Exhibit 1
JOINT FILING AGREEMENT
Agreement between ▇.▇. ▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇ ("Frock"), ▇▇▇▇▇ ▇▇▇▇▇ and
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ("▇▇▇▇▇") dated as of August 7, 2002.
Background
▇.▇. ▇▇▇▇▇ is the Chairman of the Board and Chief Executive Officer of
Nobel Learning Communities, Inc. (the "Company"), Frock is the Vice Chairman -
Corporate Development of the Company, ▇▇▇▇▇ ▇▇▇▇▇ is President and Chief
Operating Officer of the Company, and ▇▇▇▇▇ is Vice Chairman and Chief Financial
fficer of the Company. ▇.▇. ▇▇▇▇▇, Frock, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ are the
beneficial owners of shares of the Common Stock of the Company and are
reflecting the ownership of such shares on a Schedule 13D filed with the
Securities and Exchange Commission. ▇.▇. ▇▇▇▇▇, Frock, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇
desire to provide for the filing of a joint statement on Schedule 13D to reflect
their ownership of securities of the Company on the terms and conditions set
forth herein.
Now therefore, intending to be legally bound hereby, and for good and
valuable consideration, the receipt of which is hereby acknowledge, the parties
hereto agree as follows:
1. Each party hereto represents to the other party that he is eligible to
use Schedule 13D in accordance with Regulation 13D promulgated under the
Securities Exchange Act of 1934, as amended. The parties hereto agree that, from
and after the date hereof, one statement on Schedule 13D shall be filed on
behalf of each of them with respect to their ownership of the securities of the
Company.
2. Each party hereto acknowledges and agrees that he shall be responsible
for the timely filing of the Schedule 13D and any amendments thereto, and for
the completeness and accuracy of the information concerning such party contained
therein. Neither party shall be responsible for the completeness or accuracy of
the information concerning the other party hereto unless such party knows or has
reason to believe that such information is inaccurate.
3. The parties hereto acknowledge and agree that this Agreement will be
filed as an Exhibit to their Schedule 13D and any amendments thereto.
In witness whereof, the parties hereto have executed this Agreement as of
the day and year first above written.
/s/ ▇.▇. ▇▇▇▇▇
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/s/ ▇▇▇▇ ▇▇▇▇▇
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/s/ ▇▇▇▇▇ ▇▇▇▇▇
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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