Exhibit 10.49


 


  


 


NEITHER
THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE COMPANY UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”)
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR. THE SECURITIES LAWS OF ANY
STATE OR OTHER. JURISDICTION. NEITHER THE SECURITIES NOR. ANY INTEREST OR. PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD,
TRANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, OR APPLICABLE
STATE SECURITIES LAWS; OR (ii) IN THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE ISSUER, THAT REGISTRATION
IS NOT REQUIRED UNDER. THE 1933 ACT OR; (iii) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.


 


$100,000
12% CONVERTIBLE PROMISSORY NOTE


 


MATURITY
DATE OF FEBRUARY 7, 2018 (the “Maturity Date”)


 


May
8, 2017 (the “Issuance Date”)


 


FOR
VALUE RECEIVED, Omagine, Inc., a Delaware Corporation (the “Company”) doing business in New York, NY, hereby
promises to pay to the order of JSJ Investments Inc., an accredited investor and Texas Corporation, or its assigns (the “Holder”),
the principal amount of One Hundred Thousand Dollars ($100,000) (”Note”), on demand of the Holder at any time
on or after February 7, 2018 (the “Maturity Date”), and to pay interest on the unpaid principal balance thereof
at the rate of Twelve Percent (12%) per annum (the “Interest Rate”) commencing on the date hereof (the “Issuance
Date”). Each of the Company and the Holder are sometimes referred to herein individually as a “Party” and
collectively as the “Parties”.


 


		1.	Payments
                                         of Principal and Interest.



 


		a.	Pre-Payment
                                         and Payment of Principal and Interest. The Company may pay this Note in full, together
                                         with any and all accrued and unpaid interest, plus any applicable pre-payment premium
                                         set forth herein and subject to the terms of this Section 1.a, at any time on or prior
                                         to the date which occurs 180 days after the Issuance Date hereof (the “Prepayment
                                         Date”). In the event the Note is not prepaid in full on or before the Prepayment
                                         Date, it shall be deemed a “Pre-Payment Default” hereunder. Until the Ninetieth
                                         (90th) day after the Issuance Date the Company may pay the principal at a cash redemption
                                         premium of 125%, in addition to outstanding interest, without the Holder’s consent;
                                         from the 91st day to the One Hundred and Twentieth (120th) day after the Issuance Date,
                                         the Company may pay the principal at a cash redemption premium of 135%, in addition to
                                         outstanding interest, without the Holder’s consent: from the 121st day to the Prepayment
                                         Date, the Company may pay the principal at a cash redemption premium of 140%, in addition
                                         to outstanding interest, without the Holder’s consent. After the Prepayment Date
                                         up to the Maturity Date this Note shall have a cash redemption premium of 145% of the
                                         then outstanding principal amount of the Note, plus accrued interest and Default Interest,
                                         if any, which may only be paid by the Company upon Holder’s prior written consent.
                                         At any time on or after the Maturity Date, the Company may repay the then outstanding
                                         principal plus accrued interest and Default Interest (defined below), if any, to the
                                         Holder.



 


		b.	Demand
                                         of Repayment. The principal and interest balance of this Note shall be paid to the
                                         Holder hereof on demand by the Holder at any time on or after the Maturity Date. The
                                         Default Amount (defined herein), if applicable, shall be paid to Holder hereof on demand
                                         by the Holder at any time such Default Amount becomes due and payable to Holder.



 


		c.	Interest.
                                         This Note shall bear interest (“Interest”) at the rate of Twelve
                                         Percent (12%) per annum from the Issuance Date until the same is paid, or otherwise converted
                                         in accordance with Section 2 below, in full and the Holder, at the Holder’s sole
                                         discretion, may include any accrued but unpaid Interest in the Conversion Amount. Interest
                                         shall commence accruing on the Issuance Date, shall be computed on the basis of a 365-day
                                         year and the actual number of days elapsed and shall accrue daily and, after the Maturity
                                         Date, compound quarterly. Upon an Event of Default, as defined in Section 10 below, the
                                         Interest Rate shall increase to Eighteen Percent (18%) per annum for so long as the Event
                                         of Default is continuing (“Default Interest”).



 






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		d.	General
                                         Payment Provisions. This Note shall be paid in lawful money of the United States
                                         of America by check or wire transfer to such account as the Holder may from time to time
                                         designate by written notice to the Company in accordance with the provisions of this
                                         Note. Whenever any amount due under the terms of this Note is due on any day which is
                                         not a Business Day (as defined below), the same shall instead be due on the next succeeding
                                         day which is a Business Day and, in the case of any interest payment date which is not
                                         the date on which this Note is paid in full, the extension of the due date thereof shall
                                         not be taken into account for purposes of determining the amount of interest due on such
                                         date. For purposes of this Note, “Business Day” shall mean any day
                                         other than a Saturday, Sunday or a day on which commercial banks in the State of Texas
                                         are authorized or required by law or executive order to remain closed.



 


		2.	Conversion
                                         of Note. At any time after the Prepayment Date, the Conversion Amount (see paragraph
                                         2(a)(i)) of this Note shall be convertible into shares of the Company’s $0.001
                                         par value common stock (the “Common Stock”) according to the terms
                                         and conditions set forth in this paragraph 2.



 


		a.	Certain
                                         Defined Terms. For purposes of this Note, the following terms shall have the following
                                         meanings:



 


		i.	“Conversion
                                         Amount” means, the amount with respect to which this determination is being
                                         made, the sum of (a) the principal amount of this Note to be converted; plus if so included
                                         at the Holder’s sole discretion, (i) Interest and (ii) Default Interest, if any.
                                         



 


		ii.	“Conversion
                                         Price” means 60% multiplied by lowest trading price of the Common Stock during
                                         the Pricing Period.



 


		iii.	“Conversion
                                         Notice” means a written notice substantially in the form attached hereto as
                                         Exhibit 1 given by the Holder to the Company and which Conversion Notice is transmitted
                                         to the Company by the Holder in accordance with the provisions of paragraph 23 hereof.



 


		iv.	“Conversion
                                         Date” means the date set forth as such in a Conversion Notice and which Conversion
                                         Date is the fifth (5th) Business Day subsequent to the Notice Date of such
                                         Conversion Notice,



 


		v.	“Notice
                                         Date” means the date on which a Conversion Notice is received prior to 5:00
                                         p.m. Eastern Time by the Company, and if such date is not a Business Day or such Conversion
                                         Notice is received by the Company after 5:00 p.m. Eastern Time on such date, then the
                                         Notice Date shall instead be the next succeeding day which is a Business Day. 



 


		vi.	“Person”
                                         means an individual, a limited liability company, a partnership, a joint venture,
                                         a corporation, a trust, an unincorporated organization and a government or any department
                                         or agency thereof.



 


		vii.	“Pricing
                                         Period” means the twenty (20) Trading Days immediately preceding a Notice Date.



 


		viii.	“Shares”
                                         means the number of shares of Common Stock into which the Holder shall be entitled
                                         to have a Conversion Amount converted after submission of a Conversion Notice to the
                                         Company.



 


		ix.	“Trading
                                         Day” means any day on which the New York Stock Exchange, NASDAQ, or the applicable
                                         trading market for the Common Stock is open for business.



 


		x.	“VWAP”
                                         means for any Trading Day, the volume weighted average price of the Common Stock
                                         on such Trading Day as reported by Bloomberg L.P.



 


		b.	Holder’s
                                         Conversion Rights. At any time after the Prepayment Date, the Holder shall be entitled
                                         to convert all of the outstanding and unpaid principal and accrued interest of this Note
                                         into fully paid and non-assessable shares of Common Stock in accordance with the stated
                                         Conversion Price. The Holder shall not be entitled to convert on a Conversion Date that
                                         amount of the Note in connection with that number of shares of Common Stock which would
                                         be in excess of the sum of the number of shares of Common Stock issuable upon the a Conversion
                                         Amount with respect to which the determination of this provision is being made on a Conversion
                                         Date, which would result in beneficial ownership by the Holder and its affiliates of
                                         more than 4.99% of the outstanding shares of Common Stock of the Company on such Conversion
                                         Date. For the purposes of the provision to the immediately preceding sentence, beneficial
                                         ownership shall be determined in accordance with Section 13(d) of the Securities Exchange
                                         Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to the foregoing, the
                                         Holder shall not be limited to aggregate conversions of 4.99% (“Conversion Limitation
                                         1”). The Holder shall have the authority to determine whether the restriction contained
                                         in this Section 2(b) will limit any Conversion Amount hereunder, and accordingly,
                                         the Holder may waive the conversion limitation described in this Section 2(b),
                                         in whole or in part, upon and effective after 61 days prior written notice to the Company
                                         in accordance with the provisions of paragraph 23 hereof to increase or decrease such
                                         percentage to any other amount as determined by Holder in its sole discretion (“Conversion
                                         Limitation 2”).



 



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		c.	Fractional
                                         Shares. The Company shall not issue any fraction of a share of Common Stock upon
                                         any conversion; if such issuance would result in the issuance of a fraction of a share
                                         of Common Stock, the Company shall round such fraction of a share of Common Stock up
                                         to the nearest whole share except in the event that rounding up would violate the conversion
                                         limitations set forth in section 2(b) above.



 


		d.	Conversion
                                         Amount. The Conversion Amount shall be converted pursuant to Rule 144(b)(1)(ii) and
                                         Rule 144(d)(1)(ii) as promulgated by the Securities and Exchange Commission under the
                                         Securities Act of 1933, as amended, into unrestricted shares at the Conversion Price.



 


		e.	Mechanics
                                         of Conversion. The conversion of this Note shall be conducted in the following manner:



 


		i.	Holder’s
                                         Conversion Requirements. To convert this Note into Shares on any Conversion Date,
                                         the Holder shall transmit a fully executed Conversion Notice to the Company in accordance
                                         with the provisions of paragraph 23 hereof. 



 


		ii.	Company’s
                                         Response. Upon receipt by the Company of a Conversion Notice, the Company shall as
                                         soon as practicable, but in no event later than one (1) Business Day after the relevant
                                         Notice Date, send in accordance with the provisions of paragraph 23 hereof a confirmation
                                         of receipt of such Conversion Notice to the Holder indicating that the Company will process
                                         such Conversion Notice in accordance with the terms herein. On or before the relevant
                                         Conversion Date the Company shall have issued and electronically transferred the relevant
                                         Shares to the Broker indicated in the Conversion Notice and should the Company be unable
                                         to transfer such Shares electronically, it shall have, on or before the relevant Conversion
                                         Date, surrendered to an overnight courier for delivery the next day to the Holder at
                                         the Holder’s address as specified in the Conversion Notice, a certificate registered
                                         in the name of the Holder for the number of such Shares. 



 


		iii.	Record
                                         Holder. The person or persons entitled to receive the shares of Common Stock issuable
                                         upon a conversion of this Note shall be treated for all purposes as the record holder
                                         or holders of such shares of Common Stock on the Conversion Date.



 


		iv.	Timely
                                         Response by Company. Upon receipt by the Company of a Conversion Notice, the Company
                                         shall within one (1) Business Day after the relevant Notice Date, send in accordance
                                         with the provisions of paragraph 23 hereof a confirmation of receipt of such Conversion
                                         Notice to the Holder indicating that the Company will process such Conversion Notice
                                         in accordance with the terms herein.



 


		v.	Liquidated
                                         Damages for Delinquent Response. If the Company fails to deliver for whatever reason
                                         (including any neglect or failure by, e.g., the Company, its counsel or the transfer
                                         agent) to Holder the Shares as requested in a Conversion Notice within five (5) Business
                                         Days of the Conversion Date, the Company shall be deemed in “Default of Conversion.”
                                         Beginning on the sixth (6th) Business Day after the Conversion Date, there shall
                                         accrue liquidated damages (the “Conversion Damages”) of $2,000 per
                                         day for each day on or after such sixth (6th) Business Day after the Conversion Date
                                         until delivery of the relevant Shares is made, and such amount of Conversion Damages
                                         will be added to the Conversion Amount being converted (under the Company’s and
                                         Holder’s expectation and understanding that any such amount of Conversion Damages
                                         will tack back to the Issuance Date but at all times such tacking shall be subject to
                                         compliance with the 1933 Act). The Parties agree that, at the time of drafting of this
                                         Note, the Holder’s Conversion Damages, if any, are incapable of estimation or are
                                         difficult to estimate and that the liquidated damages called for is a reasonable forecast
                                         of just compensation.



 






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		vi.	Liquidated
                                         Damages for Inability to Issue Shares. If the Company fails to deliver Shares requested
                                         by a Conversion Notice due to an exhaustion of authorized and issuable Common Stock such
                                         that the Company must increase the number of shares of authorized Common Stock before
                                         the Shares requested may be issued to the Holder, the discount set forth in the Conversion
                                         Price will be increased by 5 percentage points (i.e. from 40% to 45%) for the Conversion
                                         Notice in question and all future Conversion Notices until the outstanding principal
                                         and interest of the Note is converted or paid in full. These liquidated damages shall
                                         not render the Conversion Damages penalties prescribed by paragraph 2(e)(v) void, and
                                         shall be applied in conjunction with paragraph 2(e)(v) unless otherwise agreed to in
                                         writing by the Holder. The Parties agree that, at the time of drafting of this Note,
                                         the Holder’s damages as to the inability to issue shares are incapable of estimation
                                         or are difficult to estimate and that the liquidated damages called for is a reasonable
                                         forecast of just compensation.



 


		vii.	Rescindment
                                         of Conversion Notice. If: (i) the Company fails to respond to Holder as required
                                         by paragraph 2(e)(ii) hereof, (ii) the Company fails to provide the Shares requested
                                         in a Conversion Notice on or before the relevant Conversion Date, (iii) the Holder is
                                         unable to procure a legal opinion required to have Shares issued unrestricted and/or
                                         deposited to sell for any reason related to the Company’s standing with the SEC
                                         or FINRA, or any action or inaction by the Company, (iv) the Holder is unable to deposit
                                         the Shares requested in the Conversion Notice for any reason related to the Company’s
                                         standing with the SEC or FINRA, or any action or inaction by the Company, (v) if the
                                         Holder is notified in writing by the Company that it does not have the necessary amount
                                         of authorized and issuable shares of Common Stock available to satisfy the issuance of
                                         Shares pursuant to a Conversion Notice, or (vi) if OTC Markets changes the Company’s
                                         designation to ‘Limited Information’ (Yield), ‘No Information’
                                         (Stop Sign), ‘Caveat Emptor’ (Skull and Crossbones), or ‘OTC’,
                                         ‘Other OTC’ or ‘Grey Market’ (Exclamation Mark Sign) on the day
                                         of or any day after the date of a Conversion Notice, the Holder maintains the option
                                         and sole discretion to rescind such Conversion Notice (a “Rescindment”)
                                         by delivering a written “Notice of Rescindment” to the Company in accordance
                                         with the provisions of paragraph 23 hereof.



 


		viii.	Transfer
                                         Agent Fees and Legal Fees. The issuance of the certificates representing Shares shall
                                         be without charge or expense to the Holder. The Company shall pay any and all transfer
                                         agent fees and legal fees incurred by it in connection with the execution by it of this
                                         Note and the cost of obtaining a legal opinion with regard to the issuance of Shares
                                         to Holder pursuant to a Conversion Notice. The Holder will deduct $3,000 from the principal
                                         payment of the Note solely to cover Holder’s legal fees incurred by it in connection
                                         with the execution by it of this Note and the cost of obtaining any and all legal opinions
                                         required to sell the Shares issued to it pursuant to any given Conversion Notice. These
                                         fees do not make provision for or suffice to defray any legal fees incurred in collection
                                         or enforcement of the Note as described in paragraph 13. The Holder will also deduct
                                         3rd party due diligence fees due to Windsor Street Capital in the amount of $5,000 from
                                         the principal payment of the Note.



 


		ix.	Conversion
                                         Right Unconditional. If the Holder shall provide a Conversion Notice as provided
                                         herein, the Company’s obligation to deliver Common Stock shall be absolute and
                                         unconditional, irrespective of any claim of setoff, counterclaim, recoupment, or alleged
                                         breach by the Holder of any obligation to the Company.



 


		3.	Other
                                         Rights of Holder: Reorganization, Reclassification, Consolidation, Merger or Sale.
                                         Any recapitalization, reorganization, reclassification, consolidation, merger, sale of
                                         all or substantially all of the Company’s assets to another Person or other transaction
                                         which is effected in such a way that holders of Common Stock are entitled to receive
                                         (either directly or upon subsequent liquidation) stock, securities, cash or other assets
                                         with respect to or in exchange for Common Stock is referred to herein as an “Organic
                                         Change.” Prior to the consummation of any (i) Organic Change or (ii) other
                                         Organic Change following which the Company is not a surviving entity, the Company will
                                         secure from the Person purchasing such assets or the successor resulting from such Organic
                                         Change (in each case, the “Acquiring Entity”) a written agreement
                                         (in form and substance reasonably satisfactory to the Holder) to deliver to Holder in
                                         exchange for this Note, a security of the Acquiring Entity evidenced by a written instrument
                                         substantially similar in form and substance to this Note, and reasonably satisfactory
                                         to the Holder. Prior to the consummation of any other Organic Change, the Company shall
                                         make appropriate provision (in form and substance reasonably satisfactory to the Holder)
                                         to ensure that the Holder will thereafter have the right to acquire and receive in lieu
                                         of or in addition to (as the case may be) the shares of Common Stock immediately theretofore
                                         acquirable and receivable upon the conversion of the Note, such shares of stock, securities,
                                         cash or other assets that would have been issued or payable in such Organic Change with
                                         respect to or in exchange for the number of shares of Common Stock which would have been
                                         acquirable and receivable upon the conversion of the Note as of the date of such Organic
                                         Change (without taking into account any limitations or restrictions on the convertibility
                                         of the Note set forth in Section 2(b) or otherwise). All provisions of this Note must
                                         be included to the satisfaction of Holder in any new Note created pursuant to this section.



 






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		4.	Representations
                                         and Warranties of the Company. In connection with the transactions provided for herein,
                                         the Company hereby represents and warrants to the Holder the following:



 


		a.	Organization,
                                         Good Standing and Qualification. The Company is a corporation duly organized, validly
                                         existing and in good standing under the laws of the state of its incorporation and has
                                         all requisite corporate power and authority to carry on its business as now conducted.
                                         The Company is duly qualified to transact business and is in good standing in each jurisdiction
                                         in which the failure to so qualify would have a material adverse effect on its business
                                         or properties.



 


		b.	Authorization.
                                         All corporate action has been taken on the part of the Company, its officers, directors
                                         and stockholders necessary for the authorization, execution and delivery of this Note.
                                         The Company has taken all corporate action required to make all of the obligations of
                                         the Company reflected in the provisions of this Note, valid and enforceable obligations.
                                         The shares of Common Stock issuable upon conversion of this Note have been authorized
                                         or will be authorized prior to the issuance of such Shares.



 


		c.	Fiduciary
                                         Obligations. The Company hereby represents that it intends to use the proceeds of
                                         the Note primarily for the operations of its business and not for any personal, family,
                                         or household purpose. The Company hereby represents that its board of directors, in the
                                         exercise of its fiduciary duty, has approved the execution of this Note based upon a
                                         reasonable belief that the proceeds of the Note provided for herein is appropriate for
                                         the Company after reasonable inquiry concerning its financial objectives and financial
                                         situation.



 


		d.	Data
                                         Request Form. The Company hereby represents and warrants to Holder that all of the
                                         information furnished to Holder pursuant to the data request form (“DRF”)
                                         dated April 24, 2017 is true and correct in all material respects as of the date
                                         hereof.



 


		5.	Covenants
                                         of the Company.



 


		a.	So
                                         long as the Company shall have any obligations under this Note, the Company shall not
                                         without the Holder’s prior written consent pay, declare or set apart for such payment
                                         any dividend or other distribution (whether in cash, property, or other securities) on
                                         shares of capital stock solely in the form of additional shares of Common Stock.



 


		b.	So
                                         long as the Company shall have any obligations under this Note, the Company shall not
                                         without the Holder’s prior written consent redeem, repurchase, or otherwise acquire
                                         (whether for cash or in exchange for property or other securities) in any one transaction
                                         or series of transactions any shares of capital stock of the Company or any warrants,
                                         rights, or options to acquire any such shares. 



 


		c.	So
                                         long as the Company shall have any obligations under this Note, the Company shall not
                                         without the Holder’s prior written consent sell, lease, or otherwise dispose of
                                         a significant portion of its assets outside the ordinary course of business.



 


		6.	Issuance
                                         of Common Stock Equivalents. If the Company, at any time after the Issuance Date,
                                         shall issue any securities convertible into or exchangeable for, directly or indirectly,
                                         Common Stock (“Convertible Securities”), other than the Note, or if
                                         any rights or warrants or options to purchase any such Common Stock or Convertible Securities,
                                         shall be issued or sold at any time after the Issuance Date (collectively, the “Common
                                         Stock Equivalents”) and the aggregate of the price per share for which additional
                                         Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent,
                                         plus the consideration received by the Company for issuance of such Common Stock Equivalent
                                         divided by the number of shares of Common Stock issuable pursuant to such Common Stock
                                         Equivalent (the “Aggregate Per Common Share Price”) shall be less
                                         than the applicable Conversion Price then in effect, or if, after any such issuance of
                                         Common Stock Equivalents, the price per share for which additional Shares of Common Stock
                                         may be issuable thereafter is amended or adjusted, and such price as so amended shall
                                         make the Aggregate Per Common Share Price be less than the applicable Conversion Price
                                         in effect at the time of such amendment or adjustment, then the applicable Conversion
                                         Price upon each such issuance or amendment shall be reduced to such Aggregate Per Common
                                         Share Price (whether or not such Common Stock Equivalents are actually then exercisable,
                                         convertible or exchangeable in whole or in part) as of the earlier of (A) the date on
                                         which the Company shall enter into a firm contract for the issuance of such Common Stock
                                         Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent. No adjustment
                                         of the applicable Conversion Price shall be made under this Section 6 upon the issuance
                                         of any Convertible Security which is outstanding on the day immediately preceding the
                                         Issuance Date.



 



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		7	Reservation
                                         of Shares. The Company shall at all times, so long as any principal amount of the
                                         Note is outstanding, reserve and keep available out of its authorized and unissued shares
                                         of Common Stock, solely for the purpose of effecting the conversion of the Note, eight
                                         times the number of shares of Common Stock as shall at all times be sufficient to effect
                                         the conversion of all of the principal amount, plus Interest and Default Interest, if
                                         any, of the Note then outstanding (“Share Reserve”), unless the Holder
                                         and Company jointly stipulate otherwise in the “Irrevocable Letter of Instructions
                                         to the Transfer Agent”. So long as this Note is outstanding, upon written request
                                         of the Holder, the Company’s transfer agent shall furnish to the Holder the then-current
                                         number of common shares issued and outstanding, the then-current number of common shares
                                         authorized, the then-current number of unrestricted shares, and the then-current number
                                         of shares reserved for third parties.



 


		8.	Voting
                                         Rights. The Holder of this Note shall have no voting rights as a note holder, except
                                         as required by law, however, upon the conversion of any portion of this Note into Common
                                         Stock, Holder shall have the same voting rights as all other Common Stock holders with
                                         respect to such shares of Common Stock then owned by Holder.



 


		9.	Reissuance
                                         of Note. In the event of a conversion or redemption pursuant to this Note of less
                                         than all of the amount then due and owing under this Note, the Company shall promptly
                                         cause to be issued and delivered to the Holder, upon tender by the Holder of the Note
                                         so partially converted or redeemed, a new note of like tenor representing the remaining
                                         principal amount of this Note which has not been so converted or redeemed and which is
                                         in substantially the same form as this Note, as set forth above.



 


		10	Default
                                         and Remedies.



 


		a.	Event
                                         of Default. For purposes of this Note, an “Event of Default” shall
                                         occur upon:



 


		i.	the
                                         Company’s default in the payment of the outstanding principal, Interest or Default
                                         Interest of this Note when due, whether at Maturity, acceleration or otherwise;



		ii.	the
                                         occurrence of a Default of Conversion as set forth in Section 2(e)(v);



		iii.	the
                                         failure by the Company for ten (10) days after written notice to it from the Holder,
                                         given in accordance with the provisions of paragraph 23 hereof, to comply with any material
                                         provision of this Note not included in this Section 10(a);



		iv.	the
                                         Company’s breach of any covenants, warranties, or representations made by the Company
                                         herein;



		v.	any
                                         of the information in the DRF is false or misleading in any material respect;



		vi.	the
                                         default by the Company in any Other Agreement entered into by and between the Company
                                         and Holder, for purposes hereof “Other Agreement” shall mean, collectively,
                                         all agreements and instruments between, among or by: (1) the Company, and, or for the
                                         benefit of, (2) the Holder and/or any affiliate of the Holder, including without limitation,
                                         promissory notes;



		vii.	the
                                         cessation of operations of the Company or a material subsidiary;



		viii.	the
                                         Company pursuant to or within the meaning of any Bankruptcy Law; (a) commences a voluntary
                                         case; (b) consents to the entry of an order for relief against it in an involuntary case;
                                         (c) consents to the appointment of a Custodian of it or for all or substantially all
                                         of its property; (d) makes a general assignment for the benefit of its creditors; or
                                         (e) admits in writing that it is generally unable to pay its debts as the same become
                                         due;



		ix.	court
                                         of competent jurisdiction entering an order or decree under any Bankruptcy Law that:
                                         (a) is for relief against the Company in an involuntary case; (b) appoints a Custodian
                                         of the Company or for all or substantially all of its property; or (c) orders the liquidation
                                         of the Company or any subsidiary, and the order or decree remains unstayed and in effect
                                         for thirty (30) days;



 



    	 	6	 



     


    

 


		x.	the
                                         Company files a Form 15 with the SEC;



		xi.	the
                                         Company’s failure to timely file (or to file by such extended date as allowed under
                                         SEC rules) all reports required to be filed by it with the Securities and Exchange Commission;



		xii.	the
                                         Company’s failure to timely file all reports required to be filed by it with OTC
                                         Markets to remain a “Current Information” designated company;



		xiii.	the
                                         Company’s Common Stock is reported as “No Inside” by OTC Markets at
                                         any time while any principal, Interest or Default Interest under the Note remains outstanding;



		xiv.	the
                                         Company’s failure to maintain the required Share Reserve pursuant to the terms
                                         of the Irrevocable Letter of Instructions to the Transfer Agent;



		xv.	the
                                         Company directs its transfer agent not to transfer, or delays, impairs, or hinders its
                                         transfer agent in transferring or issuing (electronically or in certificated form) any
                                         certificate for Shares of Common Stock to be issued to the Holder upon conversion of
                                         or otherwise pursuant to this Note as and when required by this Note, or fails to remove
                                         (or directs its transfer agent not to remove or impairs, delays and/or hinders its transfer
                                         agent from removing) any restrictive legend on a certificate representing shares of Common
                                         Stock unless such restrictive legend is required because such certificate represents
                                         “restricted securities” as defined in the 1933 Act (or to withdraw and stop
                                         transfer instructions) on any certificate for any Shares of Common Stock issued to the
                                         Holder upon conversion of or otherwise pursuant to this Note as and when required by
                                         this Note (or makes any written announcement, statement or threat that it does not intend
                                         to honor its obligations pursuant to a Conversion Notice submitted by the Holder) and
                                         any such failure shall continue uncured for five (5) Business Days after the Notice Date
                                         relevant to such Conversion Notice;



		xvi.	the
                                         Company’s failure to remain current in its billing obligations with its transfer
                                         agent and such delinquency causes the transfer agent to refuse to issue Shares to Holder
                                         pursuant to a Conversion Notice;



		xvii.	the
                                         Company effectuates a reverse split of its Common Stock and fails to provide twenty (20)
                                         days prior written notice to Holder in accordance with the provisions of paragraph 23
                                         hereof of its intention to do so; or



		xviii.	OTC
                                         Markets changes the Company’s designation to ‘No Information’ (Stop
                                         Sign), ‘Caveat Emptor’ (Skull and Crossbones), or ‘OTC’, ‘Other
                                         OTC’ or ‘Grey Market’ (Exclamation Mark Sign).



		xix.	“Change
                                         of Control Transaction” means the occurrence after the date hereof of any of (a)
                                         an acquisition after the date hereof by an individual or legal entity or “group”
                                         (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934)
                                         of effective control (whether through legal or beneficial ownership of capital stock
                                         of the Company, by contract or otherwise) of in excess of 40% of the voting securities
                                         of the Company, (b) the Company merges into or consolidates with any other Person, as
                                         that term is defined in the Securities Act of 1933, as amended, or any Person merges
                                         into or consolidates with the Company and, after giving effect to such transaction, the
                                         stockholders of the Company immediately prior to such transaction own less than 60% of
                                         the aggregate voting power of the Company or the successor entity of such transaction,
                                         (c) the Company sells or transfers all or substantially all of its assets to another
                                         Person and the stockholders of the Company immediately prior to such transaction own
                                         less than 60% of the aggregate voting power of the acquiring entity immediately after
                                         the transaction, or (d) a replacement at one time or within a three year period of more
                                         than one-half of the members of the Board of Directors which is not approved by a majority
                                         of those individuals who are members of the Board of Directors on the Issuance Date (or
                                         by those individuals who are serving as members of the Board of Directors on any date
                                         whose nomination to the Board of Directors was approved by a majority of the members
                                         of the Board of Directors who are members on the date hereof) it being understood and
                                         agreed that the death or permanent disability of any member of the Board of directors
                                         shall be excluded from the foregoing considerations.



		xx.	Altering
                                         the conversion terms of any notes that are currently outstanding from the terms of such
                                         notes as in existence on the day immediately prior to the Issuance Date.



 


			The
                                         Term “Bankruptcy Law” means Title 11, U.S. Code, or any similar Federal
                                         or State Law for the relief of debtors. The term “Custodian” means
                                         any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
                                         Law.



 



    	 	7	 



     


    

 


		b.	Remedies.
                                         If an Event of Default occurs, the Holder may in its sole discretion request immediate
                                         repayment of all or any portion of the Note that remains outstanding; at such time the
                                         Company will be required to pay the Holder the Default Amount (defined herein) in cash.
                                         For purposes hereof, the “Default Amount” shall mean: the product
                                         of (A) the then outstanding principal amount of the Note, plus accrued Interest and Default
                                         Interest, multiplied by (B) 150%. If the Company fails to pay the Default Amount within
                                         five (5) Business Days of written notice that such amount is due and payable, then Holder
                                         shall have the right at any time, so long as the Company remains in default (and so long
                                         and to the extent there are a sufficient number of authorized but unissued shares), to
                                         require the Company, upon written notice, to immediately issue, in lieu of the Default
                                         Amount, the number of shares of Common Stock of the Company equal to the Default Amount
                                         divided by the Conversion Price then in effect.



 


		11.	Vote
                                         to Change the Terms of this Note. This Note and any provision hereof may only be
                                         amended by an instrument in writing signed by the Company and the Holder.



 


		12.	Lost
                                         or Stolen Note. Upon receipt by the Company of evidence satisfactory to the Company
                                         of the loss, theft, destruction or mutilation of this Note, and, in the case of loss,
                                         theft or destruction, of an indemnification undertaking by the Holder to the Company
                                         in a form reasonably acceptable to the Company and, in the case of mutilation, upon surrender
                                         and cancellation of the Note, the Company shall execute and deliver a new Note of like
                                         tenor and date and in substantially the same form as this Note; provided, however, the
                                         Company shall not be obligated to re-issue a Note if the Holder contemporaneously requests
                                         the Company to convert such remaining principal amount, plus accrued Interest and Default
                                         Interest, if any, into Common Stock.



 


		13.	Payment
                                         of Collection, Enforcement and Other Costs. If: (1) this Note is placed in the hands
                                         of an attorney for collection or enforcement or is collected or enforced through any
                                         legal proceeding; or (ii) an attorney is retained to represent the Holder of this Note
                                         in any bankruptcy, reorganization, receivership or other proceedings affecting creditors’
                                         rights and involving a claim under this Note, then the Company shall pay to the Holder
                                         all reasonable attorneys’ fees, costs and expenses incurred in connection therewith,
                                         in addition to all other amounts due hereunder.



 


		14.	Cancellation.
                                         After all principal, accrued Interest and Default Interest, if any, at any time owed
                                         on this Note has been paid in full or otherwise converted in full, this Note shall automatically
                                         be deemed canceled, shall be surrendered to the Company for cancellation and shall not
                                         be reissued.



 


		15.	Waiver
                                         of Notice. Except as otherwise specified herein and to the extent permitted by law,
                                         the Company hereby waives demand, notice, protest and all other demands and notices in
                                         connection with the delivery, acceptance, performance, default or enforcement of this
                                         Note.



 


		16.	Governing
                                         Law. This Note shall be construed and enforced in accordance with, and all questions
                                         concerning the construction, validity, interpretation and performance of this Note shall
                                         be governed by, the laws of the State of Texas, without giving effect to provisions thereof
                                         regarding conflict of laws. Each Party hereby irrevocably submits to the nonexclusive
                                         jurisdiction of the state and federal courts sitting in Texas for the adjudication of
                                         any dispute hereunder or in connection herewith or with any transaction contemplated
                                         hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in
                                         any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction
                                         of any such court, that such suit, action or proceeding is brought in an inconvenient
                                         forum or that the venue of such suit, action or proceeding is improper. Each Party hereby
                                         irrevocably waives personal service of process and consents to process being served in
                                         any such suit, action or proceeding by sending, through certified mail or overnight courier,
                                         a copy thereof to such Party at the address for such notices to it under this Note and
                                         agrees that such service shall constitute good and sufficient service of process and
                                         notice thereof. Nothing contained herein shall be deemed to limit in any way any right
                                         to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES
                                         ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF
                                         ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY
                                         TRANSACTION CONTEMPLATED HEREBY.



 






    	 	8	 



     


    

 


		17.	Remedies,
                                         Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies
                                         provided in this Note shall be cumulative and in addition to all other remedies available
                                         under this Note, at law or in equity (including a decree of specific performance and/or
                                         other injunctive relief), and no remedy contained herein shall be deemed a waiver of
                                         compliance with the provisions giving rise to such remedy and nothing herein shall limit
                                         the Holder’s right to pursue actual damages for any failure by the Company to comply
                                         with the terms of this Note. The Company covenants to the Holder that there shall be
                                         no characterization concerning this instrument other than as expressly provided herein.
                                         Amounts set forth or provided for herein with respect to payments, conversion and the
                                         like (and the computation thereof) shall be the amounts to be received by the Holder
                                         thereof and shall not, except as expressly provided herein, be subject to any other obligation
                                         of the Company (or the performance thereof).



 


		18.	Specific
                                         Shall Not Limit General; Construction. No specific provision contained in this Note
                                         shall limit or modify any more general provision contained herein. This Note shall be
                                         deemed to be jointly drafted by the Company and the Holder and shall not be construed
                                         against any person as the drafter hereof.



 


		19.	Failure
                                         or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise
                                         of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall
                                         any single or partial exercise of any such power, right or privilege preclude further
                                         exercise thereof or of any other right, power or privilege.



 


		20.	Partial
                                         Payment. No partial payment of the funding of this Note by the Holder is permitted.



 


		21.	Entire
                                         Agreement. This Note constitutes the full and entire understanding and agreement
                                         between the Parties with regard to the subject matter hereof. None of the terms of this
                                         Note can be waived or modified except by an express agreement signed by all Parties hereto.



 


		22.	Additional
                                         Representations and Warranties. The Company expressly acknowledges that the Holder,
                                         including but not limited to its officers, directors, employees, agents, and affiliates,
                                         have not made any representation or warranty to it outside the terms of this Note. The
                                         Company further acknowledges that there have been no representations or warranties about
                                         future financing or subsequent transactions between the Parties.



 


		23.	Notices.
                                         All notices and other communications given or made to the Company or to the Holder
                                         pursuant hereto shall be in writing (including electronic mail (email), facsimile or
                                         similar electronic transmissions) and shall be deemed effectively given: (i) upon personal
                                         delivery, (ii) when sent by electronic mail or facsimile, and deemed received by the
                                         relevant Party if received by such Party by the close of business in New York or Texas,
                                         as the case may be, on the date sent, (iii) five (5) days after having been sent by registered
                                         or certified mail, return receipt requested, postage prepaid or (iv) one (1) day after
                                         deposit with a nationally recognized overnight courier, specifying next day delivery.
                                         All communications between the Parties shall be sent either by email or fax and to the
                                         email addresses or facsimile numbers set forth on the signature page hereof. The physical
                                         addresses, email addresses, facsimile numbers and phone numbers provided on the signature
                                         page hereof shall be considered valid pursuant to the above stipulations and should either
                                         Party’s contact information change from that listed on the signature page, it is
                                         incumbent upon such Party to promptly inform the other Party.



 


		24.	Severability.
                                         If one or more provisions of this Note are held to be unenforceable under applicable
                                         law, such provision shall be excluded from this Note and the rest of the Note shall be
                                         enforceable in accordance with its terms.



 


		25.	Usury.
                                         If it shall be found that any interest or other amount deemed interest due hereunder
                                         violates the applicable law governing usury, the applicable rate of interest due hereunder
                                         shall automatically be lowered to equal the maximum rate of interest permitted under
                                         applicable law. The Company covenants (to the extent that it may lawfully do so) that
                                         it will not seek to claim or take advantage of any law that would prohibit or forgive
                                         the Company from paying all or a portion of the principal, Interest or Default Interest
                                         on this Note.



 


		26.	Successors
                                         and Assigns. This Note shall be binding upon all successors and assigns of the Parties
                                         hereto.



 


SIGNATURE
PAGE TO FOLLOW


 




    	 	9	 



     


    

 


IN
WITNESS WHEREOF, the Company has caused this Note to be signed by its Vice-President and Corporate Secretary on and as of
the Issuance Date.


 


Omagine,
Inc.


 


Signature:


 





	By:	/s/  Charles
    P. Kuczynski	 
	 	Charles P. Kuczynski	 
	 	Vice-President and
    Secretary	 







 


Omagine,
Inc.


136
Madison Ave, Suite, 5th Floor


New
York, NY 10016


charles.kuczynski@omagine.com


Phone:1-212-563-4141


Fax:1-212-563-3355


 


JSJ
Investments Inc.


 


Signature:


 





	By:	/s/  Sameer
    Hirji	 
	 	Sameer Hirji	 
	 	President	 




 


JSJ
Investments Inc


10830
North Central Expressway, Suite 152


Dallas
TX 75231


888-503-2599


 




    	 	10	 



     


    

 


Exhibit
1


 


Conversion
Notice


 


Reference
is made to the 12% Convertible Promissory Note issued by Omagine, Inc. (the “Note”), dated May 8, 2017 in the principal
amount of $100,000 with 12% interest. This Note currently holds a principal balance of $100,000. The Note stipulates a Conversion
Price equal to that price which is equal to 60% multiplied by the VWAP of the Common Stock during the Pricing Period (as such
capitalized terms are defined in the Note).


 


In
accordance with and pursuant to the Note, the undersigned hereby elects to convert $_________of the principal/interest
balance of the Note (the “Conversion Amount”), indicated below into shares of Common Stock (the “Common
Stock”), of the Company, by tendering the Note specified as of the date specified below.


 


Conversion
Date: _______________________


 


Pricing
Period: _____________________________


 


Please
confirm the following information:


 


Conversion
Amount: $ ___________________


 


VWAP
of the Common Stock during the Pricing Period: $ __________


 


Conversion
Price: $ __________________(60% multiplied by lowest trading price during Pricing Period of $ _________)


 


Number
of Shares of Common Stock to be issued: __________________________


 


Number
of issued & outstanding shares of 


Common
Stock on the day immediately prior to this Conversion Date: _________________


 


If
the Issuer is DWAC eligible, please issue the Shares of Common Stock into which the Conversion Amount is being converted in the
name of the Holder of the Note and transfer the shares electronically to:


 


[BROKER
INFORMATION]


 


	

        Holder
        Authorization:

        JSJ
        Investments Inc.

        10830
        North Central Expressway, Suite 152

        Dallas,
        TX 75231

        888-503-2599

        Tax
        ID: 20-2122354

         

        Sameer
        Hirji, President

         

        [DATE]
	*
    Do not send certificates to this address


 


[CONTINUED
ON NEXT PAGE]


 




    	 	11	 



     


    

 


PLEASE
BE ADVISED, pursuant to Section 2(e)(ii) of the Note:


 


Upon
receipt by the Company of a Conversion Notice, the Company shall as soon as practicable, but in no event later than one (1) Business
Day after the relevant Notice Date, SEND IN ACCORDANCE WITH THE PROVISIONS OF PARAGRAPH 23 HEREOF A CONFIRMATION OF RECEIPT
OF SUCH CONVERSION NOTICE TO THE HOLDER INDICATING THAT THE COMPANY WILL PROCESS SUCH CONVERSION NOTICE IN ACCORDANCE WITH THE
TERMS HEREIN. On or before the relevant Conversion Date the Company shall have issued and electronically transferred the relevant
Shares to the Broker indicated in the Conversion Notice and should the Company be unable to transfer such Shares electronically,
it shall have, on or before the relevant Conversion Date, surrendered to an overnight courier for delivery the next day to the
Holder at the Holder’s address as specified in the Conversion Notice, a certificate registered in the name of the Holder
for the number of such Shares.


 


	Signature:	 
	 	 
	 	 
	Charles P. Kuczynski	 
	Vice-President & Secretary	 
	Omagine, Inc.	 




 


 


12