Exhibit 10.5


 


AMENDMENT
AGREEMENT


 


This
amendment agreement dated as of December 30, 2015 (the “Amendment Agreement”) is an amendment to that certain consulting
agreement (the “March Agreement”) dated March 19, 2007 between Omagine, Inc., a Delaware corporation (the “Company”)
and Sam Hamdan, an individual (“Hamdan”).


 


The
Company and Hamdan acknowledge that the March Agreement was most recently amended on December 30, 2014 and pursuant to such amendment,
the expiration date for Hamdan’s 750,000 stock options (the “January 2012 Options”) was extended to December
31, 2015.


 


All
capitalized terms in this Amendment Agreement shall, unless otherwise indicated herein, have the meanings assigned to them in
the March Agreement.


 


The
Parties hereby agree as follows:


 


		1)	The
                                         words in Section 2(ii) of the March Agreement are hereby deleted in their entirety and
                                         replaced by the following words: “December 31, 2016, or” , and



 


		2)	The
                                         expiration date of Hamdan’s 750,000 January 2012 Options is extended from December
                                         31, 2015 to December 31, 2016, and



 


		3)	The
                                         Company granted an additional 250,000 Options to Hamdan on December 29, 2014 which vested
                                         on the grant date and are identical in all respects to the January 2012 Options, are
                                         exercisable at $2.55 per share and expire on December 31, 2016, and



 


		4)	All
                                         other terms and conditions of the March Agreement remain in full force and effect.



 


IN
WITNESS WHEREOF, the Parties have executed this Amendment Agreement as of December 30, 2015.


 


	Sam Hamdan	 	Omagine, Inc.
	 	 	a
Delaware corporation




 





	By:	/s/ Sam Hamdan	 	By:	/s/ Frank J. Drohan
	 	Sam Hamdan	 	 	Frank J. Drohan
	 	 	 	 	President




 






    


     


    

 


Exhibit
A


 


CASHLESS
EXERCISE OF DECEMBER 2011 OPTIONS


 


January
2012 Options which are vested may be exercised in whole or in part by Hamdan at any time on any Business Day on or after the opening
of business on January 2, 2012 and prior to 5 P.M. Eastern Time in the United States on December 31, 2012 (the “Expiration
Date”):


 


		i.	by
                                         delivery of a written notice to the Company (the “Exercise Notice”), of Hamdan’s
                                         election to exercise such January 2012 Options, which notice shall specify the number
                                         of shares of Common Stock (“Shares”) to be purchased, payment to the
                                         Company of an amount equal to $1.70 per Share multiplied by the number of Shares for
                                         which the January 2012 Options are being exercised  (the “Aggregate Exercise
                                         Price”) in cash or wire transfer of immediately available funds and the surrender
                                         of the relevant certificate representing such January 2012 Options (or an indemnification
                                         undertaking with respect to such January 2012 Options in the case of the loss, theft
                                         or destruction of such certificate). Such documentation and payment shall be delivered
                                         by Hamdan to a common carrier for overnight delivery to the Company as soon as practicable
                                         following such date, but in no event later than one business day prior to the Expiration
                                         Date (“Cash Basis”) or



 


		ii.	by
                                         delivering an Exercise Notice and in lieu of making payment of the Aggregate Exercise
                                         Price in cash or wire transfer, elect instead to receive upon such exercise the “Net
                                         Number” of shares of Common Stock determined according to the following formula
                                         (the “Cashless Exercise”):



 


	Net Number	  =  (A x B) – (A x C)
	 	                   B




 


For
purposes of the foregoing formula:


 


		A
                                         =	the
                                         total number of Shares with respect to which the relevant January 2012 Options are then
                                         being exercised.



		B
                                         =	the
                                         Closing Bid Price of the Common Stock on the date of exercise of the relevant January
                                         2012 Options.



		C
                                         =	the
                                         Exercise Price. The Parties agree that the Exercise Price is one dollar and seventy cents
                                         ($1.70) in United States currency.