Membership Balance	$	4,875,000		7	%	$	3,875,000		6	%		26	%
Class B Membership Balance		7,273,284		10	%		6,676,937		11	%		9	%
Subtotal Members’ Capital		12,148,284		17	%		10,551,937		17	%		15	%
CPCM Line of Credit (Max Available)		17,500,000		24	%		14,000,000		23	%		25	%
NCM Line of Credit (Max Available)		5,000,000		7	%		5,000,000		8	%		0	%
SCM Line of Credit (Max Available)		5,000,000		7	%		3,500,000		6	%		43	%
CCM Line of Credit (Max Available)		5,000,000		7	%		3,500,000		6	%		43	%
Subtotal Lines of Credit		32,500,000		45	%		26,000,000		42	%		25	%
CPCM Subordinated Debt Balance		19,098,394		27	%		22,205,832		36	%		-14	%
NCM Subordinated Debt Balance		2,708,972		4	%		2,802,580		5	%		-3	%
N Adv Subordinated Debt Balance		5,327,754		7	%		-		0	%		NA
Subtotal Subordinated Debt		27,135,120		38	%		25,008,412		41	%		9	%
Total Capital Available	$	71,783,404		100	%	$	61,560,349		100	%		17	%

Members’ Capital, Distributions & Retained Earnings

Net profits are first allocated to Class A Members based on a preferred return percentage applied to their daily investment account balance. Currently the preferred return percentage is paid monthly to the Class A Members. Remaining net profits are allocated to Class B Members according to their membership interests. Generally, a minimum of 60% of the net profits allocated to the Class B Members are distributed annually and up to 40% are retained. In 2018, new Class A capital contributions were $1 million and retained Class B net profits were $721,000.

Lines of Credit

Central Penn Capital Management, LLC, Noble Capital Management, LLC, Susquehanna Capital Management, LLC, and Chesapeake Capital Management, LLC maintain revolving lines of credit. Loan advances are based on a borrowing base formula and certain financial covenants must be maintained annually. See Notes to Consolidated Financial Statements, “Lines of Credit”.

Subordinated Debt

The Issuer, Central Penn Capital Management, LLC and Noble Capital Management, LLC have entered into subordinated loan agreements with various individuals and entities. See Notes to Consolidated Financial Statements, “Subordinated Debt”.

44

Annual Maturities of Subordinated Debt:

		December 31,
		2018 Audited		2017 Unaudited
Annual Maturities:	12/31/2018	$	-	$	14,821,494
	12/31/2019		10,420,456		1,281,282
	12/31/2020		2,905,757		2,768,070
	12/31/2021		2,800,853		2,549,856
	12/31/2022		4,189,351		3,587,710
	12/31/2023		3,301,732		-
	thereafter		3,516,971
Total Subordinated Debt		$	27,135,120	$	25,008,412

The proceeds from the current offering of Notes by the Issuer will allow the Issuer and the Operating Entities to ultimately consolidate the capital needs and capital planning at the Issuer level over the course of the next several years. The Issuer does not anticipate that any of the Operating Entities will raise further significant capital through the sale of additional subordinated, unsecured notes. As a result, the subordinated, unsecured notes previously issued by CPCM and NCM will be allowed to proceed to maturity without renewal or reissuance and/or may be repaid ahead of maturity in the Issuer’s discretion.

Loans Payable – Related Parties

At December 31, 2018, our affiliated company, Noble Opportunity Fund II, LP had available cash balances of $3.8 million that were loaned to the Issuer. This borrowing was used in place of line of credit advances. Loans from related parties may not be consistently available in future periods.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements.

45

MATERIAL FEDERAL INCOME TAX CONSIDERATIONS

The information provided herein was not intended or written to be used, and cannot be used by any taxpayer for the purpose of avoiding penalties that may be imposed on the taxpayer. This information has been provided to support the promotion or marketing of the offering of the Notes. Any person proposing to invest in the Notes is urged to seek advice based on that person’s particular circumstances from an independent tax advisor.

The income tax consequences of an investment in the Notes are complex. Accordingly, Investors should not consider this discussion as a substitute for careful individual tax planning. You are urged to consult with your tax advisors, attorneys or accountants on matters relating to an investment in the Notes, with special reference to your own situation and potential future changes in tax laws and regulations.

The following discussion is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), existing regulations thereunder (the “Regulations”), published rulings and court decisions. The Code and the Regulations are constantly subject to change, and the interpretations of the Code and the Regulations may be modified or affected at any time by Congress, the Department of the Treasury or judicial decision. It should be noted that any such change could be applied retroactively. Many provisions of the Code that significantly affect the tax consequences of investments in entities taxable as partnerships with investments in real estate have not yet been the subject of court decisions or authoritative interpretation by the IRS. It is impossible to predict what tax legislation, if any, will be enacted, and there can be no assurance that proposals that would adversely affect an investment in the Issuer will not be enacted into law.

No rulings have been or will be requested from the IRS concerning any of the tax matters described herein. Accordingly, there can be no assurance that the IRS or a court will not disagree with the following discussion or with any of the positions taken by the Issuer for Federal income tax purposes.

The following discussion, and any other statements in this Memorandum pertaining to Federal income tax consequences of the ownership of Notes, generally address only aspects considered to be of interest to a typical individual investor who is a citizen or resident of the United States. Investors that are subject to special tax rules, including, but not limited to, governmental entities, insurance companies, banks, thrifts, traders of securities that elect to use a mark-to-market method of accounting for their securities holdings and organizations exempt from taxation should consult their own tax advisors as to the applicability of such special rules to an investment in the Issuer. The description herein of the tax effects of owning Notes is based on the expectation that the Notes will be respected as debt for Federal income tax purposes.

It will be the responsibility of each investor to prepare and file all appropriate income tax returns that may be required as a result of the purchase of a Note. An IRS audit of the Issuer may also result in a complete audit of an Investor’s tax return.

46

Summary of Material Tax Aspects

The following summarizes the primary material Federal income tax aspects for an investment in the Issuer.

The analysis contained in this section is contingent upon the Notes being characterized as debt. The mere fact that an advance of funds to an entity is labeled as debt does not necessarily mean it is debt for Federal income tax purposes. The proper characterization of a financial relationship as debt or equity is determined based on all the facts and circumstances. Judicial decisions analyzing the debt versus equity issue often have cited a list of factors that may be relevant to the determination of whether the structure in question constitutes debt or equity. An examination of these cases suggests that no one factor has been deemed by the courts to be controlling or decisive. Among the factors considered by the courts have been the following: (i) the names given to any certificate of ownership evidencing the indebtedness or investment; (ii) the source of the payment; (iii) the right to enforce the payment of principal and interest; (iv) participation in management; (v) a status equal to or inferior to that of regular creditors; (vi) the intent of the parties; (vii) “thin” or inadequate capitalization; (viii) an identity of interest between the creditor and the equity owner; (ix) payment of interest only out of funds which would be a source of dividends; and (x) the borrower’s ability to obtain loans from outside lending institutions. Although the Issuer believes that the Notes have the indicia of debt, should the IRS re-characterize the Notes at any time as equity interests in the Issuer, the state, local and Federal income tax consequences will be substantially different.

The tax consequences to Investors of the Notes differ depending on whether the payments received by the Investor from the Issuer are repayments of principal or are repayments of interest. Interest payments will be ordinary income to the Investors at the time they are received. Repayments of principal, on the other hand, are non-taxable to the Investors as returns of capital.

In the event the Issuer becomes unable to repay the Notes pursuant to their terms, the Notes will be viewed as bad debt. Losses from bad debt that do not arise in the course of an individual taxpayer’s business (or businesses) are treated as short-term capital losses. As such, they are subject to the capital loss deduction limitations. Specifically, taxpayers can automatically deduct up to $3,000 of capital losses each year even if they have no capital gains ($1,500 if married filing separate status). Additional capital losses can only be deducted against capital gains from other sources. Therefore, if an Investor has a non-business bad debt loss arising from the Issuer’s inability to repay the Notes, but has capital gains that are less than the capital losses, it may take many years to fully deduct the bad debt loss.

In addition to the Federal income tax consequences described above, Investors may be subject to state and local tax consequences by reason of investment in the Issuer. Interest payments to Investors will generally be required to be included in determining the Investor’s reportable income for state or local income tax purposes in the jurisdiction in which the Investor is a resident. Further, upon the Investor’s death, estate or inheritance taxes might be payable in such jurisdictions based upon the Investor’s interest in the Issuer. Depending upon the applicable state and local laws, tax benefits that are available to the Investor for Federal income tax purposes may not be available to the Investor for state or local income tax purposes.

47

Investors are urged to consult their personal tax advisor regarding the impact of state and local taxes upon an investment in the Issuer. A discussion of state and local tax law is beyond the scope of this Confidential Private Offering Memorandum.

ERISA CONSIDERATIONS

The following is a discussion of how certain requirements of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the Code relating to Employee Benefit Plans and certain Other Benefit Arrangements (each as defined below) may affect an investment in the Notes. It is not, however, a complete or comprehensive discussion of all employee benefits aspects of such an investment. If the prospective investors are trustees or other fiduciaries of an Employee Benefit Plan or Other Benefit Arrangement, before purchasing Notes, they should consult with their own independent legal counsel to assure that the investment does not violate any of the applicable requirements of ERISA or the Code, including, without limitation, the ERISA fiduciary rules and the prohibited transaction requirements of ERISA and the Code.

ERISA Fiduciary Duties

Under ERISA, persons who serve as trustees or other fiduciaries of an Employee Benefit Plan have certain duties, obligations and responsibilities with respect to the participants and beneficiaries of such plans. Among the ERISA fiduciary duties are the duty to invest the assets of the plan prudently, and the duty to diversify the investment of plan assets so as to minimize the risk of large losses. An “Employee Benefit Plan” is a plan subject to ERISA that is an employee pension benefit plan (such as a defined benefit pension plan or a section 401(k) or 403(b) plan) or any employee welfare benefit plan (such as an employee group health plan).

Prohibited Transaction Requirements

Section 406 of ERISA and Section 4975 of the Code proscribe certain dealings between Employee Benefit Plans or Other Benefit Arrangements, on the one hand, and “parties-in interest” or “disqualified persons” with respect to those plans or arrangements on the other. An “Other Benefit Arrangement” is a benefit arrangement described in Section 4975(e)(1) of the Code (such as a self-directed IRA, other than an Employee Benefit Plan.

Prohibited transactions include, directly or indirectly, any of the following transactions between an Employee Benefit Plan or Other Benefit Arrangement and a party in interest or disqualified person:

(a) sales or exchanges of property;

(b) lending of money or other extension of credit;

(c) furnishing of goods, services or facilities; and

(d) transfers to, or use by or for the benefit of, a party in interest or disqualified person of any assets of the Employee Benefit Plan or Other Benefit Arrangement.

48

In addition, prohibited transactions include any transaction where a trustee or other fiduciary of an Employee Benefit Plan or Other Benefit Arrangement:

(a) deals with plan assets for his own account;

(b) acts on the behalf of parties whose interests are adverse to the interest of the plan; or

(c) receives consideration for his own personal account from any party dealing with the plan with respect to plan assets.

The terms “party in interest” under ERISA and “disqualified person” under the Code have similar definitions. The terms include persons who have particular relationships with respect to an Employee Benefit Plan or Other Benefit Arrangement, such as:

(a) fiduciaries;

(b) persons rendering services of any nature to the plan;

(c) employers any of whose employees are participants in the plan, as well as owners of 50% or more of the equity interests of such employers;

(d) spouses, lineal ascendants, lineal descendants, and spouses of such ascendants or descendants of any of the above persons;

(e) employees, officers, directors and 10% or more owners of such fiduciaries, service providers, employers or owners;

(f) entities in which any of the above-described parties hold interests of 50% or more; and

(g) 10% or more joint venturers or partners of certain of the parties described above.

Certain transactions between Employee Benefit Plans or Other Benefit Arrangements and parties in interest or disqualified persons that would otherwise be prohibited transactions are exempt from the prohibited transaction rules due to the application of certain statutory or regulatory exemptions. In addition, the United States Department of Labor (the “DOL”) has issued class exemptions and individual exemptions for certain types of transactions. Violations of the prohibited transaction rules may require the prohibited transactions to be rescinded and will cause the parties in interest or disqualified persons to be subject to excise taxes under Section 4975 of the Code.

Investments in the Company

If a prospective investor is a fiduciary of an Employee Benefit Plan, the investor must act prudently and ensure that the plan’s assets are adequately diversified to satisfy the ERISA fiduciary duty requirements. Whether an investment in the Company is prudent and whether an Employee Benefit Plan’s investments are adequately diversified must be determined by the plan’s fiduciaries in light of all of the relevant facts and circumstances. A fiduciary should consider, among other factors, the limited marketability of the Notes.

49

Prospective investors also should be aware that under certain circumstances the DOL may view the underlying assets of the Company as “plan assets” for purposes of the ERISA fiduciary rules and the ERISA and Internal Revenue Code prohibited transaction rules. DOL regulations indicate that Company assets will not be considered plan assets if less than 25% of the value of the Notes is held by Employee Benefit Plans and Other Benefit Arrangements.

The Company anticipates that if any investor is an Employee Benefit Plan subject to ERISA, the Company will limit the investments by all Employee Benefit Plans and Other Benefit Arrangements to ensure that the 25% limit is not exceeded. Because the 25% limit is determined after every subscription or redemption, the Company has the authority to require the redemption of all or some of the Notes held by any Investor that is an Employee Benefit Plan or Other Benefit Arrangement if the continued holding of such Notes, in the sole opinion of the Company, could result in the Company being subject to the ERISA fiduciary rules.

If there are no Employee Benefit Plan investors in the Company, the Company anticipates that investments by Other Benefit Arrangements (such as self-directed IRAs) may exceed the 25% limit. This may cause the underlying assets of the Company to be considered plan assets for purposes of the Code prohibited transaction rules. In such a case, the Other Benefit Arrangement investors must ensure that their investments do not constitute prohibited transactions under Section 4975 of the Code. Such investors should consult with independent legal counsel on these issues.

Special Limitations

The discussion of the ERISA fiduciary aspects and the ERISA and Code prohibited transaction rules contained in this Memorandum is not intended as a substitute for careful planning. The applicability of ERISA fiduciary rules and the ERISA or Code prohibited transaction rules to Investors may vary from one Investor to another, depending upon that Investor’s situation. Accordingly, prospective investors should consult with their own attorneys, accountants and other personal advisors as to the effect of ERISA and the Code on their situation of a purchase and ownership of the Notes and as to potential changes in the applicable law.

REPORTS

Annual Audited Financial Statements

For fiscal year 2018 and subsequent years, the Issuer will mail audited financials to Investors on an annual basis. Copies of the audited financial statement will be furnished to each Note holder within 120 days after the end of each Fiscal Year. The Fiscal Year of the Issuer ends on December 31^st. The Issuer’s audited, consolidated financial statements for 2018 are included in this Offering Circular beginning at page F-1.

Quarterly Performance Reports

Quarterly performance reports will be provided to Note holders no later than 45 days after the end of each calendar quarter. These quarterly performance reports are internally prepared by the Issuer and typically include an overview of business activity and a balance sheet and income statement for the prior quarter.

50

Quarterly Investor Statements

Each Note holder will receive an Investor Statement after each calendar quarter. Investor Statements will include details of the interest earned on their Note and other pertinent financial information specific to the Note.

ACCOUNTANTS

The audited, consolidated financial statements of Noble Advisors, LLC as of December 31, 2018, have been included herein in reliance upon the report of Brown Schultz Sheridan & Fritz, CPAs, independent accounting firm, upon the authority of said firm as experts in accounting and auditing.

LEGAL COUNSEL

The law firm of Barley Snyder LLP (“Counsel”) represents the Issuer in connection with this Offering and the preparation of certain documents relating to the Notes described in this Memorandum. Counsel is not responsible for the accuracy or completion of this Memorandum or the information set forth herein. Counsel does not represent the legal, tax or any other interest of Investors or Note holders. No Note holder, Investor or recipient of this Memorandum should impute or imply any duty on the part of Counsel, or any member of Counsel, at any time, present or future, to advise or inform the Investors or recipients with respect to any information received or obtained by Counsel relating to the Issuer.

Investors should not construe the contents of this Memorandum or any written or oral communications from the Issuer, or the employees, agents or affiliates of The Noble Group, as advice of any kind, including, without limitation, tax, legal, accounting, or investment advice. Investors are encouraged to consult their own independent advisors, including legal counsel and financial advisors, in connection with a potential investment in the Notes.

ACCESS TO ADDITIONAL INFORMATION

Subject to the discretion of the Issuer, Investors and/or their professional advisors are invited to review at the office of the Issuer, at any reasonable time upon advance notice, materials available from the Issuer relating to its activities, its management and this Offering.

The Issuer will answer inquiries from Investors and/or their designated representatives or advisors concerning the Issuer and any other matters relating to the organization and operations of the Issuer and the Offering and sale of the Notes and will afford to Investors and/or their professional advisors the opportunity to obtain additional information (to the extent that the Issuer possesses such information, or can acquire it without unreasonable effort or expense, and to the extent that such information is not regarded by the managers as a trade secret) necessary to assess the accuracy of representations or information set forth in this Memorandum. Notwithstanding the foregoing, for competitive and other reasons, to the extent allowed by law and by generally accepted accounting principles, the identity of the properties held by the Issuer may be kept confidential from Investors and, in such case, the Issuer will reveal information regarding such properties at its sole discretion.

51

Copies of any of the documents summarized or referenced herein that are not attached hereto may be obtained by writing to or calling the Issuer at:

Terry Hertzog

Noble Advisors, LLC

1817 Olde Homestead Lane

Suite 101

Lancaster, PA 17601

(717) 398-0700 x 130 (office)

(717) 271-8317 (cell)

thertzog@nobleweb.com

52

NOBLE ADVISORS, LLC

AND SUBSIDIARIES

YEAR ENDED DECEMBER 31, 2018

NOBLE ADVISORS, LLC AND SUBSIDIARIES

TABLE OF CONTENTS

	Page
Independent Auditors’ Report		1-2
Financial Statements:
Consolidated Balance Sheet, December 31, 2018		3-4
Consolidated Statement of Income, Year Ended December 31, 2018		5
Consolidated Statement of Members’ Equity, Year Ended December 31, 2018		6
Consolidated Statement of Cash Flows, Year Ended December  31, 2018		7-8
Notes to Consolidated Financial Statements		9-17
Independent Auditors’ Report on Consolidating Information		18
Supplementary Information:
Schedule of Consolidating Balance Sheets, December 31, 2018		19-20
Schedule of Consolidating Statements of Income, Year Ended December 31, 2018		21-22
Schedule of Consolidating Statements of Members’ Equity, Year Ended December 31, 2018		23

Independent Auditors’ Report

Management

Noble Advisors, LLC and Subsidiaries

Lancaster, Pennsylvania

Report on the Financial Statements

We have audited the accompanying consolidated financial statements of Noble Advisors, LLC and Subsidiaries, which comprise the consolidated balance sheet as of December 31, 2018, and the related consolidated statements of income, members’ equity and cash flows for the year then ended and the related notes to the consolidated financial statements.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

F-1

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Noble Advisors, LLC and Subsidiaries as of December 31, 2018, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Lancaster, Pennsylvania

April 2, 2019

F-2

NOBLE ADVISORS, LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

DECEMBER 31, 2018

ASSETS

Current assets:
Cash	$	1,318,783
Accounts receivable		345,167
Accounts receivable, related party		73,974
Prepaid expenses		202,364
Real estate inventory:
Residential		20,147,310
Commercial		129,963
Mortgage notes		10,314,847
Cash escrows		42,745
Other assets		108,841
Total current assets		32,683,994
Rental real estate:
Residential rental properties		3,544,288
Accumulated depreciation, residential		(153,315	)
Commercial rental properties		2,590,646
Accumulated depreciation, commercial		(102,433	)
Net rental real estate		5,879,186
Vehicles and equipment		230,478
Accumulated depreciation		(53,908	)
Net vehicles and equipment		176,570
Other assets:
Investment in:
Noble Opportunity Fund II, LP		306,138
RRAC, LLC		549,273
Long-term receivable, related party		500,000
Long-term mortgage notes		6,468,488
Total other assets		7,823,899
Total assets	$	46,563,649

See notes to consolidated financial statements.

F-3

NOBLE ADVISORS, LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

DECEMBER 31, 2018

LIABILITIES AND MEMBERS’ EQUITY

Current liabilities:
Accounts payable	$	309,071
Accounts payable, related party		2,297
Accrued:
Expenses and other liabilities		1,269,400
Interest		144,710
Member distributions		1,103,740
Line of credit		624,245
Mortgage escrows and prepayments		26,782
Short-term loans, related party		3,800,000
Current maturities of subordinated debt		10,420,456
Total current liabilities		17,700,701
Long-term liabilities, subordinated debt		16,714,664
Total liabilities		34,415,365
Members’ equity		12,148,284
Total liabilities and members’ equity	$	46,563,649

See notes to consolidated financial statements.

F-4

NOBLE ADVISORS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

YEAR ENDED DECEMBER 31, 2018

	Amount			Percentage of total income
Property sales	$	67,448,764
Property acquisition costs		55,263,934
Gross profit from property sales		12,184,830			81.18	%
Mortgage loan income:
Gain on:
Mortgage satisfaction		1,317,708			8.79
Sale of mortgage loans		20,225			0.13
Mortgage loan interest and fee income		1,046,564			6.97
Total mortgage loan income		2,384,497			15.89
Fee income:
Management fee income		356,478			2.37
Real estate commission income		50,940			0.34
Loan servicing fees		30,196			0.20
Other fees and commissions		3,506			0.02
Total fee income		441,120			2.93
Total income		15,010,447			100.00
Operating expenses:
Payroll and benefits	$	3,519,260			23.45	%
Property expenses		3,177,795			21.17
Sales commissions		1,853,524			12.35
Research and acquisition		651,903			4.34
Legal and professional fees		447,251			2.98
Travel and business meals		176,865			1.18
Leases		95,132			0.63
Property and liability insurance		78,261			0.52
Loan write-offs		77,495			0.52
Office expenses		64,483			0.43
Depreciation expense		53,907			0.36
Marketing		43,873			0.29
Loan servicing and broker fees		28,451			0.19
Other		297,631			1.98
Total operating expenses		10,565,831			70.39
Income from operations		4,444,616			29.61
Investment income:
Noble Opportunity Fund II, LP		202,141			1.35
RRAC, LLC		34,362			0.23
Total investment income		236,503			1.58
Other income (expense):
Interest expense		(1,815,842	)		(12.10	)
Interest income		10,444			0.07
Other income		42,856			0.29
Other rental expense		(343,129	)		(2.29	)
Net other expense		(2,105,671	)		(14.03	)
Net income	$	2,575,448			17.16	%

See notes to consolidated financial statements.

F-5

NOBLE ADVISORS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF MEMBERS’ EQUITY

YEAR ENDED DECEMBER 31, 2018

Members’ equity, January 1	$	10,551,937
Net income		2,575,448
Member contributions		1,400,000
Distributions		(2,379,101	)
Net increase		1,596,347
Members’ equity, December 31	$	12,148,284

See notes to consolidated financial statements.

F-6

NOBLE ADVISORS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2018

Cash flows from operating activities:
Net income	$	2,575,448
Adjustments:
Depreciation expense		225,709
Net income from investments		(236,503	)
Changes in assets and liabilities:
(Increase) decrease in assets:
Accounts receivable		2,002,060
Loan receivable, related party		103,706
Prepaid expenses		(54,155	)
Real estate inventory		(988,947	)
Commercial real estate		(129,963	)
Mortgage notes		(6,113,925	)
Cash escrows		(33,603	)
Other assets		(85,185	)
Net purchase of rental properties		(649,664	)
Increase (decrease) in liabilities:
Accounts payable		(1,495,493	)
Accrued:
Expenses and other liabilities		119,660
Interest		(13,624	)
Mortgage escrows and prepayments		(1,922	)
Subordinated debt interest accruals		1,118,369
Net cash used in operating activities		(3,658,032	)
Cash flows from investing activities:
Purchase of vehicles and equipment		(76,796	)
Cash paid for membership interest of The Noble Group, LLC		(140,000	)
Investment in RRAC, LLC		(1,014,911	)
Distributions from Noble Opportunity Fund II, LLC		286,471
Net cash used in investing activities		(945,236	)

(continued)

F-7

NOBLE ADVISORS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

YEAR ENDED DECEMBER 31, 2018

	2018
Cash flows from financing activities:
Net borrowings, line of credit	$	624,245
Borrowings from subordinated debt		6,848,420
Repayments of subordinated debt		(5,840,081	)
Borrowings from short-term loans, related party		3,800,000
Member contributions		400,000
Member distributions		(2,659,797	)
Net cash provided by financing activities		3,172,787
Net decrease in cash		(1,430,481	)
Cash:
Beginning of year		2,749,264
End of year	$	1,318,783
Supplemental disclosure of cash flow information:
Cash paid during the year for interest	$	1,829,466
Supplemental disclosures of noncash investing and financing activities:
In 2018, the Company declared distributions of $1,093,642 which were payable at December 31, 2018.
In 2018, the Company financed the purchase of the membership interest of The Noble Group, LLC through issuance of membership interest of $600,000.
In 2018, the Company made a noncash distribution of $400,000 to one of its members and assigned the interest to another related member.

See notes to consolidated financial statements.

F-8

NOBLE ADVISORS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2018

1. Nature of business and summary of significant accounting policies:

Nature of business:

Noble Advisors, LLC, a holding company, is the sole member of The Noble Group, LLC; Noble Capital Management, LLC; Chesapeake Capital Management, LLC; Susquehanna Capital Management, LLC; Woods at Waterford, LLC; and Central Penn Capital Management, LLC and its wholly-owned subsidiaries (Horizon Residential Loan Servicing, LLC and Olde Homestead Lane, LLC) (collectively the Company). Noble Advisors, LLC is a limited partner of Noble Opportunity Fund II, LP.

The Company is engaged in the acquisition of residential properties at foreclosure sales or other similar distressed property sales primarily in the Middle Atlantic Region of the United States. The acquired properties are repaired or renovated and resold at retail. The Company is also engaged in the purchase of pools of mortgage loans secured by real estate throughout the United States. These mortgages will be serviced until disposed of in the normal course of business, satisfied by the owner or foreclosed with the property being resold at retail. In certain circumstances, the Company will use acquired residential or commercial properties to generate rental revenue while the Company evaluates resale options.

Basis of accounting:

The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. Under the accrual basis, revenue is recognized when earned and expenses are recognized when incurred.

Principles of consolidation:

The consolidated financial statements include the accounts of Noble Advisors, LLC; The Noble Group, LLC; Noble Capital Management, LLC; Chesapeake Capital Management, LLC; Susquehanna Capital Management, LLC; Woods at Waterford, LLC; and Central Penn Capital Management, LLC and its wholly-owned subsidiaries (Horizon Residential Loan Servicing, LLC and Olde Homestead Lane, LLC). All significant intercompany balances and transactions have been eliminated in consolidation.

Cash and cash equivalents:

The Company considers all cash and short-term highly liquid debt instruments to be cash equivalents.

Cash balances are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. As of December 31, 2018, the bank balance exceeded this limit by approximately $27,000.

F-9

NOBLE ADVISORS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEAR ENDED DECEMBER 31, 2018

1. Nature of business and summary of significant accounting policies (continued):

Accounts receivable:

Trade accounts receivable are stated at the amount management expects to collect from balances outstanding at year end. Historically, the Company has not incurred significant bad debts and, therefore, no allowance for doubtful accounts is included in the accompanying financial statements for the year ended December 31, 2018.

Real estate inventory:

Inventory consists of short-term real estate holdings stated at the lower of carrying value or net realizable value, determined on the specific cost basis. The Company’s intent is generally to renovate and sell this inventory within a short time period.

Mortgage notes:

The Company acquires mortgage loans individually and in groups or portfolios that have experienced deterioration of credit quality between origination and the Company’s acquisition of the mortgage loans. The amount paid for a mortgage loan reflects the Company’s determination that it is probable the Company will be unable to collect all amounts due according to the mortgage loan’s original contractual terms.

The Company considers expected repayments and estimates the amount and timing of undiscounted expected principal, interest and other cash flows (expected at acquisition) for each mortgage loan and, subsequently, aggregated pool of mortgage loans. The Company determines the excess of the mortgage loan’s or pool’s scheduled contractual principal and contractual interest payments over all cash flows expected at acquisition as an amount that should not be accreted (nonaccretable difference). The remaining amount representing the excess of the loan’s cash flows expected to be collected over the amount paid is accreted into interest over the remaining life of the mortgage loan or pool (accretable yield).

The Company acquires most mortgage loans with the intent of negotiating a settlement of the mortgage loan with the debtor or obtaining the underlying collateral and reselling the properties. Certain of the mortgage loans acquired by the Company are accounted for using the cost recovery income recognition model because the Company cannot reasonably estimate cash flows expected to be collected. Income on a cost recovery loan is only recognized once the cost basis of the loan is recovered. Certain mortgage loans acquired by the Company are accounted for using the cash basis method whereby cash received is applied per the terms of the contract. The Company also originates loans on a case by case basis, typically lending money to construction companies for lots to be completed and sold with terms of one to three years. For mortgage loans satisfied by the owner, the Company recognizes gain on the mortgage satisfaction upon settlement with the owner. Properties foreclosed on, or received via deed in lieu of foreclosure, are transferred to real estate inventory at carrying value for resale, or to rental real estate until disposition.

F-10

NOBLE ADVISORS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEAR ENDED DECEMBER 31, 2018

1. Nature of business and summary of significant accounting policies (continued):

Mortgage notes (continued):

Over the life of the mortgage loan or pool, the Company continues to estimate cash flows expected to be collected. The Company evaluates at the balance sheet date whether the present value of mortgage loans determined using the effective interest rates has decreased and, if so, recognizes a valuation allowance. The present value of any subsequent increase in the mortgage loan’s or pool’s actual cash flows or cash flows expected to be collected is used first to reverse any existing reserve for that mortgage loan or pool. For any remaining increases in cash flows expected to be collected, the Company adjusts the amount of accretable yield recognized on a prospective basis over the mortgage loan’s or pool’s remaining life.

Current and long-term portions of mortgage notes on the accompanying consolidated balance sheets are estimates based on management’s best assessment of future cash flows from each underlying loan. Management considers likelihood of refinancing or payoff in this analysis.

The Company established a reserve of $33,867 for the year ended December 31, 2018.

Rental real estate:

Properties foreclosed upon or received via deed in lieu of foreclosure that are transferred to rental real estate are stated at cost. An expenditure greater than $5,000 that increases the value or life of the property is also capitalized. Repairs and maintenance expenditures not meeting the criteria for capitalization are expensed as incurred. Because of uncertainty in how long the Company will hold each rental property, management does not estimate future minimum rental payments to be received under such operating leases.

Depreciation expense is calculated using the straight-line method over the expected life of the assets, which is 39 years for residential properties and commercial properties. Depreciation expense related to rental real estate was $171,801 for the year ended December 31, 2018.

Income taxes:

Noble Capital Management, LLC; Central Penn Capital Management, LLC; Horizon Residential Loan Servicing, LLC; Chesapeake Capital Management, LLC; Susquehanna Capital Management, LLC; Woods at Waterford, LLC; Olde Homestead Lane, LLC; and The Noble Group, LLC, are disregarded entities for tax purposes and, therefore, are not subject to income taxes as separate entities, as their income is included on the income tax return of Noble Advisors, LLC, which files partnership income tax returns. No provision has been made for income taxes, if any, since such taxes are the responsibility of the individual members.

Revenue recognition:

Revenue from sales of real estate inventory is recognized upon settlement of the sale transaction.

F-11

NOBLE ADVISORS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEAR ENDED DECEMBER 31, 2018

1. Nature of business and summary of significant accounting policies (continued):

Use of estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Recently issued accounting standards:

Revenue:

FASB ASU 2014-09, Revenue from Contracts and Customers (Topic 606), with effective dates amended by FASB ASU 2015-14, is effective for the Company’s December 31, 2019 year end and identifies specific steps to be applied to properly recognize revenue from customer contracts. Under the standard, revenue recognition is determined using a five-step model which identifies customer contracts, identifies performance obligations in each contract, determines transaction price, allocates transaction price to performance obligations and recognizes revenue when or as the performance obligations are satisfied. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on the Company’s financial statements. The Company has not yet selected a transition method, nor has it determined the effect of the standard on its ongoing financial reporting.

Leases:

FASB ASU 2016-02, Leases, is effective for the Company’s December 31, 2020 year end and requires that all leases with terms of more than 12 months be recognized as assets and liabilities on the balance sheet. Recognition of these lease assets and lease liabilities represents a change from previous generally accepted accounting principles (GAAP), which did not require lease assets and lease liabilities to be recognized for operating leases. Qualitative disclosures along with specific quantitative disclosures will be required to provide enough information to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an entity’s leasing activities.

The Company will be required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach, which includes a number of optional practical expedients that the Company may elect to apply. At adoption, the Company will recognize a right-of-use asset and a lease liability initially measured at the present value of its operating lease payments. The Company is currently evaluating the impacts of adopting this guidance on its financial position, results of operations and cash flows.

F-12

NOBLE ADVISORS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEAR ENDED DECEMBER 31, 2018

1. Nature of business and summary of significant accounting policies (continued):

Recently issued accounting standards (continued):

Credit losses:

FASB ASU 2016-13, Financial Instruments – Credit Losses, is effective for the Company’s December 31, 2021 year end and requires that expected credit losses for newly recognized financial assets as well as the expected increase or decrease of expected credit losses be recognized on the income statement. A prospective transition approach should be used for assets with a more-than-insignificant amount of credit deterioration since origination where upon adoption, the amortized cost basis should be adjusted to reflect the addition of the allowance for credit losses. The Company is evaluating and has not yet determined the effect that ASU 2016-13 will have on its financial statements.

2. Cash escrows:

Cash escrows represent funds held for potential post-settlement costs of real estate sales. Cash escrows totaled $42,745 at December 31, 2018.

3. Mortgage notes:

The Company has acquired mortgage loans with evidence of deterioration of credit quality and for which it was probable, at acquisition, that all contractually required payments would not be collected. The Company accounts for these loans under the accretable yield method, the cost recovery method, cash basis method or as originated loans.

Below are carrying amounts recognized on the consolidated balance sheet under each method as of December 31, 2018:

Mortgage loans:
Accretable yield method	$	13,015,387
Cost recovery method		2,769,706
Cash basis method		357,113
Originated loans		641,129
Carrying amount of loans, December 31	$	16,783,335
Outstanding principal balance of loans, December 31	$	35,916,396

For certain loans, the Company recognizes income using the accretable yield method. Accretable yield represents the expected cash flows of the loan in excess of the initial investment of the loan. This yield is recognized as income over the life of the loan. The difference between total contractual cash flows and cash flows expected at acquisition is nonaccretable, and income is not recognized on this difference. The summary below shows the activity for accretable yield loans during 2018. The disposals noted below represent the gain recognized during the year for loans that were being accounted for under the accretable yield method but were satisfied or sold during the year.

F-13

NOBLE ADVISORS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEAR ENDED DECEMBER 31, 2018

3. Mortgage notes (continued):

The accretable yield balances below represent the remaining expected cash flows in excess of the cost basis of the loans as of the year ends to be recognized as interest income over the lives of the loans:

Balance, January 1	$	3,483,404
Additions		2,549,756
Accretion		(611,403	)
Transfer to nonaccretable yield classification		(352,345	)
Disposals		(448,847	)
Balance, December 31	$	4,620,565
Accretable yield loans acquired or reclassified from cost recovery loans:
Contractually required payments receivable at acquisition	$	8,461,857
Cash flows expected to be collected at acquisition		6,917,142
Basis in acquired loans at acquisition		4,439,335

Certain mortgage loans acquired are accounted for using the cost recovery income recognition model because the Company cannot reasonably estimate cash flows expected to be collected. Income on a cost recovery loan is only recognized once the cost basis of the loan is recovered.

Certain mortgage loans acquired are accounted for using the cash basis income recognition model whereby interest income is recognized when received; however, no additional income is recognized until the basis of the loan is recovered.

Originated loans are primarily construction loans issued by the Company, and income is recorded as interest is earned.

4. Investments:

Noble Advisors, LLC holds a 19% limited partner interest, and The Noble Group, LLC holds a 1% general partner interest, in Noble Opportunity Fund II, LP. These investments are accounted for on the equity method. The income recognized in 2018 was $202,141.

Noble Advisors, LLC holds a 49.9% membership interest in RRAC, LLC and accounts for this investment on the equity method. The income recognized in 2018 was $34,362.

5. Lines of credit:

The following lines of credit accrue interest at different rates, with each rate representing a market rate index based on the Wall Street Journal (WSJ) prime rate or the one month London Interbank Offered Rate (LIBOR).

Central Penn Capital Management, LLC and Horizon Residential Loan Servicing, LLC, jointly and severally, have a revolving line of credit agreement with a bank, up to a

F-14

NOBLE ADVISORS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEAR ENDED DECEMBER 31, 2018

5. Lines of credit (continued):

maximum borrowing of $17,500,000. The line is secured by all assets and the guarantees of Noble Advisors, LLC and The Noble Group, LLC and the personal guarantee of Noble Advisors, LLC’s majority member and his spouse. Loan advances are based on a borrowing base formula. There was an outstanding balance on the line of $624,245 at December 31, 2018. The line of credit agreement requires Central Penn Capital Management, LLC to maintain certain financial covenants measured annually.

Noble Capital Management, LLC has a revolving line of credit agreement with a bank, up to a maximum borrowing of $5,000,000. The line is secured by all assets of the Company and the guarantee of Noble Advisors, LLC and the personal guarantee of its majority member and his spouse. Loan advances are based on a borrowing base formula. There was no outstanding line of credit balance at December 31, 2018. The line of credit agreement requires Noble Capital Management, LLC to maintain certain financial covenants measured annually.

Chesapeake Capital Management, LLC has a revolving line of credit agreement with a bank, up to a maximum borrowing of $5,000,000. The line is secured by all assets of the Company and the guarantee of Noble Advisors, LLC and the personal guarantee of its majority member and his spouse. There was no outstanding line of credit balance at December 31, 2018.

Susquehanna Capital Management, LLC has a revolving line of credit agreement with a bank, up to a maximum borrowing of $5,000,000. The line is secured by all assets of the Company and the guarantee of Noble Advisors, LLC and the personal guarantee of its majority member and his spouse. There was no outstanding line of credit balance at December 31, 2018.

6. Subordinated debt:

The Company has entered into subordinated loan agreements with various individuals and entities to an amount of $27,135,120 as of December 31, 2018. This debt is subordinated to the lines of credit disclosed in Note 5.

The demand dates of the note obligations extend through December 31, 2025, and the obligations require quarterly interest payments at annual rates ranging from 3.25% to 10.50%. The Company has the right to change the stated interest rate, and the payee may demand payment in full on certain dates as specified in the loan agreement, determined by the chosen interest rate.

Related party debt included with subordinated debt totaled $3,651,435 at December 31, 2018.

F-15

NOBLE ADVISORS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEAR ENDED DECEMBER 31, 2018

6. Subordinated debt (continued):

Annual maturities of long-term subordinated debt for subsequent years are as follows:

Year ending December 31,	Related party		Other		Total
2019	$	874,131	$	9,546,325	$	10,420,456
2020		213,815		2,691,942		2,905,757
2021		159,340		2,641,513		2,800,853
2022		1,101,791		3,087,560		4,189,351
2023		158,149		3,143,583		3,301,732
thereafter		1,144,209		2,372,762		3,516,971
	$	3,651,435	$	23,483,685	$	27,135,120

7. Related party relationships and transactions:

Affiliates:

The 90% member of Noble Advisors, LLC and his spouse are limited partners of Junction Holdings, LP. The Noble Group, LLC serves as the general partner of Junction Holdings, LP.

Account balances and transactions:

The following is a summary of related party account balances and transactions at December 31:

Accounts receivable due from Noble Opportunity Fund II, LP	$	37,801
Accounts receivable due from Junction Holdings, LP		25,380
Accounts receivable due from RRAC, LLC		10,444
Loan payable to Noble Opportunity Fund II, LP		3,800,000
Interest payable to Noble Opportunity Fund II, LP		11,433
Management fee, real estate commission, loan servicing fee, and other income from Noble Opportunity Fund II, LP		387,141
Management fee income from Junction Holdings, LP		53,892

Loans payable, related party:

Noble Advisors, LLC had a short-term loan due to Noble Opportunity Fund II, LP that is payable on demand. Interest accrued on the unpaid balance at a rate of 5.5%. The outstanding balance of the loan at December 31, 2018 was $3,800,000.

Management agreements:

Noble Opportunity Fund II, LP and Junction Holdings, LP have management services agreements with The Noble Group, LLC whereby The Noble Group, LLC provides management and operations services to Noble Opportunity Fund II, LP and Junction Holdings, LP.

F-16

NOBLE ADVISORS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEAR ENDED DECEMBER 31, 2018

7. Related party relationships and transactions (continued):

Management agreements (continued):

Management, service and incentive fees paid by Noble Opportunity Fund II, LP and Junction Holdings, LP for the year ended December 31, 2018 totaled $441,120.

8. Business acquisition:

Effective January 1, 2018, Noble Advisors, LLC acquired a 100% membership interest in the Noble Group, LLC from the majority member of Noble Advisors, LLC. The purchase price was $740,000, consisting of $140,000 paid in cash, and $600,000 of Class A membership interests in Noble Advisors, LLC. As a transaction between entities under common control, assets and liabilities acquired were recorded at net book value, as follows as of January 1, 2018:

Receivables and other current assets	$	1,556,247
Vehicles		153,682
Investment in Noble Opportunity Fund II, LP		148,492
Accounts payable		(42,523	)
Accrued expenses and other liabilities		(834,207	)
Member distribution payable		(241,691	)
	$	740,000

9. Subsequent events:

The Company has evaluated subsequent events through April 2, 2019, the date which the financial statements were available to be issued.

F-17

Independent Auditors’ Report

on Consolidating Information

Members

Noble Advisors, LLC and Subsidiaries

Lancaster, Pennsylvania

We have audited the consolidated financial statements of Noble Advisors, LLC and Subsidiaries, as of and for the year ended December 31, 2018, and our report thereon dated April 2, 2019, which expressed an unmodified opinion on those consolidated financial statements, appears on page 1. Our audit was conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The consolidating information on pages 22 through 26 is presented for purposes of additional analysis and is not a required part of the consolidated financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements. The information has been subjected to the auditing procedures applied in the audit of the consolidated financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the consolidating information is fairly stated in all material respects in relation to the consolidated financial statements as a whole.

Lancaster, Pennsylvania

April 2, 2019

F-18

NOBLE ADVISORS, LLC AND SUBSIDIARIES

CONSOLIDATING BALANCE SHEETS

DECEMBER 31, 2018

(see independent auditors’ report on consolidating information)

ASSETS

	Central Penn Capital Management, LLC and Subsidiaries			Noble Capital Management, LLC			Susquehanna Capital Management, LLC			Chesapeake Capital Management, LLC		Woods at Waterford, LLC		The Noble Group, LLC			Noble Advisors, LLC		Consolidating totals			Eliminating entries			Consolidated totals
Current assets:
Cash	$	933,790		$	69,278		$	194,203		$	781	$	1,691	$	12,377		$	106,663	$	1,318,783			0		$	1,318,783
Accounts receivable		37,812			271,204			18,151			12,535		0		5,465			0		345,167			0			345,167
Accounts receivable, related party		8,042			0			2,000			0		0		887,412			1,259,491		2,156,945			(2,082,971	)		73,974
Short-term loan, related party		2,029,691			0			0			0		0		0			0		2,029,691			(2,029,691	)		0
Prepaid expenses		93,180			8,831			22,069			2,083		2,614		73,587			0		202,364			0			202,364
Real estate inventory:
Residential		19,042,226			655,040			330,698			0		174,970		0			0		20,202,934			(55,624	)		20,147,310
Commercial		129,963			0			0			0		0		0			0		129,963			0			129,963
Mortgage notes		2,336,309			4,382,206			3,220,388			375,944		0		0			0		10,314,847			0			10,314,847
Cash escrows		42,745			0			0			0		0		0			0		42,745			0			42,745
Other assets		59,116			4,350			21,985			0		15,223		8,167			0		108,841			0			108,841
Total current assets		24,712,874			5,390,909			3,809,494			391,343		194,498		987,008			1,366,154		36,852,280			(4,168,286	)		32,683,994
Rental real estate:
Residential rental properties		1,403,852			372,197			1,768,239			0		0		0			0		3,544,288			0			3,544,288
Accumulated depreciation, residential		(89,094	)		(10,696	)		(53,525	)		0		0		0			0		(153,315	)		0			(153,315	)
Commercial rental properties		2,590,646			0			0			0		0		0			0		2,590,646			0			2,590,646
Accumulated depreciation, commercial		(102,433	)		0			0			0		0		0			0		(102,433	)		0			(102,433	)
Net rental real estate		3,802,971			361,501			1,714,714			0		0		0			0		5,879,186			0			5,879,186
Vehicles and equipment		0			0			0			0		0		230,478			0		230,478			0			230,478
Less accumulated depreciation		0			0			0			0		0		(53,908	)		0		(53,908	)		0			(53,908	)
Net vehicles and equipment		0			0			0			0		0		176,570			0		176,570			0			176,570
Other assets:
Investment in:
Noble Opportunity Fund II, LP		0			0			0			0		0		110,833			195,305		306,138			0			306,138
RRAC, LLC		0			0			0			0		0		0			549,273		549,273			0			549,273
Central Penn Capital Management, LLC		0			0			0			0		0		0			7,440,733		7,440,733			(7,440,733	)		0
Noble Capital Management, LLC		0			0			0			0		0		0			1,574,079		1,574,079			(1,574,079	)		0
Susquehanna Capital Management, LLC		0			0			0			0		0		0			1,608,958		1,608,958			(1,608,958	)		0
Chesapeake Capital Management, LLC		0			0			0			0		0		0			607,251		607,251			(607,251	)		0
Woods at Waterford, LLC		0			0			0			0		0		0			10,639		10,639			(10,639	)		0
The Noble Group, LLC		0			0			0			0		0		0			847,099		847,099			(847,099	)		0
Notes receivable, subsidiaries		0			0			0			0		0		0			9,829,222		9,829,222			(9,829,222	)		0
Long-term receivable, related party		0			0			0			0		0		0			500,000		500,000			0			500,000
Long-term mortgage notes		1,761,793			2,118,636			140,914			2,447,145		0		0			0		6,468,488			0			6,468,488
Total other assets		1,761,793			2,118,636			140,914			2,447,145		0		110,833			23,162,559		29,741,880			(21,917,981	)		7,823,899
Total assets	$	30,277,638		$	7,871,046		$	5,665,122		$	2,838,488	$	194,498	$	1,274,411		$	24,528,713	$	72,649,916			(26,086,267	)	$	46,563,649

(continued)

F-19

NOBLE ADVISORS, LLC AND SUBSIDIARIES

CONSOLIDATING BALANCE SHEETS

DECEMBER 31, 2018

(see independent auditors’ report on consolidating information)

LIABILITIES AND MEMBERS’ EQUITY

	Central Penn Capital Management, LLC and Subsidiaries		Noble Capital Management, LLC		Susquehanna Capital Management, LLC		Chesapeake Capital Management, LLC		Woods at Waterford, LLC		The Noble Group, LLC		Noble Advisors, LLC		Consolidating totals		Eliminating entries			Consolidated totals
Current liabilities:
Accounts payable	$	247,277	$	18,731		0		0	$	7,334	$	35,729		0	$	309,071		0		$	309,071
Accounts payable, related party		567,508		27,152		12,800		5,480		2		10,250		5,800		628,992		(626,695	)		2,297
Accrued:
Expenses and other liabilities		948,820		50,820		57,109		2,500		0		300,031		117,400		1,476,680		(207,280	)		1,269,400
Interest		117,789		12,903		20,891		3,978		1,523		0		21,722		178,806		(34,096	)		144,710
Member distributions		1,214,900		0		0		0		0		81,302		1,022,438		2,318,640		(1,214,900	)		1,103,740
Line of credit		624,245		0		0		0		0		0		0		624,245		0			624,245
Mortgage escrows and prepayments		17,972		5,770		277		2,763		0		0		0		26,782		0			26,782
Short-term loans, related party		0		0		0		0		0		0		5,829,691		5,829,691		(2,029,691	)		3,800,000
Current maturities of subordinated debt		7,721,264		1,609,632		0		0		0		0		1,089,560		10,420,456		0			10,420,456
Total current liabilities		11,459,775		1,725,008		91,077		14,721		8,859		427,312		8,086,611		21,813,363		(4,112,662	)		17,700,701
Long-term liabilities:
Notes payable, member		0		3,472,619		3,965,087		2,216,516		175,000		0		0		9,829,222		(9,829,222	)		0
Subordinated debt		11,377,130		1,099,340		0		0		0		0		4,238,194		16,714,664		0			16,714,664
Total liabilities		22,836,905		6,296,967		4,056,164		2,231,237		183,859		427,312		12,324,805		48,357,249		(13,941,884	)		34,415,365
Members’ equity		7,440,733		1,574,079		1,608,958		607,251		10,639		847,099		12,203,908		24,292,667		(12,144,383	)		12,148,284
Total liabilities and members’ equity	$	30,277,638	$	7,871,046	$	5,665,122	$	2,838,488	$	194,498	$	1,274,411	$	24,528,713	$	72,649,916		(26,086,267	)	$	46,563,649

See notes to consolidated financial statements.

F-20

NOBLE ADVISORS, LLC AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF INCOME

YEAR ENDED DECEMBER 31, 2018

(see independent auditors’ report on consolidating information)

	Central Penn Capital Management, LLC and Subsidiaries		Noble Capital Management, LLC		Susquehanna Capital Management, LLC		Chesapeake Capital Management, LLC			Woods at Waterford, LLC			The Noble Group, LLC		Noble Advisors, LLC			Consolidating totals		Eliminating entries			Consolidated totals
Property sales	$	67,125,480	$	144,778	$	178,506		0			0			0		0		$	67,448,764		0		$	67,448,764
Property acquisition costs		55,281,517		90,972		90,815		0			0			0		0			55,463,304		(199,370	)		55,263,934
Gross profit from property sales		11,843,963		53,806		87,691		0			0			0		0			11,985,460		199,370			12,184,830
Mortgage loan income:
Gain on:
Mortgage satisfaction		713,951		276,942		326,815		0			0			0		0			1,317,708		0			1,317,708
Sale of mortgage loans		0		0		20,225		0			0			0		0			20,225		0			20,225
Mortgage loan interest and fee income		708,507		137,079		193,860		7,118			0			0		0			1,046,564		0			1,046,564
Total mortgage loan income		1,422,458		414,021		540,900		7,118			0			0		0			2,384,497		0			2,384,497
Fee income:
Management fee income		0		0		0		0			0			2,715,356		0			2,715,356		(2,358,878	)		356,478
Real estate commission income		0		0		0		0			0			1,881,047		0			1,881,047		(1,830,107	)		50,940
Loan servicing fees		0		0		0		0			0			232,483		0			232,483		(202,287	)		30,196
Other fees and commissions		0		0		0		0			0			292,057		0			292,057		(288,551	)		3,506
Total fee income		0		0		0		0			0			5,120,943		0			5,120,943		(4,679,823	)		441,120
Total income		13,266,421		467,827		628,591		7,118			0			5,120,943		0			19,490,900		(4,480,453	)		15,010,447
Operating expenses:
Payroll and benefits		0		0		0		0			0			3,519,260		0			3,519,260		0			3,519,260
Property expenses		3,151,970		30,924		2,608		0			7,747			0		0			3,193,249		(15,454	)		3,177,795
Sales commissions		3,660,191		13,622		9,818		0			0			0		0			3,683,631		(1,830,107	)		1,853,524
Management fees		1,953,073		204,000		101,606		5,000			0			0		95,199			2,358,878		(2,358,878	)		0
Research and acquisition		0		0		0		0			0			630,873		21,030			651,903		0			651,903
Legal and professional fees		139,218		0		777		0			0			130,919		176,337			447,251		0			447,251
Travel and business meals		0		0		0		0			0			176,865		0			176,865		0			176,865
Leases		0		0		0		0			0			95,132		0			95,132		0			95,132
Property and liability insurance		51,742		0		0		0			19			26,500		0			78,261		0			78,261
Loan write-offs		66,565		10,930		0		0			0			0		0			77,495		0			77,495
Office expenses		0		0		0		0			0			64,483		0			64,483		0			64,483
Depreciation expense		0		0		0		0			0			53,907		0			53,907		0			53,907
Marketing		0		0		0		0			0			43,873		0			43,873		0			43,873
Loan servicing and broker fees		151,291		36,780		42,187		480			0			0		0			230,738		(202,287	)		28,451
Other		49,757		8,162		8,325		2,211			72			227,726		1,378			297,631		0			297,631
Total operating expenses		9,223,807		304,418		165,321		7,691			7,838			4,969,538		293,944			14,972,557		(4,406,726	)		10,565,831
Income (loss) from operations		4,042,614		163,409		463,270		(573	)		(7,838	)		151,405		(293,944	)		4,518,343		(73,727	)		4,444,616

(continued)

F-21

NOBLE ADVISORS, LLC AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF INCOME (CONTINUED)

YEAR ENDED DECEMBER 31, 2018

(see independent auditors’ report on consolidating information)

	Central Penn Capital Management, LLC and Subsidiaries			Noble Capital Management, LLC			Susquehanna Capital Management, LLC			Chesapeake Capital Management, LLC			Woods at Waterford, LLC			The Noble Group, LLC		Noble Advisors, LLC			Consolidating totals			Eliminating entries			Consolidated totals
Investment income (loss):
Central Penn Capital Management, LLC		0			0			0			0			0			0	$	2,203,633		$	2,203,633			(2,203,633	)		0
Noble Capital Management, LLC		0			0			0			0			0			0		1,802			1,802			(1,802	)		0
Susquehanna Capital Management, LLC		0			0			0			0			0			0		397,688			397,688			(397,688	)		0
Chesapeake Capital Management, LLC		0			0			0			0			0			0		4,676			4,676			(4,676	)		0
Woods at Waterford, LLC		0			0			0			0			0			0		(9,361	)		(9,361	)		9,361			0
The Noble Group		0			0			0			0			0			0		178,303			178,303			(178,303	)		0
Noble Opportunity Fund II, LP		0			0			0			0			0			10,107		192,034			202,141			0			202,141
RRAC, LLC		0			0			0			0			0			0		34,362			34,362			0			34,362
Total investment income		0			0			0			0			0			10,107		3,003,137			3,013,244			(2,776,741	)		236,503
Other income (expense):
Interest expense		(1,482,259	)		(172,006	)		(82,227	)		(10,696	)		(1,523	)		0		(219,983	)		(1,968,694	)	$	152,852			(1,815,842	)
Interest income		0			5,489			0			15,945			0			0		141,862			163,296			(152,852	)		10,444
Other income		26,065			0			0			0			0			16,791		0			42,856			0			42,856
Net rental income (loss)		(382,787	)		4,910			16,645			0			0			0		0			(361,232	)		18,103			(343,129	)
Net other income (expense)		(1,838,981	)		(161,607	)		(65,582	)		5,249			(1,523	)		16,791		(78,121	)		(2,123,774	)		18,103			(2,105,671	)
Net income (loss)	$	2,203,633		$	1,802		$	397,688		$	4,676			(9,361	)	$	178,303	$	2,631,072		$	5,407,813			(2,832,365	)	$	2,575,448

See notes to consolidated financial statements.

F-22

NOBLE ADVISORS, LLC AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF MEMBERS’ EQUITY

YEAR ENDED DECEMBER 31, 2018

(see independent auditors’ report on consolidating information)

	Central Penn Capital Management, LLC and Subsidiary			Noble Capital Management, LLC		Susquehanna Capital Management, LLC		Chesapeake Capital Management, LLC		Woods at Waterford, LLC			The Noble Group, LLC			Noble Advisors, LLC			Consolidating totals			Eliminating entries			Consolidated totals
Members’ equity, January 1	$	7,000,000		$	1,572,277	$	1,211,270	$	2,575		0			0		$	10,551,937		$	20,338,059		$	(9,786,122	)	$	10,551,937
Net income (loss)		2,203,633			1,802		397,688		4,676	$	(9,361	)	$	178,303			2,631,072			5,407,813			(2,832,365	)		2,575,448
Member contributions		0			0		0		600,000		20,000			740,000			1,400,000			2,760,000			(1,360,000	)		1,400,000
Member distributions		(1,762,900	)		0		0		0		0			(71,204	)		(2,379,101	)		(4,213,205	)		1,834,104			(2,379,101	)
Net increase		440,733			1,802		397,688		604,676		10,639			847,099			1,651,971			3,954,608			(2,358,261	)		1,596,347
Members’ equity, December 31	$	7,440,733		$	1,574,079	$	1,608,958	$	607,251	$	10,639		$	847,099		$	12,203,908		$	24,292,667		$	(12,144,383	)	$	12,148,284

See notes to consolidated financial statements.

F-23

NOBLE ADVISORS, LLC AND SUBSIDIARIES

YEAR ENDED DECEMBER 31, 2017

(UNAUDITED)

F-24

NOBLE ADVISORS, LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

DECEMBER 31, 2017

(UNAUDITED)

ASSETS

Current assets:
Cash	$	2,778,339
Accounts receivable		867,786
Accounts receivable, related party		157,566
Prepaid expenses		171,616
Residential real estate inventory		19,110,522
Mortgage notes		6,772,680
Cash escrows		9,142
Other assets		31,274
Total current assets		29,898,925
Rental real estate:
Residential rental properties		1,078,265
Accumulated depreciation, residential		(51,199	)
Commercial rental properties		4,440,988
Accumulated depreciation, commercial		(66,731	)
Net rental real estate		5,401,323
Vehicles and equipment		774,689
Accumulated Depreciation		(434,562	)
Net vehicles and equipment		340,127
Other assets:
Investment in:
Noble Opportunity Fund II, LP		390,467
Junction Holdings, LP		77,664
Long-Term mortgage notes		3,896,730
Total other assets		4,364,861
Total assets	$	40,005,236

(Unaudited) See notes to consolidated financial statements.

F-25

NOBLE ADVISORS, LLC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

DECEMBER 31, 2017

(UNAUDITED)

LIABILITIES AND MEMBERS’ EQUITY

Current liabilities:
Accounts payable	$	389,290
Accrued:
Expenses and other liabilities		1,127,851
Interest		158,334
Member distribution		1,784,436
Mortgage escrows and prepayments		28,704
Current maturities of subordinated debt		14,821,494
Total current liabilities		18,310,109
Long-term liabilities, subordinated debt		10,186,918
Total liabilities		28,497,027
Members’ equity		11,508,209
Total liabilities and members’ equity	$	40,005,236

(Unaudited) See notes to consolidated financial statements.

F-26

NOBLE ADVISORS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

YEAR ENDED DECEMBER 31, 2017

(UNAUDITED)

	Amount		Percentage of total income
Property sales	$	63,864,269
Property acquisition costs		51,037,940
Gross profit from property sales		12,826,329		79.11	%
Mortgage loan income:
Gain on:
Mortgage satisfaction		1,893,769		11.68
Sale of mortgage loans		158,270		0.98
Mortgage loan interest and fee income		820,594		5.06
Total mortgage loan income		2,872,633		17.72
Fee income:
Management fee income		419,833		2.59
Real estate commission income		428		0.00
Loan servicing fees		87,611		0.54
Other fees and commissions		6,603		0.04
Total fee income		514,475		3.17
Total income		16,213,437		100.00

(continued)

F-27

NOBLE ADVISORS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME (CONTINUED)

YEAR ENDED DECEMBER 31, 2017

(UNAUDITED)

	Amount			Percentage of total income
Operating expenses:
Payroll and benefits	$	3,775,301			23.29	%
Property expenses		3,153,926			19.45
Sales commissions		1,919,404			11.84
Research and acquisition		532,665			3.29
Legal and professional fees		411,104			2.54
Travel and business meals		120,067			0.74
Leases		92,983			0.57
Property and liability insurance		132,830			0.82
Loan write-offs		117,765			0.73
Office expenses		61,911			0.38
Depreciation expense		110,008			0.68
Marketing		29,586			0.18
Loan servicing and broker fees		37,136			0.23
Other		297,700			1.84
Total operating expenses		10,792,386			66.56
Income from operations		5,421,051			33.44
Investment income:
Noble Opportunity Fund II, LP		181,940			1.12
Junction Holdings, LP		3,143			0.02
Total investment income		185,083			1.14
Other Income (expense):
Interest expense		(1,714,732	)		(10.58	)
Other income		119,493			0.74
Other rental income		151,629			0.94
Net other expense		(1,443,610	)		(8.90	)
Net income	$	4,162,524			25.67	%

(Unaudited) See notes to consolidated financial statements.

F-28

NOBLE ADVISORS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF MEMBERS’ EQUITY

YEAR ENDED DECEMBER 31, 2017

(UNAUDITED)

Members’ equity, January 1	$	9,657,420
Net income		4,162,524
Member contributions		800,000
Distributions		(3,111,735	)
Net increase		1,850,789
Members’ equity, December 31	$	11,508,209

(Unaudited) See notes to consolidated financial statements.

F-29

NOBLE ADVISORS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEAR ENDED DECEMBER 31, 2017

(UNAUDITED)

Cash Flows from operating activities:
Net Income	$	4,162,524
Adjustments:
Depreciation expense		213,282
Net income from investments		(185,083	)
Changes in assets and liabilities:
(Increase) decrease in assets:
Accounts receivable		(625,087	)
Loan receivable, related party		325,359
Prepaid expenses		(57,759	)
Real estate inventory		(3,541,840	)
Commercial real estate		0
Mortgage notes		4,381,520
Cash escrows		188,774
Other assets		(11,499	)
Net purchase of rental properties		(2,601,077	)
Increase (decrease) in liabilities:
Accounts payable		113,640
Accrued:
Expenses and other liabilities		(132,751	)
Interest		14,950
Mortgage escrows and prepayments		(36,695	)
Net cash provided by (used in) operating activities		2,208,259
Cash flows from investing activities:
Purchase of vehicles and equipment		(84,779	)
Return of capital from:
Noble Opportunity Fund I, LP		46,652
Noble Opportunity Fund II, LP		91,275
Net cash provided by investing activities		53,148

(continued)

F-30

NOBLE ADVISORS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

YEAR ENDED DECEMBER 31, 2017

(UNAUDITED)

Cash Flows from financing activities:
Net repayments, line of credit	$	-
Borrowings from subordinated debt		8,156,730
Repayments of subordinated debt		(1,766,019	)
Borrowings from (repayments of) short-term debt		(4,521,856	)
Member contributions		800,000
Member distributions		(3,216,448	)
Net cash provided by (used in) financing activities		(547,593	)
Net increase (decrease) in cash		1,713,814
Cash:
Beginning of year		1,064,525
End of year	$	2,778,339
Supplemental disclosure of cash flow information:
Cash paid during the year for interest		1,699,782
Supplemental disclosures of noncash investing and financing activities:
In 2017, the Company declared distributions of $1,784,436 which were payable at December 31, 2017.

(Unaudited) See notes to consolidated financial statements.

F-31

NOBLE ADVISORS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2017

(UNAUDITED)

1. Nature of business and summary of significant accounting policies:

Nature of business:

Noble Advisors, LLC, a holding company, is the sole member of Central Penn Capital Management, LLC and its wholly-owned subsidiary (Horizon Residential Loan Servicing, LLC); Noble Capital Management, LLC; Susquehanna Capital Management, LLC and Chesapeake Capital Management, LLC (collectively the Company). Noble Advisors, LLC is a limited partner of Noble Opportunity Fund II, LP.

Central Penn Capital Management, LLC and Horizon Residential Loan Servicing, LLC are engaged in the acquisition of residential properties at foreclosure sales or other similar distressed property sales primarily in the Middle Atlantic Region of the United States. The acquired properties are repaired or renovated and resold at retail. These entities, as well as Noble Capital Management, LLC, are also engaged in the purchase of pools of mortgage loans secured by real estate throughout the United States. These mortgages will be serviced until disposed of in the normal course of business, satisfied by the owner or foreclosed with the property being resold at retail. In certain circumstances, the Company will use acquired residential or commercial properties to generate rental revenue while the Company evaluates resale options.

Basis of accounting:

The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. Under the accrual basis, revenue is recognized when earned and expenses are recognized when incurred.

Change in reporting entity:

As a result of the business acquisition described in Note 8, the accompanying 2017 unaudited financial statements have been retrospectively adjusted to include the financial position and operations of The Noble Group, LLC, in accordance with generally accepted accounting principles, to furnish comparative information to the Company’s 2018 audited financial statements. Previously, the Company’s 2017 consolidated financial statements did not include the financial position or operations of The Noble Group, LLC, prior to the acquisition described in Note 8.

Principles of consolidation:

The consolidated financial statements include the accounts of Noble Advisors, LLC; Central Penn Capital Management, LLC and its wholly-owned subsidiary (Horizon Residential Loan Servicing, LLC); Noble Capital Management, LLC; Susquehanna Capital Management, LLC and Chesapeake Capital Management, LLC. The subsidiaries of Central

F-32

NOBLE ADVISORS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEAR ENDED DECEMBER 31, 2017

(UNAUDITED)

1. Nature of business and summary of significant accounting policies (continued):

Principles of consolidation (continued):

Penn Capital Management, LLC include Horizon Residential Loan Servicing, LLC; Chesapeake Loan Servicing, LLC and Susquehanna Home Finance, LLC. Susquehanna Home Finance, LLC and Chesapeake Loan Servicing, LLC were spun off from Central Penn Capital Management, LLC as of January 1, 2017, were rebranded as Susquehanna Capital Management, LLC and Chesapeake Capital Management, LLC, respectively, and became subsidiaries of Noble Advisors, LLC. All significant intercompany balances and transactions have been eliminated in consolidation.

Cash and cash equivalents:

The Company considers all cash and short-term highly liquid, debt instruments to be cash equivalents.

Cash balances are insured by the Federal Deposit Insurance Corporation (FDIC) up to certain limits. At certain times throughout the year, the cash balances may exceed the FDIC maximum. The Company has not experienced any losses on cash.

Accounts receivable:

Trade accounts receivable are stated at the amount management expects to collect from balances outstanding at year end. Historically, the Company has not incurred significant bad debts and, therefore, no allowance for doubtful accounts is included in the accompanying financial statements for the year ended December 31, 2017.

Real estate inventory:

Inventory consists of short-term real estate holdings stated at the lower of carrying value or net realizable value, determined on the specific cost basis. The Company’s intent is generally to renovate and sell this inventory within a short time period.

Mortgage notes:

The Company acquires mortgage loans individually and in groups or portfolios that have experienced deterioration of credit quality between origination and the Company’s acquisition of the mortgage loans. The amount paid for a mortgage loan reflects the Company’s determination that it is probable the Company will be unable to collect all amounts due according to the mortgage loan’s original contractual terms.

The Company considers expected repayments and estimates the amount and timing of undiscounted expected principal, interest and other cash flows (expected at acquisition) for each mortgage loan and, subsequently, aggregated pool of mortgage loans. The Company

F-33

NOBLE ADVISORS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEAR ENDED DECEMBER 31, 2017

(UNAUDITED)

1. Nature of business and summary of significant accounting policies (continued):

Mortgage notes (continued):

determines the excess of the mortgage loan’s or pool’s scheduled contractual principal and contractual interest payments over all cash flows expected at acquisition as an amount that should not be accreted (nonaccretable difference). The remaining amount representing the excess of the loan’s cash flows expected to be collected over the amount paid is accreted into interest over the remaining life of the mortgage loan or pool (accretable yield).

The Company acquires most mortgage loans with the intent of negotiating a settlement of the mortgage loan with the debtor or obtaining the underlying collateral and reselling the properties. Certain of the mortgage loans acquired by the Company are accounted for using the cost recovery income recognition model because the Company cannot reasonably estimate cash flows expected to be collected. Income on a cost recovery loan is only recognized once the cost basis of the loan is recovered. Certain mortgage loans acquired by the Company are accounted for using the cash basis method whereby cash received is applied per the terms of the contract. The Company also originates loans on a case by case basis, typically lending money to construction companies for lots to be completed and sold with terms of one to three years. For mortgage loans satisfied by the owner, the Company recognizes gain on the mortgage satisfaction upon settlement with the owner. Properties foreclosed on, or received via deed in lieu of foreclosure, are transferred to real estate inventory at carrying value for resale, or to rental real estate until disposition.

Over the life of the mortgage loan or pool, the Company continues to estimate cash flows expected to be collected. The Company evaluates at the balance sheet date whether the present value of mortgage loans determined using the effective interest rates has decreased and, if so, recognizes a valuation allowance. The present value of any subsequent increase in the mortgage loan’s or pool’s actual cash flows or cash flows expected to be collected is used first to reverse any existing reserve for that mortgage loan or pool. For any remaining increases in cash flows expected to be collected, the Company adjusts the amount of accretable yield recognized on a prospective basis over the mortgage loan’s or pool’s remaining life.

Current and long-term portions of mortgage notes on the accompanying consolidated balance sheets are estimates based on management’s best assessment of future cash flows from each underlying loan. Management considers likelihood of refinancing or payoff in this analysis.

The Company established a reserve of $105,967 for the year ended December 31, 2017.

F-34

NOBLE ADVISORS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEAR ENDED DECEMBER 31, 2017

(UNAUDITED)

1. Nature of business and summary of significant accounting policies (continued):

Rental real estate:

Properties foreclosed upon or received via deed in lieu of foreclosure that are transferred to rental real estate are stated at cost. An expenditure greater than $5,000 that increases the value or life of the property is also capitalized. Repairs and maintenance expenditures not meeting the criteria for capitalization are expensed as incurred. Because of uncertainty in how long the Company will hold each rental property, management does not estimate future minimum rental payments to be received under such operating leases.

Depreciation expense is calculated using the straight-line method over the expected life of the assets, which is 27.5 years for residential properties and 39 years for commercial properties. Depreciation expense related to rental real estate was $103,274 for the year ended December 31, 2017.

Income taxes:

Noble Capital Management, LLC; Central Penn Capital Management, LLC; Horizon Residential Loan Servicing, LLC; Chesapeake Loan Servicing, LLC and Susquehanna Home Finance, LLC are disregarded entities for tax purposes and, therefore, are not subject to income taxes as separate entities, as their income is included on the income tax return of Noble Advisors, LLC, which files partnership income tax returns. No provision has been made for income taxes, if any, since such taxes are the responsibility of the individual members.

Revenue recognition:

Revenue from sales of real estate inventory is recognized upon settlement of the sale transaction.

Use of estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Change in accounting method:

In 2017, the Company adopted Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2015-11, Simplifying the Measurement of Inventory, which requires inventory to be valued at the lower of cost or net realizable value. There was no material impact on the Company’s results of operations or financial condition upon adoption of the new standard.

F-35

NOBLE ADVISORS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEAR ENDED DECEMBER 31, 2017

(UNAUDITED)

1. Nature of business and summary of significant accounting policies (continued):

Recently issued accounting standards:

Revenue:

FASB ASU 2014-09, Revenue from Contracts and Customers (Topic 606), with effective dates amended by FASB ASU 2015-14, is effective for the Company’s December 31, 2019 year end and identifies specific steps to be applied to properly recognize revenue from customer contracts. Under the standard, revenue recognition is determined using a five-step model which identifies customer contracts, identifies performance obligations in each contract, determines transaction price, allocates transaction price to performance obligations and recognizes revenue when or as the performance obligations are satisfied. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on the Company’s financial statements. The Company has not yet selected a transition method, nor has it determined the effect of the standard on its ongoing financial reporting.

Leases:

FASB ASU 2016-02, Leases, is effective for the Company’s December 31, 2020 year end and requires that all leases with terms of more than 12 months be recognized as assets and liabilities on the balance sheet. Recognition of these lease assets and lease liabilities represents a change from previous generally accepted accounting principles (GAAP), which did not require lease assets and lease liabilities to be recognized for operating leases. Qualitative disclosures along with specific quantitative disclosures will be required to provide enough information to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an entity’s leasing activities.

The Company will be required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach, which includes a number of optional practical expedients that the Company may elect to apply. At adoption, the Company will recognize a right-of-use asset and a lease liability initially measured at the present value of its operating lease payments. The Company is currently evaluating the impacts of adopting this guidance on its financial position, results of operations and cash flows.

2. Cash escrows:

Cash escrows represent funds held for potential post-settlement costs of real estate sales. Cash escrows totaled $9,142 at December 31, 2017.

3. Mortgage notes:

The Company has acquired mortgage loans with evidence of deterioration of credit quality and for which it was probable, at acquisition, that all contractually required payments

F-36

NOBLE ADVISORS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEAR ENDED DECEMBER 31, 2017

(UNAUDITED)

3. Mortgage notes (continued):

would not be collected. The Company accounts for these loans under the accretable yield method, the cost recovery method, cash basis method or as originated loans.

Below are carrying amounts recognized on the consolidated balance sheets under each method as of December 31:

	2017
Carrying amount:
Mortgage loans:
Accretable yield method	$	5,108,447
Cost recovery method		3,713,599
Cash basis method		565,440
Originated loans		1,281,923
Carrying amount of loans, December 31	$	10,669,409
Outstanding principal balance of loans, December 31	$	29,015,847

For certain loans, the Company recognizes income using the accretable yield method. Accretable yield represents the expected cash flows of the loan in excess of the initial investment of the loan. This yield is recognized as income over the life of the loan. The difference between total contractual cash flows and cash flows expected at acquisition is nonaccretable, and income is not recognized on this difference. The summary below shows the activity for accretable yield loans during 2017. The disposals noted below represent the gain recognized during the year for loans that were being accounted for under the accretable yield method but were satisfied or sold during the year.

The accretable yield balances below represent the remaining expected cash flows in excess of the cost basis of the loans as of year end to be recognized as interest income over the lives of the loans:

	2017
Balance, January 1	$	4,107,690
Additions		1,433,270
Purchase from related party		857,997
Accretion		(1,138,936	)
Transfer to nonaccretable yield classification		(423,583	)
Disposals		(1,353,034	)
Balance, December 31	$	3,483,404
Accretable yield loans acquired or reclassified from cost recovery loans:
Contractually required payments receivable at acquisition	$	4,042,627
Cash flows expected to be collected at acquisition		3,065,883
Basis in acquired loans at acquisition		1,744,548

F-37

NOBLE ADVISORS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEAR ENDED DECEMBER 31, 2017

(UNAUDITED)

3. Mortgage notes (continued):

Certain mortgage loans acquired are accounted for using the cost recovery income recognition model because the Company cannot reasonably estimate cash flows expected to be collected. Income on a cost recovery loan is only recognized once the cost basis of the loan is recovered.

Certain mortgage loans acquired are accounted for using the cash basis income recognition model whereby interest income is recognized when received; however, no additional income is recognized until the basis of the loan is recovered.

4. Investment in limited partnership:

Noble Advisors, LLC holds a 19% limited partner interest and The Noble Group, LLC holds a 1% general partner interest in Noble Opportunity Fund II, LP. This investment is accounted for on the equity method. The income recognized in 2017 was $181,940.

5. Lines of credit:

Central Penn Capital Management, LLC and Horizon Residential Loan Servicing, LLC, jointly and severally, have a revolving line of credit agreement with a bank, up to a maximum borrowing of $14,000,000 at December 31, 2017. The line is secured by all assets and the guarantees of Noble Advisors, LLC and The Noble Group, LLC (see Note 7) and the personal guarantee of the member of The Noble Group, LLC and his spouse. Loan advances are based on a borrowing base formula. Interest, payable monthly, accrues on the outstanding balance at the Wall Street Journal prime rate. There was no outstanding balance on the line at December 31, 2017. The line of credit agreement requires Central Penn Capital Management, LLC to maintain certain financial covenants measured annually.

Noble Capital Management, LLC has a revolving line of credit agreement with a bank, up to a maximum borrowing of $5,000,000. The line is secured by all assets of the Company and the guarantee of Noble Advisors, LLC and the personal guarantee of its majority member and his spouse. Loan advances are based on a borrowing base formula. Interest, payable monthly, accrues on the outstanding balance at the rate greater of the prime rate plus 0.50% or 4.00% per annum. There was no outstanding line of credit balance at December 31, 2017. The line of credit agreement requires Noble Capital Management, LLC to maintain certain financial covenants measured annually.

6. Subordinated debt:

The Company has entered into subordinated loan agreements with various individuals and entities to an aggregate amount of $25,008,412 as of December 31, 2017. This debt is subordinated to the lines of credit disclosed in Note 5.

F-38

NOBLE ADVISORS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEAR ENDED DECEMBER 31, 2017

(UNAUDITED)

6. Subordinated debt (continued):

The note obligations mature on various dates through December 31, 2022 and require quarterly interest payments at annual rates ranging from 3.25% to 10.50%. The Company has the right to change the stated interest rate, and the payee may demand payment in full on certain dates as specified in the loan agreement, determined by the chosen interest rate.

Related party debt included with subordinated debt totaled $4,684,129 at December 31, 2017.

Annual maturities of long-term subordinated debt for subsequent years are as follows:

Year ending December 31,	Related party		Other		Total
2018	$	3,168,131	$	11,653,363	$	14,821,494
2019		160,247		1,121,035		1,281,282
2020		185,178		2,582,892		2,768,070
2021		147,238		2,402,618		2,549,856
2022		1,023,335		2,564,375		3,587,710
	$	4,684,129	$	20,324,283	$	25,008,412

7. Related party relationships and transactions:

Affiliates:

In 2017, the 90% member of Noble Advisors, LLC was the sole member of The Noble Group, LLC. This member and his spouse are limited partners of Junction Holdings, LP. In 2017, The Noble Group, LLC served as the general partner of Junction Holdings, LP.

Account balances and transactions:

The following is a summary of related party account balances and transactions at December 31:

	2017
Accounts receivable due from Noble Opportunity Fund II, LP	$	103,706
Accounts payable due to The Noble Group, LLC		1,417,571
Selling commission expense to The Noble Group, LLC		1,853,247
Repairs and maintenance expense to The Noble Group, LLC		292,013
Management, service and incentive fee expense to The Noble Group, LLC		2,904,666
Capital contributions to Noble Opportunity Fund II, LP		12,425
Interest expense to Noble Opportunity Fund II, LP		86,865

Loans payable, related party:

Central Penn Capital Management, LLC had a short-term loan due to Noble Opportunity Fund I, LP that was payable on demand. The agreement originated on April 13,

F-39

NOBLE ADVISORS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEAR ENDED DECEMBER 31, 2017

(UNAUDITED)

7. Related party relationships and transactions (continued):

Loans payable, related party (continued):

2016 in the amount of $500,000 and fluctuated based upon payments made. Interest accrued at a rate of 6.50% through June 1, 2016 when the rate was changed to 5.00%. Noble Opportunity Fund I, LP ceased operations in 2017 at which point the loan was repaid in full.

Central Penn Capital Management, LLC had a short-term loan due to Noble Opportunity Fund II, LP that was payable on demand. The agreement originated on February 11, 2016 in the amount of $1,300,000 and fluctuated based upon payments made. Interest accrued on the unpaid balance at a rate of 4.50%. There was no outstanding balance at December 31, 2017.

Management agreements:

Central Penn Capital Management, LLC and Noble Capital Management, LLC each have a management services agreement with The Noble Group, LLC to receive management and operations services for a monthly fee. The entities pay The Noble Group, LLC commissions on loan workout proceeds and real estate sales as well as fees for loan servicing, property management and administrative services provided. The agreements automatically renew each year, with either party able to terminate the agreement with 90 days prior notice to the end of the then term. The Noble Group, LLC is also eligible for incentive compensation if certain requirements are met.

Noble Advisors, LLC has a management services agreement with The Noble Group, LLC whereby The Noble Group, LLC provides management and operations services to Noble Advisors, LLC.

Management, service and incentive fees to The Noble Group, LLC for the year ended December 31, 2017 totaled $2,904,666.

8. Subsequent events:

The Company has evaluated subsequent events through June 7, 2019, the date which the financial statements were available to be issued.

F-40

NOBLE ADVISORS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEAR ENDED DECEMBER 31, 2017

(UNAUDITED)

8. Subsequent events (continued):

Effective January 1, 2018, Noble Advisors, LLC acquired a 100% membership interest in The Noble Group, LLC from the majority member of Noble Advisors, LLC. The purchase price was $740,000, consisting of $140,000 paid in cash, and $600,000 of Class A membership interests in Noble Advisors, LLC. As a transaction between entities under common control, assets and liabilities acquired were recorded at net book value, as follows as of January 1, 2018:

Receivables and other current assets	$	1,556,247
Vehicles		153,682
Investment in Noble Opportunity Fund II, LP		148,492
Accounts payable		(42,523	)
Accrued expenses and other liabilities		(834,207	)
Member distribution payable		(241,691	)
	$	740,000

F-41

NOBLE ADVISORS, LLC AND SUBSIDIARIES

CONSOLIDATING BALANCE SHEETS

DECEMBER 31, 2017

(UNAUDITED)

	Central Penn Capital Management, LLC & Subsidiaries			Noble Capital Management, LLC		Susquehanna Capital Management, LLC		Chesapeake Capital Management, LLC		The Noble Group, LLC			Noble Advisors, LLC		Consolidating Totals			Eliminating Entries			Consolidated Totals
ASSETS
Current assets:
Cash		$  1,154,071			$  1,591,449		$         1,934		$   825	$	29,075		$	985		$  2,778,339		$	-		$	2,778,339
Accounts receivable		861,975			2,979		0		0		2,832			0		867,786			0			867,786
Accounts receivable, related party		8,889			149,335		0		0		1,493,319			2,129,501		3,781,044			(3,623,478	)		157,566
Prepaid expenses		138,251			2,083		6,125		1,750		23,407			0		171,616			0			171,616
Residential real estate inventory		19,158,363			0		0		0		0			0		19,158,363			(47,841	)		19,110,522
Mortgage notes		4,038,734			1,985,006		748,940		0		0			0		6,772,680			0			6,772,680
Cash escrows		9,142			0		0		0		0			0		9,142			0			9,142
Other assets		23,656			0		0		0		7,618			0		31,274			0			31,274
Total current assets		25,393,081			3,730,852		756,999		2,575		1,556,251			2,130,486		33,570,244			(3,671,319	)		29,898,925
Rental real estate:
Residential rental properties		1,078,265			0		0		0		0			0		1,078,265			0			1,078,265
Accumulated depreciation, residential		(51,199	)		0		0		0		0			0		(51,199	)		0			(51,199	)
Commercial rental properties		4,440,988			0		0		0		0			0		4,440,988			0			4,440,988
Accumulated depreciation, commercial		(66,731	)		0		0		0		0			0		(66,731	)		0			(66,731	)
Net rental real estate		5,401,323			0		0		0		0			0		5,401,323			0			5,401,323
Vehicles and equipment		0			0		0		0		774,689			0		774,689			0			774,689
Accumulated Depreciation		0			0		0		0		(434,562	)		0		(434,562	)		0			(434,562	)
Net vehicles and equipment		0			0		0		0		340,127			0		340,127			0			340,127
Other assets:
Investment in:
Noble Opportunity Fund II, LP		0			0		0		0		148,491			241,976		390,467			0			390,467
Central Penn Capital Management, LLC		0			0		0		0		0			7,000,000		7,000,000			(7,000,000	)		0
Noble Capital Management, LLC		0			0		0		0		0			1,572,277		1,572,277			(1,572,277	)		0
Susquehanna Capital Management, LLC		0			0		0		0		0			1,211,270		1,211,270			(1,211,270	)		0
Chesapeake Capital Management, LLC		0			0		0		0		0			2,575		2,575			(2,575	)		0
Junction Holdings, LP		0			0		0		0		77,664			0		77,664			0			77,664
Long-Term mortgage notes		2,096,991			1,343,964		455,775		0		0			0		3,896,730			0			3,896,730
Total other assets		2,096,991			1,343,964		455,775		0		226,155			10,028,098		14,150,983			(9,786,122	)		4,364,861
Total assets		$32,891,395			$  5,074,816		$  1,212,774		$2,575	$	2,122,533		$	12,158,584		$53,462,677		$	(13,457,441	)	$	40,005,236

(CONTINUED)

F-42

NOBLE ADVISORS, LLC AND SUBSIDIARIES

CONSOLIDATING BALANCE SHEETS

DECEMBER 31, 2017

(UNAUDITED)

	Central Penn Capital Management, LLC & Subsidiaries		Noble Capital Management, LLC		Susquehanna Capital Management, LLC		Chesapeake Capital Management, LLC		The Noble Group, LLC		Noble Advisors, LLC		Consolidating Totals		Eliminating Entries			Consolidated Totals
LIABILITIES AND MEMBERS’ EQUITY
Current liabilities:
Accounts payable	$	341,994	$	1,072	$	777	$	-	$	42,523	$	2,924	$	389,290	$	-		$	389,290
Accounts payable, related party		1,361,656		194,749		0		0		0		41,278		1,597,683		(1,597,683	)		0
Accrued:
Expenses and other liabilities		256,445		17,500		0		0		834,206		19,700		1,127,851		0			1,127,851
Interest		153,135		5,199		0		0		0		0		158,334		0			158,334
Member distributions		1,568,084		457,711		0		0		241,691		1,542,745		3,810,231		(2,025,795	)		1,784,436
Mortgage escrows and prepayments		4,249		23,728		727		0		0		0		28,704		0			28,704
Current maturities of subordinated debt		13,110,804		1,710,690		0		0		0		0		14,821,494		0			14,821,494
Total current liabilities		16,796,367		2,410,649		1,504		0		1,118,420		1,606,647		21,933,587		(3,623,478	)		18,310,109
Long-term liabilities, subordinated debt		9,095,028		1,091,890		0		0		0		0		10,186,918		0			10,186,918
Total liabilities		25,891,395		3,502,539		1,504		0		1,118,420		1,606,647		32,120,505		(3,623,478	)		28,497,027
Members’ equity		7,000,000		1,572,277		1,211,270		2,575		1,004,113		10,551,937		21,342,172		(9,833,963	)		11,508,209
Total liabilities and members’ equity	$	32,891,395	$	5,074,816	$	1,212,774	$	2,575	$	2,122,533	$	12,158,584	$	53,462,677	$	(13,457,441	)	$	40,005,236

(Unaudited) See notes to consolidated financial statements.

F-43

NOBLE ADVISORS, LLC AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF INCOME

YEAR ENDED DECEMBER 31, 2017

(UNAUDITED)

	Central Penn Capital Management, LLC & Subsidiaries		Noble Capital Management, LLC		Susquehanna Capital Management, LLC			Chesapeake Capital Management, LLC			The Noble Group, LLC		Noble Advisors, LLC			Consolidating Totals		Eliminating Entries			Consolidated Totals
Property sales	$	63,864,269	$	-	$	-		$	-		$	-	$	-		$	63,864,269	$	-		$	63,864,269
Property acquisition costs		51,262,172		0		0			0			0		0			51,262,172		(224,232	)		51,037,940
Gross profit from property sales		12,602,097		0		0			0			0		0			12,602,097		224,232			12,826,329
Mortgage loan income:
Gain on:
Mortgage satisfaction		995,815		897,954		0			0			0		0			1,893,769		0			1,893,769
Sale of mortgage loans		123,120		35,150		0			0			0		0			158,270		0			158,270
Mortgage loan interest and fee income		758,887		58,434		3,273			0			0		0			820,594		0			820,594
Total mortgage loan income		1,877,822		991,538		3,273			0			0		0			2,872,633		0			2,872,633
Fee income:
Management fee income		0		0		0			0			3,005,827		0			3,005,827		(2,585,994	)		419,833
Real estate commission income		0		0		0			0			1,641,565		0			1,641,565		(1,641,137	)		428
Loan servicing fees		0		0		0			0			421,923		0			421,923		(334,312	)		87,611
Other fees and commissions		0		0		0			0			298,615		0			298,615		(292,012	)		6,603
Total fee income		0		0		0			0			5,367,930		0			5,367,930		(4,853,455	)		514,475
Total income		14,479,919		991,538		3,273			0			5,367,930		0			20,842,660		(4,629,223	)		16,213,437
Operating expenses:
Payroll and benefits		0		0		0			0			3,775,301		0			3,775,301		0			3,775,301
Property expenses		3,158,736		0		0			0			0		0			3,158,736		(4,810	)		3,153,926
Sales commissions		3,560,541		0		0			0			0		0			3,560,541		(1,641,137	)		1,919,404
Management fees		2,099,767		373,233		15,000			0			0		85,488			2,573,488		(2,573,488	)		0
Research and acquisition		0		0		0			0			532,665		0			532,665		0			532,665
Legal and professional fees		202,766		21,105		0			0			121,954		65,279			411,104		0			411,104
Travel and business meals		0		0		0			0			120,067		0			120,067		0			120,067
Leases		0		0		0			0			92,983		0			92,983		0			92,983
Property and liability insurance		110,454		0		0			0			22,376		0			132,830		0			132,830
Loan write-offs		109,179		8,586		0			0			0		0			117,765		0			117,765
Office expenses		0		0		0			0			61,911		0			61,911		0			61,911
Depreciation expense		0		0		0			0			110,008		0			110,008		0			110,008
Marketing		0		0		0			0			29,586		0			29,586		0			29,586
Loan servicing and broker fees		238,401		132,407		640			0			0		0			371,448		(334,312	)		37,136
Other		51,081		7,184		6,441			1,925			230,432		637			297,700		0			297,700
Total operating expenses		9,530,925		542,515		22,081			1,925			5,097,283		151,404			15,346,133		(4,553,747	)		10,792,386
Income (loss) from operations		4,948,994		449,023		(18,808	)		(1,925	)		270,647		(151,404	)		5,496,527		(75,476	)		5,421,051

(continued)

F-44

NOBLE ADVISORS, LLC AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF INCOME (CONTINUED)

YEAR ENDED DECEMBER 31, 2017

(UNAUDITED)

	Central Penn Capital Management, LLC & Subsidiaries			Noble Capital Management, LLC			Susquehanna Capital Management, LLC		Chesapeake Capital Management, LLC			The Noble Group, LLC		Noble Advisors, LLC			Consolidating Totals			Eliminating Entries			Consolidated Totals
Investment income:
Central Penn Capital Management, LLC		0			0			0		0			0		3,013,726			3,013,726			(3,013,726	)		0
Noble Capital Management, LLC		0			0			0		0			0		762,851			762,851			(762,851	)		0
Susquehanna Capital Management, LLC		0			0			0		0			0		57,101			57,101			(57,101	)		0
Chesapeake Capital Management, LLC		0			0			0		0			0		(1,925	)		(1,925	)		1,925			0
Noble Opportunity Fund II, LP		0			0			0		0			9,097		172,843			181,940			0			181,940
Junction Holdings, LP		0			0			0		0			3,143		0			3,143			0			3,143
Total investment income		0			0			0		0			12,240		4,004,596			4,016,836			(3,831,753	)		185,083
Other Income (expense):
Interest expense		(1,661,208	)		(147,811	)		0		0			0		0			(1,809,019	)		94,287			(1,714,732	)
Interest income		0			57,265			26,409		0			0		10,613			94,287			(94,287	)		0
Other income		6,320			0			49,500		0			63,673		0			119,493			0			119,493
Other rental income		(280,380	)		404,374			0		0			0		0			123,994			27,635			151,629
Net other income (expense)		(1,935,268	)		313,828			75,909		0			63,673		10,613			(1,471,245	)		27,635			(1,443,610	)
Net income (loss)	$	3,013,726		$	762,851		$	57,101	$	(1,925	)	$	346,560	$	3,863,805		$	8,042,118		$	(3,879,594	)	$	4,162,524

(Unaudited) See notes to consolidated financial statements.

F-45

NOBLE ADVISORS, LLC AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF MEMBERS’ EQUITY

YEAR ENDED DECEMBER 31, 2017

(UNAUDITED)

	Central Penn Capital Management, LLC & Subsidiaries			Noble Capital Management, LLC			Susquehanna Capital Management, LLC		Chesapeake Capital Management, LLC			The Noble Group, LLC			Noble Advisors, LLC			Consolidating Totals			Eliminating Entries			Consolidated Totals
Members’ equity, January 1	$	6,371,667		$	1,267,138		$	-	$	-		$	906,876		$	8,750,544		$	17,296,225		$	(7,638,805	)	$	9,657,420
Net income		3,013,723			762,850			57,101		(1,925	)		346,560			3,863,802			8,042,111			(3,879,587	)		4,162,524
Member contributions		0			0			1,154,169		4,500			0			800,000			1,958,669			(1,158,669	)		800,000
Distributions		(2,385,390	)		(457,711	)		0		0			(249,323	)		(2,862,409	)		(5,954,833	)		2,843,098			(3,111,735	)
Net increase		628,333			305,139			1,211,270		2,575			97,237			1,801,393			4,045,947			(2,195,158	)		1,850,789
Members’ equity, December 31	$	7,000,000		$	1,572,277		$	1,211,270	$	2,575		$	1,004,113		$	10,551,937		$	21,342,172		$	(9,833,963	)	$	11,508,209

(Unaudited) See notes to consolidated financial statements.

F-46

Annex A

INTEREST RATE CHART

FOR NOBLE ADVISORS, LLC

The below interest rates below are in effect for the calendar quarter ending:

JUNE 30, 2019 ¹

Investors intending on securing the interest rates below must execute all Subscription Documents and tender to Noble Advisors, LLC the payment in full for the purchase price of a Note being subscribed for on or before the end of business on the date listed above.

The interest rates on the Notes being sold are fixed until the maturity date of the Note purchased.

Note Duration	Interest Rate	Interest Payment Method
Demand 2	3.50%	Quarterly Interest or Accrual
Six Months	4.00%	Quarterly Interest or Accrual
One Year 3	4.75%	Quarterly Interest or Accrual
Three Years	6.50%	Quarterly Interest or Accrual
Five Years	7.75%	Quarterly Interest or Accrual
Seven Years	N/A	Quarterly Interest or Accrual

¹ The above rates are applicable only for the quarter ending June 30, 2019. Investors are advised that rates may change quarterly and the above interest rates may not apply to future dates beyond the current quarter.

²  Demand notes are payable upon demand by the Note holder, requiring 30 days written notice by Note holder to execute demand of the entire principal balance of the Note.

³  One Year notes automatically become payable upon maturity and by demand by the Note holder, requiring 30 days written notice to execute demand of the entire principal balance of the Note.

A-1

Annex B

B-1

Annex C

SERVICES AGREEMENT

THIS SERVICES AGREEMENT (“Agreement”) is effective as of the 1^st day of January, 2019, by and between The Noble Group, LLC (“Noble”), and Noble Advisors, LLC (“Advisors”).

WHEREAS, Advisors is a Pennsylvania limited liability company and structured as a holding company intending to invest in various wholly-owned subsidiaries and affiliated limited partnerships engaged in activities related to real estate and real estate securities (the “Investments”);

WHEREAS, the principals of Noble are professionals experienced in real estate investment and real estate acquisition and sales and have knowledge, experience and resources that will be of value to Advisors in making the Investments; and

WHEREAS, Advisors and Noble each desire that Noble provide management and other services with respect to the Investments for the benefit of Advisors upon the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements herein contained, the parties hereto, intending to be legally bound hereby, agree as follows:

1.        Engagement of Noble.  Advisors hereby retains Noble to perform certain services for the Investments, and Noble agrees to be so retained pursuant to the terms and conditions set forth in this Agreement. In discharging its duties under this Agreement, Noble shall act in good faith and will exercise the care of an ordinarily prudent person in a like position under similar circumstances.

2.        Services to be Provided.  Noble shall provide the research required to identify investment opportunities, facilitate said investments for Advisors, and provide management, accounting and finance, and general administrative services to Advisors.

3.        Subcontracting of Services.  The parties acknowledge that Noble may subcontract certain of the services to be provided by Noble to others; provided, however, that no subcontracting of any services by Noble shall relieve Noble of its obligations and duties hereunder.

4.        Obligations of Advisors.  Advisors shall provide the financial resources necessary to fund the capital, management and labor (other than the management and labor to be provided by Noble pursuant to this Agreement) requirements of the Investments.

5.        Compensation.

a.    Base Compensation.  As compensation for the services, Advisors shall pay Noble a minimum monthly fee (“Base Compensation) of Six Thousand Six Hundred Sixty-Seven Dollars ($6,667.00), payable on the first day of each month. The Base Compensation paid from Advisors to Noble shall be as negotiated between the parties from time to time.

b.    Incentive Compensation.  Whenever Advisors has invested in an affiliated limited partnership (“LP”), in any fiscal year that Advisors share of LP Net Income exceeds Twenty Percent (20%) of Advisors beginning of the year investment balance in LP (the “Hurdle Rate”), Advisors will pay Noble additional compensation (“Incentive Compensation”) of up to Thirty Percent (30%) of the Net Income exceeding the Hurdle Rate. The Incentive Compensation shall be paid from Advisors to Noble on or before January 15^th of the following year.

C-1

6.        Confidential Information.  Neither party shall, directly or indirectly, disclose to any person (except to each other) any information belonging or relating to the other party, any member of Advisors or the Investments that is not known generally to the public or to the industry in which the parties are engaged, including without limitation, business or trade secrets, financial or proprietary information, ownership information, patronage distributions, techniques, procedures or standards, records, reports or information which a party advises should be treated as confidential. Each of the parties shall cause its employees to comply with this Section to the same extent as required of such party.

7.        Term.  This Agreement shall commence on the date hereof and shall continue in effect for a period of one year. This Agreement shall continue to renew for additional one year terms unless either party gives notice of termination to the other at least ninety (90) days prior to the end of the then current term.

8.        Relationship of Parties.  Advisors and Noble shall be at all times treated as separate legal entities, and no employee of Advisors shall be considered an employee of Noble nor shall any employee of Noble be considered an employee of Advisors. This Agreement is not intended to create any legal right, obligation, or benefit in any individual or entity other than Noble and Advisors.

9.        Notices.  Any notice, request, consent communication (collectively a “Notice”) under this Agreement shall be effective only if it is in writing and (a) personally delivered, (b) sent by certified or registered mail, return receipt requested, postage prepaid, (c) sent by a nationally recognized overnight delivery service, with delivery confirmed, or (d) telecopied, with receipt confirmed, addressed to a principal officer or Noble of the recipient party at the address set forth below. A Notice shall be deemed to have been given as of (i) the date when personally delivered, (ii) three days after deposit with United States mail properly addressed, (iii) the next business day when delivered during business hours to said overnight delivery service, properly addressed and prior to such delivery service’s cut off time for next day delivery, or (iv) when receipt of the telecopy is confirmed, as the case may be.

Any Notice shall be addressed as follows:

If to Noble:	The Noble Group, LLC
	1817 Olde Homestead Lane, Suite 101
	Lancaster, PA 17601
If to Advisors:	Noble Advisors, LLC
	1817 Olde Homestead Lane, Suite 101
	Lancaster, PA 17601

or to any other address as either party may provide to the other in writing.

10.      Assignment.  This Agreement shall not be assigned by either party without the prior written consent of the other party and any attempted assignment without such written consent shall be null and void and without legal effect. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns.

C-2

11.      Construction.  This Agreement shall be governed and interpreted in accordance with the substantive laws of the Commonwealth of Pennsylvania. If any part, term or provision of this Agreement is held by a court of competent jurisdiction to be illegal or unenforceable, the validity of the remaining parts, terms and provisions of this Agreement shall not be affected, and the rights and obligations of the parties hereto shall be construed and enforced as if this Agreement did not contain the particular part, term or provision held to be illegal or unenforceable.

12.      Entire Agreement.  This Agreement embodies the entire agreement between the parties hereto with respect to the transactions contemplated herein, and there have been and are no agreements, representations or warranties between the parties other than those set forth or provided for herein. This Agreement can be modified only in writing signed by both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement effective the day and year first above written.

NOBLE ADVISORS, LLC:		THE NOBLE GROUP, LLC:
By:		By:
	Name: Gregory K. Millen		Name: Lane G. Randolph
	Title:   Member		Title:   Manager
		By:
			Name: Ken L. Herr
			Title:   Manager

C-3

Annex D

SUBSCRIPTION AGREEMENT

This Subscription Agreement is made by and between Noble Advisors, LLC, a Pennsylvania limited liability company (the “Company”), and the undersigned person (“Investor”) who is subscribing hereby for an unsecured, subordinated promissory note of the Company pursuant to the Offering Circular of the Company, including all Annexes thereto, dated June 7, 2018 (the “Memorandum”).

Intending to be legally bound, the Company and Investor hereby agree as follows:

1.  Subscription.  Investor hereby subscribes to purchase from the Company an unsecured, subordinated promissory note of the Company in form attached to the Memorandum as ANNEX F (the “Note”), in consideration of the amount set forth on SCHEDULE “A” as the purchase price (the “Purchase Price”) and hereby pays to the Company the Purchase Price, being the total price (principal amount) of the Note purchased, receipt of which sum is hereby acknowledged by the Company. Subject to the acceptance of this Subscription Agreement by the Company, this Subscription Agreement shall be irrevocable. Funds received by the Company upon execution of this Subscription Agreement by Investor will be immediately available to the Company, and no minimum aggregate subscription amount will be required to consummate the Offering (as such term is defined in the Memorandum).

2.  Investor Representations.  Investor hereby represents and warrants as follows:

(a)    The Note to be acquired hereunder is being acquired for Investor’s own account and not as a nominee or agent for the benefit of any other person, and Investor has no present intention of distributing, reselling or hypothecating the Note.

(b)    Investor understands that the Note has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under the laws of any state or other jurisdiction, other than Pennsylvania and Delaware and that the Company does not contemplate and is under no obligation to so register the Note. Investor understands and agrees that the Note cannot be resold unless it is registered under the Securities Act and applicable state securities laws or an exemption from registration is available. Investor agrees that, as a condition to any disposition of the Note, the Company may require that the proposed transferee furnish the Company with written representations substantially the same as those made by Investor in this Subscription Agreement, and that any transferee shall be required to execute the Subordination and Junior Lender Agreement attached to the Memorandum as ANNEX E.

(c)    Investor has been furnished the Memorandum relating to the Company and the Note. Specifically, Investor acknowledges that:

(i)    No federal or state agency has approved or disapproved the Note, passed upon or endorsed the merits of the Note or made any finding or determination as to the fairness of this investment, and no tax ruling has been sought regarding the tax benefits described in the Memorandum; and

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(ii)    Investor has been provided with the opportunity to review the risks of, and other considerations relating to, a purchase of the Note, including, but not limited to, the risks set forth under “Risk Factors” in the Memorandum;

(d)    In connection with Investor’s investment in the Note:

(i)    Company recommends that Investor seek the advice of Investor’s own investment advisors, legal or other counsel and accountants (“Investment Advisors”) and discuss with such Investment Advisors the suitability of an investment in the Notes;

(ii)    Investor and its Investment Advisors have been furnished any and all materials relating to the Note and the Company, the offering of the Note or anything set forth in the Memorandum which Investor and its Investment Advisors have requested and have been afforded the opportunity to ask questions of representatives of the Company concerning the terms and conditions of the Offering and an investment in the Note and to obtain any additional information necessary to verify the accuracy of any representations or information set forth in the Memorandum;

(iii)    The Company has answered all inquiries that Investor or its Investment Advisors have put to it concerning the Company and the terms and conditions of the offering and sale of the Note; and

(iv)    Investor has not been furnished any offering literature other than the Memorandum, and Investor has relied only on such Memorandum, and such other written information furnished or made available to Investor by the Company or the Company, as described in Sections 2(d)(ii) and (iii) above, and Investor has not relied on any other information, written or oral, whether used in evaluating the suitability of an investment in the Note and the Company or otherwise.

(e)    Investor has no need for liquidity in this investment.

(f)    The address listed on SCHEDULE A attached hereto and incorporated herein by reference is Investor’s domicile, and the only jurisdiction in which an offer to sell the Note was made to Investor. Investor has no present intention of becoming a resident of any other state or jurisdiction, and will promptly notify the Company in writing in the event of a change in its principal residence; if a corporation, trust, partnership, joint venture or other organization, the Investor has its domicile, principal place of business or principal office at the address shown on SCHEDULE A attached hereto and has no present intention of relocating such domicile, principal place of business or principal office to any other state or jurisdiction.

(g)    Investor understands that the Note is being offered and sold in reliance on specific exemptions from the registration requirements of federal and state securities laws except in the States of Pennsylvania and Delaware, where the Company is registering the Notes, and that the Company and controlling persons thereof are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings set forth herein, in order to determine the applicability of exemptions and the suitability of Investor to acquire the Note, and represents and warrants that the information set forth herein is true and correct.

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(h)    The execution, delivery and performance by Investor of this Subscription Agreement are within the powers of Investor, have been duly authorized and will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which Investor is a party or by which Investor is bound, and, if Investor is not an individual, will not violate any provisions of the organizational documents of Investor. The signature on this Subscription Agreement is genuine, and the signatory, if Investor is an individual, has legal competence and the capacity to execute the same, or, if Investor is not an individual, the signatory has been duly authorized to execute the same, and this Subscription Agreement constitutes a legal, valid and binding obligation of Investor, enforceable in accordance with its terms.

(i)    FOR PENNSYLVANIA RESIDENTS. IF YOU HAVE ACCEPTED AN OFFER TO PURCHASE THESE SECURITIES AND HAVE RECEIVED A WRITTEN NOTICE EXPLAINING YOUR RIGHT TO WITHDRAW YOUR ACCEPTANCE PURSUANT TO SECTION 207(M)(2) OF THE PENNSYLVANIA SECURITIES ACT OF 1972, YOU MAY ELECT, WITHIN TWO BUSINESS DAYS FROM THE DATE OF RECEIPT BY THE ISSUER OF YOUR BINDING CONTRACT OF PURCHASE OR, IN THE CASE OF A TRANSACTION IN WHICH THERE IS NO BINDING CONTRACT OF PURCHASE, WITHIN TWO BUSINESS DAYS AFTER YOU MAKE THE INITIAL PAYMENT FOR THE SECURITIES BEING OFFERED, TO WITHDRAW YOUR ACCEPTANCE AND RECEIVE A FULL REFUND OF ALL MONEYS PAID BY YOU. YOUR WITHDRAWAL OF ACCEPTANCE WILL BE WITHOUT ANY FURTHER LIABILITY TO ANY PERSON. TO ACCOMPLISH THIS WITHDRAWAL, YOU NEED ONLY SEND A WRITTEN NOTICE (INCLUDING A NOTICE BY FACSIMILE OR ELECTRONIC MAIL) TO THE ISSUER (OR PLACEMENT AGENT IF ONE IS LISTED ON THE FRONT PAGE OF THE OFFERING MEMORANDUM) INDICATING YOUR INTENTION TO WITHDRAW.

3.    Acceptance.  Investor hereby confirms Investor’s understanding that the Company has full right to accept or reject this application in its sole and absolute discretion. Upon acceptance of this subscription by the Company, Investor will receive a confirmation of such acceptance executed by the Company.

4.    Agreement with Respect to Resale.  Investor agrees that the Note will not be resold without registration under the Securities Act and applicable state securities laws or availability of exemption therefrom as described in the Memorandum.

5.    Confidentiality.  Investor acknowledges that Investor has had, and in the future may have, access to non-public financial, business and other information concerning the Company and its business, including, without limitation, financial information, trade secrets, customer lists, information regarding suppliers and vendors, products, key personnel, operational methods or ideas, technical processes and know how, whether patentable or otherwise, plans for future developments, and other information not readily available to the public. Such information, in whatever form and whether transmitted orally, visually, electronically, or by any other means, is referred to herein as the “Confidential Information”. The term “Confidential Information” shall not include information that is or becomes known to the public generally other than by reason of disclosure in violation of this Section by Investor. Investor agrees to hold all Confidential Information in the strictest

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confidence, not disclose all or any portion of the same to any third party or use the same other than for the Company’s purposes, as authorized in writing by the Company and not to use the Confidential Information other than in connection with Investor’s investment in the Note. Notwithstanding the foregoing, Investor may disclose Confidential Information (a) if required by law or by legal process, provided that, prior to disclosing any such Confidential Information he shall have given prior written notice thereof to the Company and provided it with the opportunity to contest such disclosure and (b) to Investor’s Investment Advisors, attorneys, accountants and financial advisors provided that Investor informs such persons of the confidential nature of the Confidential Information and agrees to be responsible for any failure of such persons to maintain the confidentiality of the Confidential Information. Because of the difficulty in measuring the economic loss that may be incurred as a result of a breach of this covenant of confidentiality, and because of the immediate and irreparable damage that would be caused, for which the Company would have no other adequate remedy, Investor agrees that the Company may enforce the provisions of this Section by injunctions and restraining orders against Investor if Investor breaches or threatens to breach the provisions contained herein.

Nothing herein shall be construed as prohibiting the Company from pursuing any other remedy available at law or in equity for any such breach or threatened breach, including the recovery of monetary damages. Investor shall continue to be bound by the provisions of this Section notwithstanding the termination of Investor’s status as an investor in the Company.

6.    Rights Among Investors.

(a)    Pari Passu.  Investor agrees that, among Investor and all other purchasers of unsecured, subordinated notes from the Company purchased under the same offering under the Memorandum as the Note (the “Offering”) as well as subsequent, future offerings of unsecured, subordinated notes from the Company (the “Subsequent Offerings”) (collectively, with Investor, the “Investors”), that with respect to any of the assets of the Company (collectively, the “Assets”), Investor shall have rights therein on a pari passu, pro-rata basis with all Investors (based on Investor’s Percentage Interest (defined below)) and agrees that the proceeds resulting from any disposition of all or any part of the Assets to Investor’s enforcement, collection, foreclosure, entering judgment or the otherwise taking of any steps whatsoever to legally require the Company to make any payment of principal, interest, costs, or expenses on account of the Note (an “Action”) shall be shared by and distributed to Investor in accordance with Investor’s Percentage Interests. “Percentage Interest” shall mean at any time a ratio, the numerator of which is the then outstanding principal balance owed by the Company to Investor under the Note, and the denominator of which is the then outstanding principal balance of all loans owed by the Company to all Investors under the Offering or Subsequent Offerings (collectively, the “Offering Loans”). The reasonable costs and expenses incurred by Investor in connection with the prosecution of any Action (“Action Costs”) shall be deducted from proceeds otherwise available for distribution.

(b)    Distribution.  Within five (5) business days of the date on which Investor (i) exercises any right or remedy, whether under the Note, at law, in equity or otherwise, against the Company or the Assets in connection with an Action or (ii) receives any collection whether voluntary or involuntary out of the Assets or otherwise (such date hereinafter the “Action Date”), but only after a default under the

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Note in the case of a voluntary payment by the Company, Investor shall notify the other Investors in writing of the Action and/or the amount collected. Unless otherwise agreed, the recipients of such notice shall within five (5) business days of receipt of the foregoing notice shall provide Investor and the other Investors information about the outstanding principal balances owed to each of them by the Company on the Action Date. All recoveries realized from any Actions, and/or the proceeds of any Assets shall be shared by Investors, and applied to the Offering Loans, in accordance with each Investor’s respective Percentage Interests as of the time of such Action, after payment of all Action Costs to Investor.

7.    Miscellaneous.

(a)    Capitalized terms used in this Subscription Agreement, if not otherwise defined herein, shall have the respective meanings attributed to such terms in the Memorandum. All pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons may require.

(b)    Notices required or permitted to be given hereunder shall be in writing and shall be deemed to be sufficiently given when personally delivered or when sent by facsimile, e-mail, registered or certified mail, return receipt requested, addressed to the other party at the address of such party set forth in this Subscription Agreement, as amended from time to time, or to such other address furnished by notice given in accordance with this Paragraph.

(c)    Failure of the Company to exercise any right or remedy under this Subscription Agreement or any other agreement between the Company and Investor, or otherwise, or delay by the Company in exercising same, will not operate as a waiver thereof. No waiver by the Company will be effective unless and until it is in writing and signed by the Company.

(d)    This Subscription Agreement shall be enforced, governed and construed in all respects in accordance with the laws of the Commonwealth of Pennsylvania. This Subscription Agreement and the rights, powers and duties set forth herein shall be binding upon Investor, his heirs, estate, legal representatives, successors and assigns and shall inure to the benefit of Issuer, its successors and assigns. In the event that any provision of this Subscription Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

(e)    Investor certifies under the penalties of perjury that the social security number or employer identification number provided below and the information provided below with respect to Section 3406(a)(1)(C) of the Internal Revenue Code of 1986, as amended, is true, correct and complete.

(f)    This Agreement contains and constitutes the entire agreement of the parties hereto with respect to the transactions covered hereby and supersedes all prior agreements and understandings among the parties hereto whether written or oral.

(g)    This Agreement may not be amended or modified other than by a writing executed by Investor and the Company.

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IN WITNESS WHEREOF, the Investor has executed this Subscription Agreement as of                              , 20    .

INVESTOR: INVESTOR:

Print Name: Print Name:

Accepted by:

NOBLE ADVISORS, LLC

By:                                                                             

Name:                                                                        

Title:                                                                          

Dated:                                                                        

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SCHEDULE “A”

SUPPLEMENTAL INVESTOR INFORMATION

Investor’s Name and Address:

Name:

Street Address:

City/State/Zip:

Email:

Phone:

SS # or Tax ID #:

Investment:

Amount paid in cash herewith by Investor to Noble Advisors, LLC (the total principal amount of the requested Note):

$                                          (at least $50,000.00) (the “Purchase Price”)

Term and Interest Rate (select one):

	Note Term	Interest Rate
☐	Demand	%
☐	One Year	%
☐	Three Years	%
☐	Five Years	%
☐	Seven Years	%

Interest Payment Method (select one):

☐	Please have interest due accrue quarterly to my investment.
☐	Please have interest payments mailed quarterly to my address above.
☐	Please have interest payments directly deposited quarterly to my account listed below.

Bank Information (for direct deposit):

Name on Account:

Bank Name:

Bank Routing #:

Account #:

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Annex E

SUBORDINATION AND JUNIOR LENDER AGREEMENT

This Subordination and Junior Lender Agreement (“Agreement”) is made as of the      day of                     , 20     by and among each of the undersigned persons and entities, and additional persons and entities may also, from time to time, join in and become bound to this Agreement (each of the foregoing a “Junior Lender,” and, collectively, the “Junior Lenders”).

BACKGROUND

A.        Noble Advisors, LLC (“Noble Advisors”) is the sole member of the following operating companies: (1) Central Penn Capital Management, LLC (“Central Penn”), (2) Noble Capital Management, LLC (“Noble Capital”), (3) Susquehanna Capital Management, LLC (“Susquehanna”), and (4) Chesapeake Capital Management, LLC (“Chesapeake”).

B.        Central Penn, Noble Capital, Susquehanna and Chesapeake are collectively referred to as the “Operating Companies”.

C.        Central Penn is the sole member of Horizon Residential Loan Servicing, LLC (“Horizon”).

D.        Noble Advisors or the Operating Companies may in the future form new operating companies owned by Noble Advisors or the Operating Companies (the “New Noble Companies”).

E.        Noble Advisors, the Operating Companies, Horizon and New Noble Companies are collectively referred to as the “Noble Companies”.

F.        Noble Advisors is indebted to each Junior Lender on an unsecured basis or may become indebted, or further indebted, to one or more of the Junior Lenders in the future, all on an unsecured basis (collectively, the “Junior Debt”). The Junior Debt is evidenced, by, among other things, unsecured, subordinated, promissory notes (the “Junior Notes”), along with the other documents accompanying the Junior Notes.

G.        Each Junior Lender executed a Subscription Agreement when purchasing its Junior Note, whereby it agreed to subordinate its portion of the Junior Debt to all of the Senior Debt (as hereinafter defined) and to the Senior Guaranties (as hereinafter defined).

H.        Certain of the Noble Companies have received credit facilities and hereafter may from time to time in the future, receive additional credit facilities and commercial loans from commercial banks (collectively, including both present and future commercial banks, the “Senior Lenders”) (collectively, including both present and future credit facilities and commercial loans, the “Senior Loans”), as evidenced by promissory notes, along with such other agreements and documents executed in connection therewith (collectively, including those presently executed and those executed in the future, the “Senior Loan Documents”).

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Such future commercial banks extending credit in the future to any of the Noble Companies are included in the above definition of Senior Lenders but may also hereinafter be referred to as “Additional Senior Lenders”).

I.        Some or all of the Noble Companies may subsequently grant in favor of one or more Senior Lenders a first priority lien on and security interest in certain assets of the Noble Companies (the “Collateral”) as security for such Noble Companies’ obligations to the Senior Lenders under the Senior Loan Documents (the foregoing obligations, whether direct or indirect, liquidated or contingent, now or hereafter existing, due or to become due to, or held or to be held by, the Senior Lenders, pursuant to the Senior Loan Documents, including extensions, modifications, refinancings, renewals and refundings thereof effected in compliance herewith, the “Senior Debt”).

J.        Noble Advisors has fully and unconditionally guaranteed all of the Senior Loans and hereafter may from time to time in the future, partially or fully and unconditionally guaranty additional credit facilities to one or more of the other Noble Companies (collectively, including both present and future guaranties, the “Senior Guaranties”).

K.        All Junior Lenders, current or future, shall execute and deliver (and/or become a subsequent party to) this Agreement, subordinating their rights with respect to the Junior Debt and the Collateral to the rights of all of the Senior Lenders and Additional Senior Lenders with respect to the Senior Debt and Senior Guaranties.

NOW THEREFORE, with the foregoing Background incorporated by reference herein, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and as an inducement for the Senior Lenders to extend and/or continue financing pursuant to the Senior Loan Agreements and other Senior Loan Documents, and as an inducement for Senior Lenders to make and/or continue the Senior Debt and the Senior Guaranties, the parties hereby agree as follows:

AGREEMENT

NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1.        Subordination of Junior Lender Debt to Senior Lenders. By execution and delivery of this Agreement, each Junior Lender hereby agrees to subordinate all Junior Debt to the rights of the Senior Lenders with respect to the Senior Debt and the Senior Guaranties. This subordination shall include, without limitation: (i) the right of each Junior Lender to receive payments of principal and interest on account of the Junior Debt, except as set forth in Section 2 below, and (ii) the right of each Junior Lender to enforce, collect, foreclose, enter judgment or otherwise take any steps whatsoever to legally require one or more of the Noble Companies to make any payment of principal, interest, costs, or expenses on account of the Junior Debt.

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The provisions of this subordination shall continue so long as there remains any Senior Guaranties or any Senior Debt outstanding, and except as set forth below, each Junior Lender agrees that should Junior Lender acquire any lien, decree, judgment, or other right of enforcement with respect to Junior Debt, said lien, decree, judgment, or other right of enforcement is subordinate to the rights of all Senior Lenders.

2.        Permitted Debt Payments to Junior Lenders. So long as a Junior Lender has not received written notice from one or more of the Senior Lenders of a default by a Noble Company arising under the terms of the Senior Loan Documents evidencing any portion of the Senior Debt, Noble Advisors may make, and such Junior Lender may receive, scheduled payments of principal and interest pursuant to the terms of any debt instrument evidencing any portion of the Junior Debt. In the event that a Noble Company is in default of payments due with respect to any of the Senior Debt or is in default of any of the covenants or other obligations arising under the terms of any of the Senior Loan Documents evidencing the Senior Debt, such affected Senior Lender shall have the right, in each of such Senior Lender’s sole discretion, to give notice to any or all of the Junior Lenders and to make written demand upon the applicable Noble Company to cease further payments (direct or indirect) of any kind to Junior Lenders. In the event of such notice by one or more Senior Lenders, and to the extent a Junior Lender nevertheless receives any such payment without the noticing Senior Lender’s consent, such Junior Lender agrees to hold the same, in trust, for the benefit of such Senior Lender and immediately pay over to such Senior Lender the full amount thereof.

3.        Additional Senior Debt. Without limiting the generality the foregoing, each Noble Company shall have the right, without any of the Junior Lenders’ consent, and in its sole discretion, to obtain unlimited additional secured or unsecured Senior Debt from Additional Senior Lenders. Each Junior Lender agrees to execute such additional agreements that the Additional Senior Lenders may require (which may, among other things, subordinate the Junior Lenders’ loans to Noble Advisors to the rights of the Senior Lender, including any Additional Senior Lenders).

4.        Additional Senior Guaranties. Noble Advisors shall have the right, without Junior Lender’s consent, and in Noble Advisors’ sole discretion, to guaranty unlimited additional secured or unsecured lines of credit, loan agreements and security agreements relating to any of the Noble Companies, whether existing now or in the future, and whether from a Senior Lender or an Additional Senior Lender. Each Junior Lender agrees to execute such additional agreements that such lenders may require (which may, among other things, further subordinate the Junior Lenders’ loans to Noble Advisors to the rights of more or additional Senior Lenders).

5.        Further Assurances. The parties hereto agree to execute any and all additional instruments or documents which may be reasonably requested by Noble Advisors (or its counsel), any of the Noble Companies (or their counsel), a Senior Lender or an Additional Senior Lender (or its counsel) to carry out the purposes and terms of this Agreement.

(Signature page to follow)

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first written above.

	JUNIOR LENDER:
Witness	Name:
	JUNIOR LENDER:
Witness	Name:

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Annex F

SUBORDINATED PROMISSORY NOTE

Amount: $XXXXXX.00

Date: XXXXXX

Lancaster, Pennsylvania

FOR VALUE RECEIVED, the undersigned, NOBLE ADVISORS, LLC (“Borrower”), a Pennsylvania limited liability company with an address of 1817 Olde Homestead Lane, Suite 101, Lancaster, PA 17601, promises to pay to the order of XXXXXXXX (“Payee”) at XXXXXXXX or at such other place as Payee may from time to time designate in writing, the principal sum of XXXXXXXX Dollars ($XXXX,000.00) (the “Principal”), together with interest thereon at the annual rate of interest identified in Section 1(a), in accordance with the following terms and conditions (the “Note”):

1.         Payment of Principal and Interest.

(a)        The interest rate is XXXXXX percent (XXXX%) per annum (the “Interest Rate”).

(b)        Interest shall be calculated on the unpaid Principal at the Interest Rate (the “Interest”).

(c)        Commencing on XXXXXX, 20XX and continuing on the same day of every third month thereafter, Borrower agrees to accrue Interest quarterly OR pay Interest quarterly (pick one per Schedule A) in arrears.

(d)        All Principal, Interest and any other sums due under this Note shall be paid in lawful money of the United States of America.

2.         Maturity Date.

(a)        The entire unpaid Principal under this Note together with all Interest that shall have accrued thereon shall be due and payable on XXXXXX, 20XX (the “Maturity Date”). [the length (term selected by Payee) of the Note taken to the last day of the quarter not to exceed 1 year from the date of the Note].

(b)        Payee, at Payee’s sole option, shall have the right to require Borrower to pay to Payee, within thirty (30) days of the demand by Payee to Borrower, the entire unpaid Principal under this Note together with all Interest that shall have accrued thereon; provided however, that in no event is Borrower required to make such payment prior to the Maturity Date.

3.        Prepayment of Principal.  This Note may be prepaid by Borrower at any time and from time to time, in whole or in part, without premium or penalty. Any partial prepayments of Principal shall be applied in the inverse order of maturity and shall not postpone or reduce any regularly scheduled payment of Principal and Interest.

4.        Payment.  Payment of any installment of Principal and Interest or any other sum due to Payee hereunder which is made by check shall be deemed to be made if and when the check is received, provided that the check is honored.

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5.        Application of Payments.  Any payment under this Note shall be applied first to payment in full of any costs incurred in the collection of any sum due hereunder, including (without limitation) reasonable attorneys’ fees, then to the payment in full of any late charges, then to the payment in full of accrued and unpaid Interest, and finally to the reduction of the unpaid Principal of this Note.

6.        Late Charges.  Borrower shall pay to Payee a monthly late charge equal to five percent (5%) of any Interest payment not received by Payee within 15 days after payment is due.

7.        Events of Default.  Any of the following events shall constitute an “Event of Default” under this Note:

(a)        The failure by Borrower to pay any installment of Principal or Interest due under this Note, within fifteen (15) days after it become due;

(b)        The failure by Borrower to observe or perform any other covenants or provisions contained in this Note, after 60 days written notice to Borrower from Payee and Borrower’s failure to cure such default within said 60 days or, if cure cannot reasonably be effected within 60 days, such longer period as may be reasonable under the circumstances so long as Borrower continues to diligently pursue said cure;

(c)        Any warranty, representation or statement made or furnished to Payee by Borrower under this Note or the related documents is false or misleading in any material respect, either at the time made or furnished;

(d)        The making by Borrower of an assignment for the benefit of creditors, or a trustee or receiver being appointed for Borrower or for any of its property, to the extent the same is not vacated or set aside within 60 days; or

(e)        Any proceeding being commenced by or against Borrower under any bankruptcy, reorganization, arrangement or readjustment of debt, insolvency, receivership, liquidation, or dissolution law or statute, to the extent the same is not vacated or set aside within 60 days.

8.        Remedies.

(a)        At any time after occurrence of an Event of Default, Payee may, at Payee’s option and, except as set forth above, without notice or demand, do any one or more of the following:

(i)        Declare the entire unpaid Principal of this Note, together with all accrued Interest thereon, and all other sums due from Borrower under this Note (the “Indebtedness”) to be due and payable immediately; and/or

(ii)        Exercise any other right or remedy as may be provided in this Note or provided at law or in equity.

(b)        Payment of all or any part of the Indebtedness may be recovered at any time by any one or more of the foregoing remedies.

9.        Costs and Attorneys’ Fees.  Any costs of suit and other expenses paid or incurred by Payee in connection with any action under this Note, whether suit be brought or not, including reasonable attorneys’ fees, shall be due and payable to and recoverable by Payee upon demand by Payee.

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10.        Remedies Cumulative.  The rights and remedies provided to Payee in this Note, (i) are not exclusive and are in addition to any other rights and remedies Payee may have at law or in equity under applicable law; (ii) shall be cumulative and concurrent; (iii) may be pursued singly, successively or together against Borrower and any security at the sole discretion of Payee; and (iv) may be exercised as often as occasion therefor shall arise. The failure to exercise or delay in exercising any such right or remedy shall not be construed as a waiver or release thereof.

11.        Borrower’s Waivers.  Borrower hereby:

(a)        Waives and releases Payee and Payee’s attorneys from all errors, defects and imperfections in any proceeding instituted or maintained by Payee under this Note;

(b)        Waives presentment for payment, demand, notice of demand, notice of nonpayment or dishonor, protest and notice of protest of this Note, and all other notices (not expressly provided for in this Note) in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note;

(c)        Agrees that the liability of Borrower shall be unconditional without regard to the liability of any other party and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee at any time; and

(d)        Consents to any and all indulgences, extensions of time, renewals, waivers or modifications granted or consented to by Payee at any time.

12.        Payee’s Waivers.  Payee shall not be deemed, by any act of omission or commission, to have waived any of Payee’s rights or remedies hereunder unless such waiver is in writing and signed by Payee. Such a written waiver signed by Payee shall waive Payee’s rights and remedies only to the extent specifically stated in such written waiver. A waiver as to one or more particular events or defaults shall not be construed as continuing or as a bar to or waiver of any right or remedy as to another or subsequent event or default.

13.        Subordination of this Note.  The indebtedness evidenced by this Note is subject to the terms and conditions set forth in the Subordination and Junior Lender Agreement between Noble Advisors, LLC and Payee, subordinating this indebtedness to the Senior Lenders, including, without limitation, its subordination to the prior payment of the Senior Loans and Senior Debt (the terms Senior Lenders, Senior Loans and Senior Debt are defined in the Subordination and Junior Lender Agreement). By its acceptance of this Note, Payee agrees to execute such additional agreements that the Senior Lenders may require as it relates to subordination and the default of Borrower (which will, among other things, subordinate Payees’ loan(s) to Borrower to the rights of the Senior Lenders).

14.        Additional Senior Debt.  If no Event of Default then exists or is continuing, Borrower shall have the right, without Payee’s consent, and in Borrower’s sole discretion, to obtain unlimited additional secured or unsecured Senior Loans from the Senior Lenders.

15.        Trial by Jury; Jurisdiction.  Borrower and Payee each hereby:

(a)        Agree not to elect a trial by jury on any issue triable of right by jury, and waives any right to trial by jury fully to the extent that any such right shall now or hereafter exists with regard to this Note, or any claim, counterclaim or other action arising in connection therewith. This waiver of right to trial by jury is given knowingly and voluntarily by Borrower and Payee, and is intended to encompass individually each instance and each issue as to which the right to a trial by jury would otherwise accrue. Each of Borrower and Payee is hereby authorized to file a copy of this paragraph in any proceeding as conclusive evidence of this waiver by Borrower and Payee.

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(b)        Agree for the purpose of any suit, action or proceeding arising out of or relating to this Note or the other loan documents referred to herein or given by Borrower to Payee for the loan evidenced by this Note, Borrower and Payee hereby irrevocably consent and submit to the exclusive jurisdiction and venue of the Court of Common Pleas of Lancaster County, Pennsylvania. Borrower and Payee each irrevocably waives any objection which it may now or hereinafter have to the laying of the venue of any suit, action or proceeding brought in such court and any claim that such suit, action or proceeding brought in such a court has been brought in an inconvenient forum.

16.         Miscellaneous.

(a)        Transferability.  Payee understands and agrees that the Note has not been registered with any federal or most states’ securities laws and, as a result, it cannot be transferred unless it is registered or unless Payee complies with the requirements of an exemption from registration under applicable federal and state securities laws.

(b)        Successors and Assigns.  The words “Payee” and “Borrower” shall include the respective heirs, distributees, personal representatives, successors and assigns of Payee and Borrower, respectively. The provisions of this Note shall bind and inure to the benefit of Payee and Borrower and their respective heirs, distributees, personal representatives, successors and assigns.

(c)        Amendment of Note.  This Note may be modified, amended, discharged or waived only by an agreement in writing signed by the party against whom enforcement of any such modification, amendment, discharge or waiver is sought.

(d)        Governing Law.  This Note shall be governed by and construed according to the laws of the Commonwealth of Pennsylvania but not the law of conflict of laws.

(e)        Severability.  In the event any one or more of the provisions contained in this Note 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 Note, but such other provisions shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein or therein.

(f)        Type of Debt.  Borrower represents and warrants that this Note evidences a debt for commercial or investment purposes.

IN WITNESS WHEREOF, Borrower has executed this Note the day and year first written above.

	BORROWER:
	NOBLE ADVISORS, LLC
	By:
Witness	Name:
	Title: Manager of The Noble Group, the Manager of           Noble Advisors, LLC

F-4

SUBORDINATED PROMISSORY NOTE

Amount: $XXXXXX.00 Date: XXXXXX

Lancaster, Pennsylvania

FOR VALUE RECEIVED, the undersigned, NOBLE ADVISORS, LLC (“Borrower”), a Pennsylvania limited liability company with an address of 1817 Olde Homestead Lane, Suite 101, Lancaster, PA 17601, promises to pay to the order of and within thirty (30) days of the demand of XXXXXXXX (“Payee”) at XXXXXXXX or at such other place as Payee may from time to time designate in writing, the principal sum of XXXXXXXX Dollars ($XXXX,000.00) (the “Principal”), together with interest thereon at the annual rate of interest identified in Section 1(a), in accordance with the following terms and conditions (the “Note”):

1. Payment of Principal and Interest.

(a)        The interest rate is XXXXXX percent (XXXX%) per annum (the “Interest Rate”).

(b)        Interest shall be calculated on the unpaid Principal at the Interest Rate (the “Interest”).

(c)        Commencing on XXXXXX, 20XX and continuing on the same day of every third month thereafter, Borrower agrees to accrue Interest quarterly OR pay Interest quarterly (pick one per Schedule A) in arrears.

(d)        All Principal, Interest and any other sums due under this Note shall be paid in lawful money of the United States of America.

2.        Demand Note.  The entire unpaid Principal under this Note together with all Interest that shall have accrued thereon shall be due and payable within thirty (30) days of the date Payee delivers written demand therefor to Borrower.

3.        Prepayment of Principal.  This Note may be prepaid by Borrower at any time and from time to time, in whole or in part, without premium or penalty. Any partial prepayments of Principal shall be applied in the inverse order of maturity and shall not postpone or reduce any regularly scheduled payment of Principal and Interest.

4.        Payment.  Payment of any installment of Principal and Interest or any other sum due to Payee hereunder which is made by check shall be deemed to be made if and when the check is received, provided that the check is honored.

5.        Application of Payments.  Any payment under this Note shall be applied first to payment in full of any costs incurred in the collection of any sum due hereunder, including (without limitation) reasonable attorneys’ fees, then to the payment in full of any late charges, then to the payment in full of accrued and unpaid Interest, and finally to the reduction of the unpaid Principal of this Note.

F-5

6.        Late Charges.  Borrower shall pay to Payee a monthly late charge equal to five percent (5%) of any Interest payment not received by Payee within 15 days after payment is due.

7.        Events of Default.  Any of the following events shall constitute an “Event of Default” under this Note:

(a)        The failure by Borrower to pay any installment of Principal or Interest due under this Note, within fifteen (15) days after it become due;

(b)        The failure by Borrower to observe or perform any other covenants or provisions contained in this Note, after 60 days written notice to Borrower from Payee and Borrower’s failure to cure such default within said 60 days or, if cure cannot reasonably be effected within 60 days, such longer period as may be reasonable under the circumstances so long as Borrower continues to diligently pursue said cure;

(c)        Any warranty, representation or statement made or furnished to Payee by Borrower under this Note or the related documents is false or misleading in any material respect, either at the time made or furnished;

(d)        The making by Borrower of an assignment for the benefit of creditors, or a trustee or receiver being appointed for Borrower or for any of its property, to the extent the same is not vacated or set aside within 60 days; or

(e)        Any proceeding being commenced by or against Borrower under any bankruptcy, reorganization, arrangement or readjustment of debt, insolvency, receivership, liquidation, or dissolution law or statute, to the extent the same is not vacated or set aside within 60 days.

8.        Remedies.

(a)        At any time after occurrence of an Event of Default, Payee may, at Payee’s option and, except as set forth above, without notice or demand, do any one or more of the following:

(i)        Declare the entire unpaid Principal of this Note, together with all accrued Interest thereon, and all other sums due from Borrower under this Note (the “Indebtedness”) to be due and payable immediately; and/or

(ii)        Exercise any other right or remedy as may be provided in this Note or provided at law or in equity.

(b)        Payment of all or any part of the Indebtedness may be recovered at any time by any one or more of the foregoing remedies.

9.          Costs and Attorneys’ Fees.  Any costs of suit and other expenses paid or incurred by Payee in connection with any action under this Note, whether suit be brought or not, including reasonable attorneys’ fees, shall be due and payable to and recoverable by Payee upon demand by Payee.

10.        Remedies Cumulative.  The rights and remedies provided to Payee in this Note, (i) are not exclusive and are in addition to any other rights and remedies Payee may have at law or in equity under applicable law; (ii) shall be cumulative and concurrent; (iii) may be pursued singly, successively or together against Borrower and any security at the sole discretion of Payee; and (iv) may be exercised as often as occasion therefor shall arise. The failure to exercise or delay in exercising any such right or remedy shall not be construed as a waiver or release thereof.

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11.        Borrower’s Waivers.  Borrower hereby:

(a)        Waives and releases Payee and Payee’s attorneys from all errors, defects and imperfections in any proceeding instituted or maintained by Payee under this Note;

(b)        Waives presentment for payment, demand, notice of demand, notice of nonpayment or dishonor, protest and notice of protest of this Note, and all other notices (not expressly provided for in this Note) in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note;

(c)        Agrees that the liability of Borrower shall be unconditional without regard to the liability of any other party and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee at any time; and

(d)        Consents to any and all indulgences, extensions of time, renewals, waivers or modifications granted or consented to by Payee at any time.

12.        Payee’s Waivers.  Payee shall not be deemed, by any act of omission or commission, to have waived any of Payee’s rights or remedies hereunder unless such waiver is in writing and signed by Payee. Such a written waiver signed by Payee shall waive Payee’s rights and remedies only to the extent specifically stated in such written waiver. A waiver as to one or more particular events or defaults shall not be construed as continuing or as a bar to or waiver of any right or remedy as to another or subsequent event or default.

13.        Subordination of this Note.  The indebtedness evidenced by this Note is subject to the terms and conditions set forth in the Subordination and Junior Lender Agreement between Noble Advisors, LLC and Payee, subordinating this indebtedness to the Senior Lenders, including, without limitation, its subordination to the prior payment of the Senior Loans and Senior Debt (the terms Senior Lenders, Senior Loans and Senior Debt are defined in the Subordination and Junior Lender Agreement). By its acceptance of this Note, Payee agrees to execute such additional agreements that the Senior Lenders may require as it relates to subordination and the default of Borrower (which will, among other things, subordinate Payees’ loan(s) to Borrower to the rights of the Senior Lenders).

14.        Additional Senior Debt.  If no Event of Default then exists or is continuing, Borrower shall have the right, without Payee’s consent, and in Borrower’s sole discretion, to obtain unlimited additional secured or unsecured Senior Loans from the Senior Lenders.

15.        Trial by Jury; Jurisdiction.  Borrower and Payee each hereby:

(a)        Agree not to elect a trial by jury on any issue triable of right by jury, and waives any right to trial by jury fully to the extent that any such right shall now or hereafter exists with regard to this Note, or any claim, counterclaim or other action arising in connection therewith. This waiver of right to trial by jury is given knowingly and voluntarily by Borrower and Payee, and is intended to encompass individually each instance and each issue as to which the right to a trial by jury would otherwise accrue. Each of Borrower and Payee is hereby authorized to file a copy of this paragraph in any proceeding as conclusive evidence of this waiver by Borrower and Payee.

(b)        Agree for the purpose of any suit, action or proceeding arising out of or relating to this Note or the other loan documents referred to herein or given by Borrower to Payee for the loan evidenced by this Note, Borrower and Payee hereby irrevocably consent and submit to the exclusive jurisdiction and venue of the Court of

F-7

Common Pleas of Lancaster County, Pennsylvania. Borrower and Payee each irrevocably waives any objection which it may now or hereinafter have to the laying of the venue of any suit, action or proceeding brought in such court and any claim that such suit, action or proceeding brought in such a court has been brought in an inconvenient forum.

16.        Miscellaneous.

(a)        Transferability.  Payee understands and agrees that the Note has not been registered with any federal or most states’ securities laws and, as a result, it cannot be transferred unless it is registered or unless Payee complies with the requirements of an exemption from registration under applicable federal and state securities laws.

(b)        Successors and Assigns.  The words “Payee” and “Borrower” shall include the respective heirs, distributees, personal representatives, successors and assigns of Payee and Borrower, respectively. The provisions of this Note shall bind and inure to the benefit of Payee and Borrower and their respective heirs, distributees, personal representatives, successors and assigns.

(c)        Amendment of Note.  This Note may be modified, amended, discharged or waived only by an agreement in writing signed by the party against whom enforcement of any such modification, amendment, discharge or waiver is sought.

(d)        Governing Law.  This Note shall be governed by and construed according to the laws of the Commonwealth of Pennsylvania but not the law of conflict of laws.

(e)        Severability.  In the event any one or more of the provisions contained in this Note 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 Note, but such other provisions shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein or therein.

(f)        Type of Debt.  Borrower represents and warrants that this Note evidences a debt for commercial or investment purposes.

IN WITNESS WHEREOF, Borrower has executed this Note the day and year first written above.

	BORROWER:
	NOBLE ADVISORS, LLC
	By:
Witness	Name:
	Title: Manager of The Noble Group, the           Manager of Noble Advisors, LLC

F-8

PART III — EXHIBITS

Index to Exhibits

Exhibit Number	Description
2.1*	Certificate of Organization
2.2*	Operating Agreement
3.1*	Form of 30-Day Promissory Note (incorporated by reference to Annex F of the Offering Circular)
3.2*	Form of 1 Year Promissory Note (incorporated by reference to Annex F of the Offering Circular)
3.3*	Form of 3, 5 or 7 Year Promissory Note (incorporated by reference to Annex F of the Offering Circular)
4.1*	Subscription Agreement (incorporated by reference to Annex D of the Offering Circular)
4.2*	Subordination & Junior Lender Agreement (incorporated by reference to Annex E of the Offering Circular)
6.1*	Services Agreement (incorporated by reference to Annex C of the Offering Circular)
11.1*	Consent of Acuity Advisors and CPAs
11.2*	Consent of Barley Snyder LLP (Contained in Exhibit 12.1)
11.3	Consent of Brown Schultz Sheridan & Fritz
12.1*	Legal Opinion of Barley Snyder LLP

* Previously filed

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Post-Effective Amendment No. 1 to this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lancaster, Commonwealth of Pennsylvania, on the 6^th day of June, 2019.

NOBLE ADVISORS, LLC by its Manager, The Noble Group, LLC
By:	/s/ Gregory K. Millen
Name:	Gregory K. Millen
Title:	Manager of The Noble Group, LLC

This offering statement has been signed by the following persons, in the capacities, and on the dates indicated.    

Name and Signature	Title	Date
/s/ Gregory K. Millen Gregory K. Millen	Manager of The Noble Group, LLC (Principal Executive Officer)	June 6, 2019
/s/ Richard W. Hawkins Richard W. Hawkins	Senior Vice President, Finance (Principal Financial Officer and Principal Accounting Officer)	June 6, 2019
/s/ Lane G. Randolph Lane G. Randolph	Manager of The Noble Group, LLC	June 6, 2019

EX1A-11 CONSENT

Exhibit 11.3

We hereby consent to the incorporation by reference in this Amendment No. 1 To Form 1-A Regulation A Offering Circular (Form 1-A) of our report dated April 2, 2019 on the consolidated financial statements of Noble Advisors, LLC and Subsidiaries for the year ended December 31, 2018. We also consent to the reference to us as an “expert” in such Form 1-A.

/s/ Brown Schultz Sheridan & Fritz (BSSF), CPAs

June 6, 2019