EX-10.20




 Exhibit 10.20 
 CONVERSION AGREEMENT 
 THIS CONVERSION AGREEMENT is made and entered into on November 15,
2011, by and between NOCOPI TECHNOLOGIES, INC., a Maryland corporation (the “Company”) and the persons indicated on the signature page below (each, a “Lender” and collectively, the “Lenders”). 

PREAMBLE 
 The
Lenders are holders of demand loans made to the Company in the aggregate principal amount of $12,500 (the “Loans”) as more particularly detailed on Exhibit A hereto. Neither of the Loans are evidenced by a written promissory note. The
Lenders desire to convert all or a portion of the Loans into shares of Common Stock of the Company and the Company desires to issue such shares to the Lenders, in accordance with the terms and condition contained herein. 

NOW THEREFORE, for and in consideration of the mutual covenants contained herein, and for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 

AGREEMENT 
 1.
CONVERSION OF LOANS. The Lenders and the Company agree that, on the date hereof, the Lenders shall convert a portion of or the entire principal balance of and accrued interest due on the Loans, if so agreed, into shares of Common Stock, par value
$0.01 per share, of the Company as shown on Exhibit A hereto (the “Shares”). The number of Shares issued to each Lender shall be the amount derived by dividing the principal balance and accrued interest due on the Loans by $0.045, the per
share market value of the Common Stock, and rounded down to the nearest whole number of shares. 
 2. PROCEDURES; CANCELLATION
OF LOAN. Upon execution of this Agreement, the Loans shall be deemed paid in full, or reduced, and, if paid in full, the Company is hereby released from all further obligations under the Loan. The Company shall promptly cause a share certificate to
be issued to each Lender for the applicable number of shares of Common Stock. 
 3. REPRESENTATIONS AND WARRANTIES OF THE
COMPANY. In order to induce the Lenders to enter into this Agreement and to consummate the transactions provided for herein, the Company hereby represents and warrants as follows: 

(a) Organization, Good Standing and Corporate Power. The Company is a corporation duly organized, validly existing, and in good standing
under the laws of the State of Maryland. The Company has the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and enter into and perform its obligations
under this Agreement. 
 (b) Authorization of Agreements, Etc. All corporate action on the part of the Company and its officers,
directors and stockholders necessary for the execution, delivery and performance of this Agreement and the issuance of the Shares has been duly and validly taken. This Agreement will be, the valid and binding obligation of the Company enforceable
against the Company in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles. 








 (c) Authorized Capital Stock. The issuance and sale of the Shares is not subject to any
preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person. The shares of Common Stock to be issued pursuant to this Agreement, when issued in accordance with the terms of this Agreement,
will be duly authorized and validly issued, fully paid and non-assessable. 
 4. REPRESENTATIONS AND WARRANTIES OF THE LENDERS.
Each Lender represents and warrants to the Company as follows: 
 (a) The Lender acknowledges and agrees that the Lender’s
Loan is not evidenced by a written promissory note or any other written instrument purporting to evidence the terms of the Lender’s Loan. 
 (b) The Lender acknowledges that the Shares have not been registered under U.S. Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and are being offered and
sold pursuant to an exemption from registration contained in the Securities Act and such state laws based in part upon the representations of the Lenders contained herein. The Lender also understands and acknowledges that no federal or state agency
has made any recommendation or endorsement of the Shares. 
 (c) The Shares are being acquired for the Lender’s own
account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof. The Lender has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment
providing for the disposition of the Shares. 
 (d) The Lender acknowledges that the Shares must be held indefinitely unless a
subsequent disposition thereof is registered under the Securities Act and applicable state securities laws, or is exempt from such registration. The Lender understands that a restrictive legend will be placed on the certificate for the Shares and
related stop transfer instructions will be entered with the Company’s transfer agent. 
 (e) This Agreement constitutes the
legal, valid and binding obligation of the Lender enforceable against the Lender in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency or similar laws and by equitable principles. 

(f) The Lender has had access to and has obtained all material information concerning the Company and its business and financial
condition, operations, prospects and investments, has personally made such independent investigations of the Company as the Lender deems necessary and advisable and has been supplied with all information and data which the Lender believes is
necessary to reach an informed decision as to the advisability of acquiring the Shares upon the terms and conditions contained herein. 
 (g) The Lender is an “accredited investor” as defined in Regulation D under the Securities Act, as represented by the Lender in the Stock Subscription Agreement executed by the Lender.


  
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 (h) The Lender has such experience in financial and business matters such that the Lender is
capable of evaluating the merits and risks of acquiring the Shares hereunder. 
 5. MISCELLANEOUS. 

(a) Survival. This Agreement shall inure to the benefit of the parties hereto and their respective successors and assigns, except that no
party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party hereto. 
 (b) Counterparts, etc. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an
original, but all the counterparts shall together constitute one and the same instrument. The parties may deliver execution copies of this Agreement by delivery of signature pages by fax transmission, provided that such delivery is thereafter
followed, within a reasonable time, with delivery of originally executed signature pages. 
 (c) Entire Agreement etc. This
Agreement constitutes the entire contract between the parties hereto and shall supersede and take the place of any other instrument purporting to be an agreement of the parties hereto relating to the transactions contemplated hereby. 

(d) Governing Law. This Agreement, including the validity thereof and the rights and obligations of the parties hereunder and thereunder,
shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania (without regard to its choice of law provisions). 
 [Remainder of Page Left Intentionally Blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
above written. 
  

	
	THE COMPANY:
	
	NOCOPI TECHNOLOGIES, INC.
	
	 By: /s/ Michael A. Feinstein, M.D.



 
			
	Michael A. Feinstein, M.D.
	Title:	 	Chairman, President and Chief Executive Officer


 
	
	
	THE INVESTORS:
	
	 /s/ Herman M. Gerwitz

	Herman M. Gerwitz


  

	
	 /s/ Kathleen Patrick, M.D.

	Kathleen Patrick, M.D.



  
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 EXHIBIT A 
 SCHEDUL OF CONVERSION 
  

																					
	 LENDER
	  	PRINCIPAL
CONVERTED	 	  	ACCRUED
INTEREST
CONVERTED*	 	  	TOTAL
CONVERTED	 	  	MARKET
VALUE OF
SHARES	 	  	NUMBER OF
SHARES TO
BE ISSUED	 
	 HERMAN M.GERWITZ
	  	$	1,500	  	  				  	$	1,500	  	  	$	.045	  	  	 	33,333	  
	 KATHLEEN PATRICK, M.D.
	  	 	5,000	  	  	$	 659	  	  	 	5,659	  	  	$	.045	  	  	 	125,755	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  				  	  
	  
	 
		  	$	6,500	  	  	$	659	  	  	$	7,159	  	  				  	 	159,088	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  				  	  
	  
	 

  

	*	INTEREST RATE – 8% 


PRINCIPAL REMAINING AFTER CONVERSION 
  

					
	 HERMAN M. GERWITZ
	  	$	6,000	  
	 KATHLEEN PATRICK, M.D.
	  	$	0