0001193125-11-144031 Sample Contracts

VOTING AGREEMENT
Voting Agreement • May 18th, 2011 • Nobel Learning Communities Inc • Services-educational services • Delaware

THIS VOTING AGREEMENT (“Agreement”), dated as of May 17, 2011, is made by and between Academic Acquisition Corp., a Delaware corporation (“Parent”), and the undersigned holder (the “Stockholder”) of shares of common stock, par value $0.001 per share (the Common Stock”), of Nobel Learning Communities, Inc., a Delaware corporation (the “Company”).

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AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • May 18th, 2011 • Nobel Learning Communities Inc • Services-educational services • Delaware

THIS AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”) is effective as of May 17, 2011, by and between Nobel Learning Communities, Inc., a Delaware corporation (the “Company”) and Broadridge Corporate Issuer Solutions, Inc. (f/k/a StockTrans, Inc.) (the “Rights Agent”).

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