ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
(a) MSL18 Holdings Amendment
On May 23, 2022, Nocopi Technologies, Inc., a Maryland corporation
(the “Company”), entered into a First Amendment to Nomination and Standstill Agreement (the “MSL18 Holdings
Amendment”) with MSL 18 HOLDINGS LLC, Michael S. Liebowitz and Matthew C. Winger (collectively, the “MSL18 Holdings
Group”), amending the Nomination and Standstill Agreement dated March 29, 2022, by and among the Company and the MSL18 Holdings
Group (the “MSL18 Holdings Agreement”). As set forth in the MSL18 Holdings Amendment, the Company and the MSL18 Holdings
Group agreed to amend Section 3.01(a) of the MSL18 Holdings Agreement to replace “twenty-five percent (25%)” with “thirty-five
percent (35%)”. The following is a summary of the terms of the MSL18 Holdings Amendment, which does not purport to be complete and
is qualified in its entirety by reference to the MSL18 Holdings Amendment, a copy of which is attached as Exhibit 99.1 and is incorporated
herein by reference. Any capitalized terms used in this Item 1.01(a) but not otherwise defined in this Item 1.01(a) shall have the respective
meanings ascribed to them in the MSL18 Holdings Amendment.
Pursuant to the MSL18 Holdings Amendment, the MSL18 Holdings Group
and its controlled affiliates agreed not to acquire, agree or seek to acquire or make any proposal or offer to acquire, or announce any
intention to acquire, beneficially or otherwise, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition
of control of another Person, by joining a partnership, limited partnership, syndicate or other Group, through swap or hedging transactions
or otherwise, any securities of the Company or any securities convertible or exchangeable into, or exercisable for (whether or not convertible
or exchangeable into, or exercisable for, immediately or only after the passage of time or the occurrence of a specified event), other
than purchases of shares or derivative instruments that would not result in the members of the MSL18 Holdings Group and the MSL18 Affiliates,
collectively, owning, controlling or otherwise having any beneficial or other ownership interest in more than thirty-five percent (35%)
in the aggregate of the outstanding shares at such time, without the Company’s express prior written approval thereof.
(b) Standstill Agreement with the Eriksen Group
On May 23, 2022, the Company entered into a Standstill Agreement
(the “Eriksen Agreement”) with H. Timothy Eriksen, Cedar Creek Partners, LLC and Eriksen Capital Management LLC (collectively,
the “Eriksen Group”) related to the Eriksen Group’s nomination of Mr. Eriksen as a director and submission of
a stockholder proposal related to the declassification of the Company’s board of directors (the “Board”), and
related proxy statement and associated intention to solicit proxies (the “Eriksen Proxy Solicitation”). Under the Eriksen
Agreement, the Eriksen Group agreed to certain standstill provisions and to withdraw the Eriksen Proxy Solicitation, and the Company agreed
to reimburse the Eriksen Group for some of the costs associated with the Eriksen Proxy Solicitation. The following is a summary of the
terms of the Eriksen Agreement, which does not purport to be complete and is qualified in its entirety by reference to the Eriksen Agreement,
a copy of which is attached as Exhibit 99.2 and is incorporated herein by reference. Any capitalized terms used in this Item 1.01(b) but
not otherwise defined in this Item 1.01(b) shall have the respective meanings ascribed to them in the Eriksen Agreement.
Under the terms of the Eriksen Agreement, the Eriksen Group has
agreed to certain standstill restrictions for five years (the “Covered Period”), including restrictions on the Eriksen
Group (i) soliciting or granting proxies to vote shares of the Company’s common stock, (ii) initiating stockholder proposals for
consideration at any meeting of the Company’s stockholders, (iii) nominating directors for election to the Board, (iv) seeking the
removal of any member of the Board and (v) submitting proposals for or offers of certain Extraordinary Transactions involving the Company.
In addition, to the extent the Eriksen Group owns any shares of the Company’s common stock during the Covered Period, the Eriksen
Group has agreed to vote (or grant a proxy to vote) all of its shares of the Company’s common stock in favor of (A) the election
of directors in accordance with the recommendation of the Board, (B) any shareholder proposals or advisory resolutions in accordance with
the recommendation of the Board, and (C) the ratification of the appointment of the Company’s auditors.
Additionally, pursuant to the Eriksen Agreement, the Eriksen Group
agreed not to enter into any transaction or arrangement that would result in the members of the Eriksen Group and the Eriksen Affiliates,
collectively, owning, controlling or otherwise having any beneficial or other ownership interest in more than five percent (5%) in the
aggregate of the outstanding shares of the Company at such time without the Company’s express prior written approval. The Company
has agreed to pay the Eriksen Group $75,000 for reimbursement of certain costs associated with the Eriksen Proxy Solicitation. The Eriksen
Agreement also contemplates the purchase by the MSL18 Holdings Group of all the shares of the Company currently held by the Eriksen Group.”