UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

Date of Report (Date of earliest reported): ~~May~~July 1825, 2011

NOBEL LEARNING COMMUNITIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-10031	22-2465204
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
1615 West Chester Pike, Suite 200 West Chester, PA		19382
(Address of Principal Executive Offices)		(Zip Code)

1615 West Chester Pike, Suite 200

West Chester, PA

19382

(Address of Principal Executive Offices)

(Zip Code)

(484) 947-2048

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changes since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 58.0201 ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Information.

OnSupplement ~~May 17, 2011, Nobel Learning Communities, Inc. (the “Company”) entered into an Agreement and~~to ~~Plan~~Proxy ofStatement ~~Merger~~for (the ~~“Merger~~Special ~~Agreement”)~~Meeting ~~among the Company, Academic Acquisition Corp., a Delaware corporation (“Parent”), and Academic Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary~~ of ~~Parent~~Stockholders ~~(“Merger Sub”) pursuant~~ to ~~which~~be ~~Merger~~held ~~Sub~~on ~~will merge with and into the Company (the “Merger”)~~August 2, ~~with~~2011 ~~the Company continuing after the Merger as the surviving corporation and a wholly-owned subsidiary of Parent.~~

AsThese ~~previously~~supplemental ~~disclosed,~~disclosures ~~pursuant~~ to the ~~Merger Agreement, the Company agreed to offer (the~~definitive ~~“Option~~proxy ~~Offer”)~~statement toon ~~amend~~Schedule ~~each~~14A, ~~stock~~which ~~option~~we ~~outstanding~~refer ~~immediately prior~~ to ~~the~~as ~~effective time of~~ the ~~Merger~~definitive ~~(the~~proxy ~~“Effective~~statement, ~~Time”)~~filed ~~that~~by ~~was~~Nobel ~~issued~~Learning ~~under~~Communities, ~~the~~Inc., ~~terms~~which ofwe arefer ~~stock~~to ~~plan~~as of the Company, ~~other than~~with the ~~2000~~United ~~Stock~~States ~~Option~~Securities ~~Plan~~ and ~~the~~Exchange ~~2010~~Commission, ~~Stock~~which ~~Option~~we ~~Plan~~refer ~~(“Eligible~~to ~~Options”).~~as ~~The~~the SEC, ~~Option~~on ~~Offer~~June 29, ~~will~~2011, ~~provide~~are ~~that~~being ~~each~~made ~~holder~~to ofupdate ~~Eligible~~certain ~~Options~~information ~~shall~~and beto ~~entitled~~respond to ~~receive,~~certain inallegations ~~consideration~~made ofby plaintiffs in the ~~cancellation~~stockholder oflitigation ~~all such~~relating ~~Eligible~~to ~~Options~~the ~~held~~Agreement byand ~~such~~Plan ~~option~~of ~~holder~~Merger, ~~subject~~which towe ~~the~~refer ~~consummation~~to ofas the Merger ~~and~~Agreement, dated ~~effective~~ as of ~~the~~May 17, ~~Effective Time~~2011, aby ~~cash~~and ~~payment~~among ~~per share equal to either (i)~~ the ~~excess~~Company, ofAcademic ~~$11~~Acquisition Corp.75, ~~over~~which ~~the~~we ~~exercise~~refer ~~price~~to ofas ~~the~~Parent, ~~applicable Eligible~~and ~~Option~~Academic ~~for~~Merger ~~Eligible~~Sub, ~~Options~~Inc., ~~with~~a anwholly-owned ~~exercise~~subsidiary ~~price~~of ~~that~~Parent, iswhich ~~equal~~we refer to oras ~~less~~Merger ~~than~~Sub, ~~11.75~~which, oralong ~~(ii) $0.10~~with ~~per~~Parent, ~~Eligible~~is ~~Option~~an affiliate ~~for~~of ~~Eligible~~Leeds ~~Options~~Equity ~~with~~Partners anV, ~~exercise~~L.P. ~~price~~which ~~that~~we ~~exceeds~~refer ~~$11.75~~to ~~(“Underwater~~as ~~Eligible Options”)~~Leeds. ~~With~~Pursuant ~~respect~~ to ~~certain~~the ~~stock~~Merger ~~options~~Agreement, ~~issued~~each ~~under~~share ~~the terms~~ of the ~~2000~~Company’s ~~Stock~~common ~~Option~~stock ~~Plan~~and orSeries ~~the~~D ~~2010~~convertible ~~Stock~~preferred ~~Option~~stock ~~Plan~~will ~~outstanding~~be ~~immediately~~converted ~~prior~~into to the ~~Effective~~right ~~Time~~to ~~(“Other~~receive ~~Options”~~$11.75 and, ~~collectively~~$1.88 ~~with~~in ~~the Eligible Options~~cash, ~~“Company Options”)~~respectively, ~~under~~and the ~~Merger Agreement, the~~ Company ~~has~~will ~~agreed~~become toa ~~take~~wholly-owned ~~all~~subsidiary ~~actions~~of toParent, ~~provide~~which ~~that~~we ~~each~~refer ~~such~~to, ~~stock option shall~~collectively, as of the ~~Effective~~merger. ~~Time,~~Defined ~~(i) automatically become~~terms ~~fully~~used ~~vested~~but ~~and~~not ~~exercisable,~~defined ~~(ii) cease~~herein tohave ~~be outstanding and be automatically canceled and cease to exist and (iii) be automatically converted into~~ the ~~right~~meaning toset ~~receive~~forth ~~the~~in ~~excess of $11.75 over~~ the ~~exercise~~definitive ~~price.~~proxy statement.

~~Following~~SETTLEMENT ~~the~~OF ~~execution~~LITIGATION of the Merger Agreement, the Company entered into agreements with each of George H. Bernstein, Thomas Frank, G. Lee Bohs, Patricia B. Miller, Jeanne Marie Welsko and Susan Race (collectively, the “Option Holders”) pursuant to which each Option Holder agreed to the amendment of his or her Other Options, to tender his or her Eligible Options when requested to do so pursuant to the terms of the Option Offer and to which such Option Holder would otherwise be entitled in the Option Offer for such Option Holder’s Underwater Eligible Options (each such agreement, an “Option Cancellation Agreement”). All of the Option Holders entered into their Option Cancellation Agreements on May 18, 2011.

InAs previously disclosed beginning on pages 9 and 66 of the definitive proxy statement, on May 27, 2011, a putative class action lawsuit, which we ~~connection~~refer ~~with~~to as the Stockholder Litigation, was brought against the Company, the members of the Board, Parent, Merger Sub, asand aLeeds, ~~result~~challenging the proposed merger, in the Court of ~~entering~~Common ~~into~~Pleas of Philadelphia in the ~~Option~~First ~~Cancellation~~Judicial ~~Agreements~~District of the Commonwealth of Pennsylvania on behalf of the Company’s stockholders. On July 25, at2011, counsel for the ~~Effective~~parties ~~Time~~entered ~~each~~into ~~Option~~a ~~Holder~~memorandum ~~will~~of beunderstanding, ~~entitled~~which we refer to ~~receive~~as the ~~amount~~Memorandum ~~listed~~of ~~opposite~~Understanding, ~~their~~in ~~name~~which ~~for~~they ~~their~~agreed ~~Company~~on ~~Options~~the terms (of a settlement of the ~~amounts~~Stockholder ~~shown below~~Litigation. doThe ~~not~~proposed ~~include~~settlement ~~amounts~~is ~~waived~~conditional inupon, ~~respect~~among other things, confirmatory discovery, the execution of ~~each~~an ~~Option~~appropriate ~~Holders’~~stipulation ~~Underwater~~of ~~Eligible~~settlement, ~~Options):~~consummation of the merger and final approval of the proposed settlement by the court.

Option Holder	Consideration for Company Options
George H. Bernstein	$	1,211,715.00
Thomas Frank	$	579,070.00
G. Lee Bohs	$	236,180.00
Patricia B. Miller	$	576,940.00
Jeanne Marie Welsko	$	194,992.50
Susan Race	$	167,400.00

Pursuant to the terms of the Memorandum of Understanding, the Company has agreed to make certain supplemental disclosures related to the merger, all of which are set forth below. In addition, in connection with the settlement and as provided in the Memorandum of Understanding, the parties contemplate that plaintiff’s counsel will seek an award of attorneys’ fees and expenses as part of the settlement, and plaintiffs will release defendants from any and all liability. There can be no assurance that the merger will be consummated, that the parties ultimately will enter into a stipulation of settlement or that the court will approve the settlement even if the parties enter into such stipulation. In such event, the proposed settlement as contemplated by the Memorandum of Understanding may be terminated. The settlement will not affect the amount of the merger consideration that the Company’s stockholders are entitled to receive in the merger.

The ~~disclosure~~defendants deny ~~contained~~all ~~herein~~liability with respect to the facts and claims alleged in the Stockholder Litigation and specifically deny that any breach of fiduciary duty occurred, or that any further disclosure is ~~intended~~required ~~merely~~to assupplement the definitive proxy statement under any applicable rule, statute, regulation or law. However, to avoid the risk that the Stockholder Litigation may delay or otherwise adversely affect the consummation of the merger, to minimize the expense of defending such actions, and to provide additional information to our stockholders at a ~~summary~~time and ~~does~~in a manner that would not ~~purport~~cause any delay of the special meeting or the merger, the defendants have agreed to the terms of the proposed settlement described above. The parties further considered it desirable that the Stockholder Litigation be ~~complete~~settled to avoid the expense, risk, inconvenience and ~~is qualified~~distraction of continued litigation and to fully and finally resolve the settled claims. Plaintiff in ~~its~~the ~~entirety~~Stockholder Litigation has agreed to stay the Stockholder Litigation pending final approval by ~~reference~~the court of the settlement, and to dismiss the ~~full~~Stockholder ~~text~~Litigation ~~Option~~with ~~Cancellation~~prejudice ~~Agreements~~upon ~~attached~~final asapproval ~~exhibits~~by ~~hereto~~the court of the settlement of the Stockholder Litigation.

~~Additional Information~~SUPPLEMENTAL DISCLOSURES

~~The~~In ~~Company~~connection ~~will file~~ with the ~~SEC,~~settlement ~~and~~of ~~furnish to its stockholders, a proxy statement soliciting proxies for~~ the ~~meeting of~~Stockholder ~~its~~Litigation ~~stockholders~~as todescribed bein ~~called~~this ~~with~~supplemental ~~respect~~disclosure, to the ~~proposed transaction between the~~ Company, ~~Parent~~has ~~and~~agreed ~~Merger~~to ~~Sub.~~make ~~THE HOLDERS OF THE COMPANY’S COMMON STOCK ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT IS FINALIZED AND DISTRIBUTED TO THEM~~these ~~BECAUSE~~supplemental ITdisclosures ~~WILL CONTAIN IMPORTANT INFORMATION. The Company’s stockholders and other interested parties will be able~~ to ~~obtain, without charge, a copy of~~ the definitive proxy statement ~~(when available) and other relevant documents filed with the Securities and Exchange Commission (“SEC”) from the SEC’s website at www~~.~~sec.gov.~~ ~~The~~These ~~Company’s~~supplemental ~~stockholders~~disclosures ~~and~~should ~~other interested parties will also~~ be ~~able~~read toin ~~obtain,~~conjunction ~~without~~with ~~charge, a copy of~~ the definitive proxy statement ~~(when available) and other relevant documents by directing a request by mail or telephone to Nobel Learning Communities~~, ~~Inc.,~~which ~~1615~~should ~~West~~be ~~Chester~~read ~~Pike,~~in ~~Suite~~its ~~200, West Chester, PA 19382-6223, Attention: Corporate Secretary, telephone: (484) 947-2000, or from the Company’s website, www~~entirety.~~nobellearning.com.~~

The ~~Company~~following ~~and~~disclosure ~~certain~~supplements ~~of its directors, executive officers~~ and ~~other members~~restates ofthe ~~management~~second ~~and~~paragraph ~~employees may,~~ under ~~SEC~~the ~~rules,~~heading ~~be deemed to be~~ “~~participants”~~Background ~~in the solicitation~~ of ~~proxies from stockholders of~~ the ~~Company with respect to the proposed merger. Information regarding the persons who may be considered “participants~~Merger” inon ~~the~~page ~~solicitation~~24 of ~~proxies will be set forth in~~ the ~~Company’s proxy statement relating to the proposed merger when it is filed with the SEC. Information regarding certain of these persons and their~~ ~~beneficial~~definitive ~~ownership of the Company’s common stock as of September 16, 2010 is also set forth in the Company’s~~ proxy statement ~~for its 2010 Annual Meeting of Stockholders, which was filed with the SEC on October 1, 2010~~.

~~The~~In ~~Option~~October ~~Agreement~~2008, ~~described~~the ~~above~~Company ~~will~~engaged bethe ~~accomplished~~investment ~~through~~banking afirm ~~tender~~of ~~offer~~J.P. ~~that~~Morgan ~~has~~Securities ~~not~~LLC, ~~yet~~which ~~commenced~~we refer to in this proxy statement as J.P. ~~This~~Morgan, ~~report~~to isserve ~~neither~~as anfinancial ~~offer~~ advisor to ~~purchase~~our ~~nor~~board of directors in connection with possible strategic transactions with third parties. Our engagement with J.P. Morgan provided that J.P. Morgan would receive a ~~solicitation~~fee ofif ana ~~offer~~transaction towith ~~sell~~a ~~securities~~third party was consummated. AtIn addition, the ~~time~~engagement provided that if an alternative transaction, such as a recapitalization transaction, was completed with the ~~tender~~assistance ~~offer~~of isJ.P. ~~commenced~~Morgan, the Company ~~will~~and J.P. ~~file~~Morgan awould ~~Tender~~negotiate ~~Offer~~in ~~Statement~~good onfaith ~~Schedule~~appropriate TOcompensation ~~with~~for ~~the SEC~~J.P. ~~The~~Morgan, ~~Tender~~which ~~Offer~~would ~~Statement~~take ~~(including~~into anaccount, ~~Offer~~among toother ~~Amend~~things, athe ~~related~~results obtained and the custom and practice among investment banking firms acting in similar ~~Letter~~transactions. Discussions between J.P. Morgan, on behalf of ~~Transmittal~~the Company, and ~~other~~KU, ~~tender~~subsequent ~~offer~~to ~~documents)~~the ~~will~~unsolicited ~~contain~~proposal ~~important~~were based only on publicly available information ~~that~~about ~~should~~the beCompany, ~~read~~because ~~carefully~~KU ~~before~~declined ~~any~~to ~~decision~~enter isinto ~~made~~a non-disclosure agreement with ~~respect~~the Company, which the SAC and our board of directors deemed necessary to protect the ~~tender~~Company’s ~~offer~~non-public business information. ~~These~~The ~~documents~~SAC ~~(and~~had ~~all~~discussions with J.P. Morgan regarding, among other ~~offer~~things, ~~documents~~economic ~~filed~~trends ~~with~~within the ~~SEC)~~ ~~will~~education beindustry ~~available~~generally, atJ.P. noMorgan’s ~~charge~~preliminary onfinancial analysis of the ~~SEC’s~~Company ~~website~~and atthe ~~www~~possible alternatives available to the Company to enhance stockholder value, including a potential sale of the Company.~~sec.gov.~~

~~Safe~~The ~~Harbor~~following ~~for~~disclosure ~~Forward-Looking~~supplements ~~Statements~~and restates the first paragraph under the heading “Opinion of the Financial Advisor to Nobel Learning’s Board of Directors – Discounted Cash Flow Analysis” on page 47 of the definitive proxy statement.

~~This~~J.P. ~~schedule,~~Morgan conducted ~~and~~a ~~the~~discounted ~~information~~cash ~~incorporated~~flow byanalysis ~~reference~~of ~~herein,~~the ~~contains~~Company ~~forward-looking~~for ~~statements~~the aspurpose ~~defined~~of bydetermining ~~the~~an ~~federal~~implied ~~securities~~fully ~~laws,~~diluted ~~which are~~equity ~~based~~value onper share for the Company’s ~~current~~common ~~expectations~~stock. ~~and assumptions~~J.P. ~~These~~Morgan ~~forward-looking~~calculated ~~statements~~the ~~involve~~value ~~known~~of ~~and~~stand ~~unknown~~alone, ~~risks~~unlevered ~~and~~free ~~uncertainties~~cash flows that ~~may cause~~ the Company’s ~~actual~~is ~~results,~~expected ~~levels~~to generate from the last three months of ~~activity,~~fiscal ~~performance~~year ~~or achievements~~2011 toand befor ~~materially~~the ~~different~~fiscal ~~from~~years ~~those~~2012 ~~expressed~~through or2015 ~~implied~~based byon ~~these~~the ~~forward-looking~~Management ~~statements.~~Estimates ~~Important~~and ~~factors~~the ~~that~~value ~~may~~of ~~cause~~unlevered orfree ~~contribute~~cash toflows ~~such~~that ~~differences~~the ~~include~~Company ~~uncertainties~~is asexpected to generate for the ~~timing~~fiscal ofyears 2016 through 2020, which were extrapolated from the ~~merger;~~Management ~~uncertainties~~Estimates asand ~~to how~~were ~~many~~reviewed ~~stockholders~~and ofapproved by the Company’s ~~will~~management ~~accept~~and ~~payment~~reviewed ~~for~~by ~~their~~the ~~shares~~SAC. ~~pursuant~~Unlevered tofree cash flow was calculated based on the Management ~~merger~~Estimates ~~agreement;~~by taking the ~~possibility~~Company’s ~~that~~projected ~~various~~earnings ~~closing~~before ~~conditions~~interest ~~requirement~~after ~~for~~taxes ~~the~~and ~~consummation~~adding ofprojected ~~the~~depreciation ~~merger~~and ~~may~~amortization ~~not~~and bethen ~~satisfied~~subtracting orprojected ~~waived,~~capital ~~the~~expenditures ~~risk~~and ~~that~~adding projected decreases in net working ~~the~~capital. ~~market~~Stock-based ~~price~~compensation expense was treated as a cash expense for purposes of determining free cash flow. The value of the ~~Company’s~~stand ~~common~~alone, ~~stock~~unlevered ~~may~~free ~~decline~~cash ifflows was calculated assuming that the ~~merger~~projected isfree ~~not~~cash flows ~~completed~~occur orat isthe ~~delayed~~middle of each annual period, and then discounting such ~~other~~cash ~~factors~~flows to present value as ~~are~~of ~~set~~April 3, ~~forth~~2011 inusing ~~the~~a ~~risk~~range ~~factors~~of ~~detailed~~discount rates from ~~time~~11.0% to ~~time~~13.0%. inThis range of discount rates was chosen by J.P. Morgan based upon an analysis of the Company’s ~~periodic~~weighted ~~reports~~average ~~and registration~~cost ~~statements~~of ~~filed~~capital ~~with~~which ~~the~~included, ~~SEC~~among ~~including~~other considerations, ~~without~~an ~~limitation,~~analysis of the ~~risk~~cost ~~factors~~of ~~detailed~~equity inand cost of debt of the Company using publicly available information and J.P. Morgan’s judgment ~~Annual~~and ~~Report~~experience. onJ.P. ~~Form~~Morgan ~~10-K~~also calculated a range of terminal values for the Company as of fiscal year ~~ended~~2020, ~~July~~ by applying a perpetual revenue growth rate ranging from 2.0% to 3,.0%. ~~2010~~These growth rates were estimated by J.P. Morgan ~~The~~based ~~Company~~on ~~undertakes~~its nojudgment ~~obligation~~and experience. These terminal values were discounted to ~~publicly~~present ~~update~~value ~~any forward-looking~~as ~~statements~~of April 3, ~~whether~~2011 asusing a ~~result~~range of ~~new~~discount ~~information,~~rates ~~future~~from ~~events~~11.0% orto ~~otherwise~~13.0%.

~~Item~~The ~~9.01~~following ~~Financial~~disclosure ~~Statements~~supplements and ~~Exhibits~~restates the third paragraph under the heading “Opinion of the Financial Advisor to Nobel Learning’s Board of Directors – Miscellaneous” on page 49 of the definitive proxy statement.

~~(d)~~For ~~Exhibits~~services rendered in connection with the merger, the Company has agreed to pay J.P. Morgan a fee estimated to be approximately $2 million, all of which will become payable only if the merger is consummated. In addition, the Company has agreed to reimburse J.P. Morgan for its expenses incurred in connection with its services, including

~~The~~ the ~~Exhibit~~fees ~~Index~~and ~~attached~~disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities, including liabilities arising under the federal securities laws. Other than the ~~hereto~~foregoing, isthe ~~incorporated~~Company ~~herein~~has bynot ~~reference~~paid J.P. Morgan any amounts in connection with acquisition or strategic transaction related advice, including in connection with analyzing the potential recapitalization, or capital markets transactions.

The following disclosure supplements and restates the table under the heading “Management Estimates” on page 51 of the definitive proxy statement.

Management Estimates

($ in millions, except for EPS)


	2011			2012			2013			2014			2015

Net Revenue	$	239.2		$	253.4		$	268.1		$	283.2		$	298.9
Adjusted EBIT (1)	$	8.8		$	12.9		$	17.4		$	22.2		$	27.1

Adjusted EBITDA (2)	$	18.1		$	21.3		$	25.9		$	30.9		$	36.0
Net Income	$	3.4		$	6.6		$	10.1		$	13.1		$	16.1
EPS (3)	$	0.32		$	0.62		$	0.94		$	1.23		$	1.51
Net Working Cap/Other	$	2.5		$	3.5		$	2.1		$	1.6		$	1.4

Capital Expenditures	$	(11.7	)	$	(7.5	)	$	(7.9	)	$	(8.3	)	$	(8.6	)

(1)

Adjusted EBIT consists of earning before interest and taxes calculated in accordance with GAAP adjusted for costs associated with the Company’s Department of Justice litigation, acquisition-related costs, severance costs and costs incurred by or in connection with the SAC.

(2)	Adjusted EBITDA consists of EBITDA calculated in accordance with GAAP adjusted for costs associated with the Department of Justice litigation, acquisition-related costs, severance costs and costs incurred by or in connection with the SAC.

(3)	Based on 10,700,000 shares and common stock equivalents outstanding.

In addition, the estimates for fiscal years 2016 through 2020, which were extrapolated from the 2011 through 2015 Management Estimates above, were derived by applying a revenue growth rate of 2.5%, EBITDA margins of 9.6%, EBIT margins of 6.7% to 6.8%, working capital as a percentage of revenue of 0.4% and capital expenditures as a percentage of revenues of 2.9%.

The following disclosure supplements the definitive proxy statement.

All of the standstill provisions contained in non-disclosure agreements that the Company entered with third parties in connection with possible strategic transaction discussions have expired and no such provision is still in effect.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


NOBEL LEARNING COMMUNITIES, INC.

By:		/s/ Thomas Frank

Name:		Thomas Frank
Title:		Chief Financial Officer

Date: ~~May~~July 2425, 2011

EXHIBIT INDEX

Number		Description of Document
10.1		Option Cancellation Agreement entered into by and between Nobel Learning Communities, Inc. and George H. Bernstein dated May 18, 2011.
10.2		Option Cancellation Agreement entered into by and between Nobel Learning Communities, Inc. and Thomas Frank dated May 18, 2011.
10.3		Option Cancellation Agreement entered into by and between Nobel Learning Communities, Inc. and Patricia B. Miller dated May 18, 2011.
10.4		Option Cancellation Agreement entered into by and between Nobel Learning Communities, Inc. and G. Lee Bohs dated May 18, 2011.
10.5		Option Cancellation Agreement entered into by and between Nobel Learning Communities, Inc. and Jeanne Marie Welsko dated May 18, 2011.
10.6		Option Cancellation Agreement entered into by and between Nobel Learning Communities, Inc. and Dr. Susan W. Race dated May 18, 2011.

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