Exhibit 10.44


 


 





THIS NOTE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE IS SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 3 OF THIS
NOTE.


OMAGINE, INC.


Convertible Promissory Note Due
December 24, 2016


 


	$100,000	August 24, 2016






1.       Omagine,
Inc., a Delaware corporation (the “Company”), for value received, hereby promises to pay to SMAT Corp. (the “Lenders”)
the principal sum of One Hundred Thousand Dollars ($100,000) on December 24, 2016 (the “Maturity Date”), and to pay
interest (computed on the basis of a 365-day year) from August 24, 2016 on the unpaid balance of such principal amount from time
to time outstanding at the rate of five percent (5%) per annum, such interest to be due and payable on the Maturity Date, in each
such case subject to earlier conversion pursuant to the provisions of Section 2 of this Note.


2.       Conversion.This
Note shall be subject to conversion as set forth below:


(a)       General.


(i)Optional
Conversion.The Lenders shall have the right, at their option, to convert the entire outstanding principal amount of
this Note and accrued interest thereon into fully-paid and non-assessable shares of the Company’s $0.001 par value per share
common stock, (“Common Stock”), at the conversion price of seventy-five cents ($0.75) per share (the “Conversion
Price”) at any time prior to and including the Maturity Date. Upon such conversion, subject to the provisions of Section
2(c) below, the Lenders shall be entitled to that number of shares of Common Stock determined by dividing (x) the then outstanding
principal amount of this Note and accrued interest thereon by (y) the Conversion Price. In order to exercise this optional conversion
privilege, the Lenders shall surrender this Note to the Company during usual business hours at the Company’s principal executive
office, accompanied by written notice (a “Conversion Notice”) in form satisfactory to the Company that the Lenders
elect to convert the entire principal amount then outstanding of this Note and accrued interest. Such notice shall also state
the name or names (with address) in which the certificate or certificates for shares of Common Stock that shall be issuable on
such conversion shall be issued. No partial optional conversions of this Note for amounts less than the entire principal amount
outstanding at the time of such conversion shall be permitted.



    	 		 



    	 



    

 


(ii)Adjustment
of Conversion Price.In case the Company shall:


		(1)	declare a dividend of Common Stock on its Common Stock,



		(2)	subdivide outstanding Common Stock into a larger number of shares of Common Stock by reclassification,
stock split or otherwise,



		(3)	combine outstanding Common Stock into a smaller number of shares of Common Stock by reclassification
or otherwise,



then, the number of shares of Common
Stock issuable upon conversion of this Note immediately prior to any such event shall be adjusted proportionately so that thereafter
the Lenders shall be entitled to receive upon a conversion of this Note the number of shares of Common Stock which such Lenders
would have owned after the happening of any of the events described above had this Note been converted immediately prior to the
happening of such event, provided that the Conversion Price shall in no event be reduced to less than the par value of the shares
issuable upon conversion.


Any adjustment made pursuant to
this Section 2(a)(ii) shall become effective immediately after the record date in the case of a dividend and shall become effective
immediately after the effective date in the case of a subdivision or combination. In case the Company proposes to take any action
referred to in this Section 2(a)(ii), or to effect the liquidation, dissolution or winding up of the Company, then the Company
shall cause notice thereof to be mailed to the Lenders, at such Lenders’ address appearing in this Note, at least twenty
(20) days prior to the date on which the transfer books of the Company shall close or a record be taken for such stock dividend
or the date when such reclassification, liquidation, dissolution or winding up shall be effective, as the case may be.


(b)       Mechanics
of Conversion.


(i)       When
surrendered for conversion, this Note shall be duly endorsed by, or accompanied by instruments of transfer in form satisfactory
to the Company duly executed by, the Lenders or their duly authorized attorney. As promptly as practicable after the surrender
of this Note for conversion, the Company shall deliver or cause to be delivered to the Lenders a certificate or certificates for
the number of full shares of Common Stock issuable upon the conversion of this Note in accordance with the provisions hereof.


(ii)       Immediately
upon surrender of this Note for conversion as herein provided, this Note shall no longer be deemed to be outstanding and all rights
with respect to this Note shall immediately cease and terminate on the conversion date, except only the right of the Lenders to
receive shares of Common Stock in exchange therefor. This Note, when so surrendered for conversion, shall be cancelled.


(c)        Fractional Shares.No
fractional shares of Common Stock shall be issuable upon conversion of this Note but, in lieu thereof, all such fractional shares,
if any, shall be rounded up to the nearest whole share amount.


(d)       Securities
Act of 1933. Upon conversion of this Note, the Lenders may be required to execute and deliver to the Company an instrument,
in form satisfactory to the Company, representing that the shares issuable upon conversion hereof are being acquired for investment
and not with a view to distribution within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).






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3.       Requirements
for Transfer.


(a)       The
shares of Common Stock into which the outstanding principal amount of this Note together with accrued interest thereon may be converted
shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act, or (ii) the
Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect
that such sale or transfer is exempt from the registration requirements of the Securities Act.


(b)       Each
certificate representing the shares of Common Stock into which the outstanding principal amount of this Note together with accrued
interest thereon may be converted shall bear a legend substantially in the following form:


“The securities represented
by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be transferred, pledged
or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company
is obtained to the effect that such registration is not required.” 


(c)       This
Note shall not be assigned or transferred, voluntarily or by operation of law. Any attempted assignment or transfer shall be void.


4.        Prepayment of Principal.The
principal indebtedness represented by this Note, together with all unpaid accrued interest thereon, may be prepaid at any time
in whole or in part, without the consent of the Lenders, subject to the right of the Lenders to convert the outstanding principal
and accrued interest in accordance with Section 2 hereof. Prior to making any payment hereunder, the Company shall give a
written notice of its intention to do so (“Payment Notice”) to the Lenders and the Lenders shall have five (5) days
after receipt by them of such Payment Notice to give a Conversion Notice to the Company. Absent receipt by the Company of such
timely Conversion Notice, the Company may pay Lenders the amount specified in such Payment Notice.


5.       Default.The
entire unpaid principal of this Note and the interest then accrued on this Note shall become and be immediately due and payable
upon written demand of the Lenders, without any other notice or demand of any kind or any presentment or protest, if any one of
the following events (each, an “Event of Default”) shall occur and be continuing at the time of such demand, whether
voluntarily or involuntarily, or, without limitation, occurring or brought about by operation of law or pursuant to or in compliance
with any judgment, decree or order of any court or any order, rule or regulation of any governmental body:


(a)       If
default shall be made in the payment on the Maturity Date of any portion of principal on this Note, or of any portion of interest
on this Note, and if any such default shall remain un-remedied for ten (10) days; or


(b)      If
the Company (i) makes a composition or an assignment for the benefit of creditors, (ii) applies for, consents to, acquiesces in,
or files a petition seeking a reorganization, arrangement with creditors or other remedy, relief or adjudication available to
or against a bankrupt, insolvent or debtor under any bankruptcy or insolvency law or any law affecting the rights of creditors
generally (an “Insolvency Event”) or admits (by answer, default or otherwise) to an Insolvency Event or to the material
allegations of a petition filed against it seeking the appointment of a trustee, receiver or liquidator, in bankruptcy or otherwise,
of itself or of all or a substantial portion of its assets, or (c)If an order for relief shall have been entered by a bankruptcy
court or if a decree, order or judgment shall have been entered adjudging the Company insolvent, or appointing a receiver, liquidator,
custodian or trustee, in bankruptcy or otherwise, for it or for all or a substantial portion of its assets, or approving the winding-up
or liquidation of its affairs on the grounds of insolvency or nonpayment of debts, and such order for relief, decree, order or
judgment shall remain un-discharged or un-stayed for a period of sixty (60) days; or if any substantial part of the property of
the Company is sequestered or attached and shall not be returned to the possession of the Company or released from such attachment
within sixty (60) days; or



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(d)       If
the Company shall fail to perform any covenant, condition or agreement under this Note; or


6.       Representations and
Warranties.The Company represents and warrants to the Lenders that:


(a)       the
Company is duly organized, validly existing, and in good standing under the laws of the State of Delaware and is duly qualified
and in good standing in every other jurisdiction where the nature of its business or the location or ownership of its properties
requires such qualification;


(b)       the
Company has the full corporate power and authority to execute and deliver this Note and to perform all of its obligations hereunder,
and all necessary corporate action has been taken to execute and deliver this Note and to make the borrowings hereunder;


(c)       this
Note constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization or similar laws generally affecting the enforcement of the
rights of creditors;


(d)       the
execution, delivery and performance by the Company of this Note do not (i) violate any provisions of the Company’s Certificate
of Incorporation, bylaws or any contract, agreement, law, regulation, order, decree or writ to which the Company or any of its
properties are subject, or (ii) require the consent or approval of any person, entity or authority that has not been obtained,
including, without limitation, any regulatory authority or governmental body of the United States of America or any state thereof.


7.       Representations and
Warranties of the Holder.The Lenders hereby represent and warrant to the Company as follows:


(a)       The
Lenders are acquiring this Note and any shares that may be issuable upon conversion hereof, for their own account for investment
purposes and not with a view to, or in connection with, any sale or distribution thereof, nor with any present intention of selling
or distributing the same; and the Lenders have no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness
or commitment providing for the disposition thereof.


(b)       The
Lenders have full power and authority to enter into and perform their obligations under this Note in accordance with its respective
terms. The Lenders have made detailed inquiry concerning the Company, its business and its personnel. The Lenders have carefully
reviewed the Company’s most recent filing on Form 10-K with the Securities & Exchange Commission (“SEC”)
for the fiscal year ended December 31, 2015 (the “10-K”). The officers of the Company have provided the Lenders the
opportunity to ask questions and receive answers concerning the 10-K and the terms and conditions of the offering of this Note
and to obtain any additional information that the Company possesses or can acquire without unreasonable effort or expense that
is necessary to verify the accuracy of information provided by the Company to the Lenders. The Lenders have adequate net worth
and means of providing for their current needs and personal contingencies and the Lenders are able to sustain a complete loss of
their investment in the Company. The Lenders’ overall commitment to investments which are not readily marketable is not disproportionate
to their net worth and the Lenders’ investment in this Note will not cause such overall commitment to become excessive.


(c)       Each
of the Lenders is an Accredited Investor within the definition set forth in Rule 501(a) of the Securities Act.


(d)       the
Company may take and act in accordance with the written instructions of either or both of the Lenders with respect to any matter
between the parties pursuant to this Note.



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8.        General.


(a)       Successors
and Assigns. This Note and the obligations and rights of the Company hereunder shall be binding upon and inure to the benefit
of the Company, the Lenders, and their respective heirs, successors and permitted assigns.


(b)       Recourse.
Recourse under this Note shall be to the general unsecured assets of the Company only and in no event to the officers, directors
or stockholders of the Company.


(c)       Changes.
Changes in or additions to this Note may be made, or compliance with any term, covenant, agreement, condition or provision set
forth herein may be omitted or waived (either generally or in a particular instance and either retroactively or prospectively),
only upon the written consent of the Company and the Lenders.


(d)       Currency.
All payments shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender
therein for the payment of public and private debts.


(e)       Notices.
All notices, requests, consents and demands shall be made in writing and shall be mailed postage prepaid, or delivered by hand,
to the Company or to the Lenders at their respective addresses set forth below or to such other address as may be furnished in
writing to the other party hereto:


	 	If to the Lender:	 	If to the Company:
	 	 	 	 
	 	SMAT Corp.	 	Omagine, Inc.
	 	2875 NE 191st Street	 	136 Madison Avenue
	 	Aventura, FL 33180-2831	 	5th Floor
	 	 	 	New York,
NY 10016
	 	 	 	Attention:
President






(f)       Saturdays,
Sundays, Holidays.If any date that may at any time be specified in this Note as a date for the making of any payment
of principal or interest under this Note shall fall on Saturday, Sunday or on a day which in the City of New York, New York shall
be a legal holiday, then the date for the making of that payment shall be the next subsequent day which is not a Saturday, Sunday
or legal holiday.


(g)      No
Rights as Stockholder.Until the conversion of this Note, the Lenders shall not have or exercise any rights by virtue
hereof as a stockholder of the Company.


(h)       Governing
Law. This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by,
the laws of the State of New York.


(i)        Headings.
The headings in this Note are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision
hereof.






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(j)       Corporate
Approvals. Upon receipt of a Conversion Notice pursuant to Section 2 of this Note, the Company covenants and agrees to
take such actions as shall be necessary to properly issue such number of shares of Common Stock as shall be necessary to give full
effect to the conversion privileges of the Lenders.


(k)      Prevailing
Party.In the event it becomes necessary to enforce this Note, or any of the provisions contained herein, the prevailing
party shall be entitled to recover all fees and costs including reasonable attorney fees, court costs and costs of appeal.


(l)       Jurisdiction/Venue.
The jurisdiction of any matter pertaining to the enforcement or interpretation of this Note shall be the laws of the State of Florida
and any venue pertaining to any litigation involving this Note or the provisions contained therein shall be in Broward County,
Florida.


IN
WITNESS WHEREOF, the Company has caused this Note to be executed and delivered in its name as of August 24, 2016.





	 	Omagine,
Inc.
	 	 
	 	By: 	/s/ Charles
P. Kuczynski
	 	 	Charles
P. Kuczynski
Vice
President and Secretary



 








 






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Exhibit
A


Form
10-K – December 31, 2015


 






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