AGREEMENT OF
TERMS
This
Agreement of Terms (the “Agreement”) made this 10
th day of September, 2004, by and between Nocopi
Technologies, Inc. (“Nocopi”) and Entrevest, a
Pennsylvania general partnership (“Entrevest”)
consisting of Maury B. Reiter (“Reiter”), Michael
Solomon (“Solomon”), David Marcus
(“Marcus”), Enid Rudney (“Rudney”), and Kay
Weinstock (“Weinstock”)(each, a “Partner”
and, collectively, the “Partners”).
WITNESSETH:
WHEREAS,
Nocopi and Entrevest entered into that certain written Subscription
Agreement, dated November 22, 2002 (the “Subscription
Agreement”);
WHEREAS,
the Subscription Agreement granted Entrevest, among other things,
certain rights to acquire additional shares of common capital stock
of Nocopi (the “Option Rights”) and to designate a
person for nomination and election to Nocopi’s board of
directors (“Board Rights”);
WHEREAS,
in exchange for 1,250,000 shares of common capital stock of Nocopi
(“Shares”), Entrevest has agreed to relinquish its
Option Rights and Board Rights in accordance with and subject to
the terms contained herein.
NOW
THEREFORE, in consideration of the foregoing representations,
covenants and agreements herein set forth, and intending to be
legally bound hereby, the parties hereto agree as
follows:
1.
Consideration. As consideration for the release of the
Option Rights and the Board Rights and the other terms contained
herein, Nocopi shall transfer 1,250,000 shares of common stock of
Nocopi (the “Shares”) to Entrevest pursuant to a valid
private placement. Within a reasonable time following execution of
this Agreement, Nocopi shall deliver to Entrevest a certificate
representing the number of Shares being issued to Entrevest
hereunder by Nocopi and bearing a legend stating that the Shares
have not been registered under the United States Securities Act of
1933, as amended (the “Securities Act”), or under the
securities laws of any state or the securities laws of any other
jurisdiction, and setting out or referring to the restrictions on
the transferability and resale of the Shares.
2.
Release of Option Grants. Entrevest and each Partner hereby
relinquish the Option Rights granted pursuant to the terms of the
Subscription Agreement and acknowledge that the provisions of the
Subscription Agreement granting such rights, including but not
limited to paragraphs 3, 4, and 5 of the Subscription Agreement,
are hereby terminated without further effect or obligation of the
parties.
3. Release of Board Rights; Resignation.
(a)
Entrevest and each Partner hereby relinquish the Board Rights
granted pursuant to the terms of the Subscription Agreement and
acknowledge that the provision of the Subscription Agreement
granting such rights, specifically paragraph 6 of the Subscription
Agreement, is hereby terminated without further effect or
obligation of the parties.
(b)
Solomon hereby confirms his resignation from his position on the
board of directors of Nocopi. A copy of the executed resignation
letter is attached hereto as Exhibit A .
4.
Consulting Agreement. Any consulting arrangement existing
between Alan Rihm and Nocopi, whether initiated pursuant to
paragraph 7 of the Subscription Agreement or otherwise, is hereby
terminated with no further obligation of either party.
5.
Representations and Warranties. The Partners, jointly and
severally, represent and warrant to Nocopi that:
(a)
Entrevest and each of the Partners signing below have full power
and authority to enter into and carry out its obligations under
this Agreement and any other agreement and any other documents
which any Partner is required to deliver hereunder;
(b)
The execution, delivery and performance of this Agreement have been
duly authorized by the Partners and will not conflict with, are not
inconsistent with and will not result in any breach of any terms,
conditions or provisions of, or constitute (with due notice or
lapse of time, or both) a default under any agreement, contract,
document or instrument to which it is a party or by which it is
otherwise bound;
(c)
No authorization, consent, approval or similar action of or by any
third party is required for or in connection with the
authorization, execution, delivery or performance of this Agreement
by it;
(d)
Each Partner understands that the Shares have not been registered
under the Securities Act, the securities laws of any state or the
securities laws of any other jurisdiction (t
