Exhibit 10.1


 


ST. GEORGE INVESTMENTS LLC

303 EAST WACKER DRIVE, SUITE 1040

CHICAGO, IL 60601


 






January 19, 2018


VIA EMAIL


Omagine, Inc.


Attn: Charles Kuczynski


136 Madison Avenue, 5th Floor


New York, NY 10016


Email: charles.kuczynski@omagine.com


 


RE:      BREACH OF CONVERTIBLE PROMISSORY NOTE


 


Dear Mr. Kuczynski:


I write in connection with
that certain Convertible Promissory Note (the "Note') dated November 14, 2016 issued by Omagine, Inc., a Delaware corporation
("Borrower"), in favor of St. George Investments LLC, a Utah limited liability company ("Lender"), in the original
principal amount of $185,000.00. The Note was issued pursuant to that certain Note Purchase Agreement (the "Purchase Agreement")
dated November 14, 2016 by and between Borrower and Lender. Capitalized terms used in this letter without definition shall have
the meanings given to them in the Note.


Section 4.2 of the Note provides
that upon the occurrence of any Event of Default, Lender may elect to increase the Outstanding Balance of the Note by applying
the Default Effect (as defined below) via written notice to Borrower without accelerating the Outstanding Balance. Lender hereby
submits this default letter to Borrower to increase the Outstanding Balance of the Note in connection with the event described
below.


Event of Default


Pursuant to Section 4.1(a)
of the Note, an Event of Default occurs if Borrower fails to make a required payment when due under the Note. Borrower was obligated
to pay the Outstanding Balance on or before January 17, 2018 (the "Maturity Payment"). Borrower failed to make the Maturity
Payment, thus, an Event of Default has occurred pursuant to Section 4.1(a) of the Note (the "Maturity Default") as of
January 17, 2018.


Remedies and Elections


On January 17, 2018, due to
the Maturity Default and pursuant to Section 1.1 of the Note, the Outstanding Balance began accruing interest at the default interest
rate of 22% per annum, compounding daily and calculated on the basis of a 360-day year.


Pursuant to Section 4.2 of
the Note, upon the occurrence of any Event of Default, Lender may elect to increase the Outstanding Balance by applying the Default
Effect as of the date of the occurrence of the applicable Event of Default. The Default Effect for Minor Defaults is equal to
the Outstanding Balance multiplied by 105% and for Major Defaults is equal to the Outstanding Balance multiplied by 115%. Because
the Maturity Default is a Major Default, the Default Effect for the Maturity Default is equal to $27,750.00 ($185,000.00 * 15%).


 



    

     

    




ST. GEORGE INVESTMENTS
LLC

303 EAST WACKER DRIVE, SUITE 1040

CHICAGO, IL 60601


 






 


After the accrual of interest at
the default rate from January 17, 2018 until the date hereof, and after the application of the Default Effect, the Outstanding
Balance of the Note as of the date hereof is $213,123.30.


For the avoidance of doubt, the aforementioned
Default Effect has only been applied with respect to one Major Default and may still be applied to two Major Defaults and three
Minor Defaults, to the extent any Default occurs after the date hereof or Lender becomes aware of any other Default that occurred
prior to the date hereof.


Notwithstanding anything to the contrary
herein, Lender reserves all rights and remedies available to it under the Note and the other Transaction Documents with respect
to any Event of Default thereunder. Moreover, any failure or delay by Lender to exercise any right, power, or remedy under the
Note or at law shall not constitute a waiver of such right, power, or remedy. If there are any inconsistencies between this Notice
and the Transaction Documents, the Transaction Documents shall govern.


If you have any questions, please
contact me at jfife@chicagoventure.com or at (312) 297-7001 or Chris Stalcup at cstalcup@chicagoventure.com
or at (312) 297-7019.


[SIGNATURE PAGE FOLLOWS]


 









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ST. GEORGE INVESTMENTS LLC

303 EAST WACKER DRIVE, SUITE 1040

CHICAGO, IL 60601


 



 


 


	 	 	Sincerely,
	 	 	 
	 	 	ST. GEORGE INVESTMENTS LLC
	 	 	 
	 	 	BY: Fife Trading, Inc., its Manager
	 	 	 
	 	 	BY:	/s/ John Fife
	 	 	 	John Fife, President
	 	 	 



 


		cc:	J.
                                         Hansen — Hansen Black Anderson Ashcraft PLLC (v email only)

                                         C. Kuczynski — Omagine, Inc.





 






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