Exhibit 10.62


 


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 8, 2017


	$146,000	November
    2, 2017


 


1. Omagine,
Inc., a Delaware corporation (the “Company”), for value received, hereby promises to pay to Jeffrey A. Grossman (the
“Lender”) the principal sum of One Hundred Forty Six Thousand Dollars ($146,000) on December 8, 2017 (the “Maturity
Date”), and to pay interest (computed on the basis of a 365-day year) from November 2, 2017 on the unpaid balance of such
principal amount from time to time outstanding at the rate of twelve percent (12%) 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.If this Note is not paid in full on or before the Maturity Date, the Lender shall have the right, at his
option, to convert all or any portion of the unpaid principal amount of this Note (if any) 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 (a) ten cents ($0.10) per share at any time subsequent to the Maturity Date and prior to December 15, 2017,
or (b) five cents ($0.05) per share on or after December 15, 2017, or (c) the lowest price at which any party purchases Common
Stock or equivalents directly from the Company, or the lowest stated or modified conversion price in any Note issued by the Company,
or the lowest stated or modified exercise price in any option or warrant to purchase Common Stock issued by the Company (the foregoing
a, b, or c being the “Conversion Price”). Upon such conversion, subject to the provisions of Section 2(c) below, the
Lender shall be entitled to that number of shares of Common Stock determined by dividing (x) the then outstanding unpaid principal
amount of this Note and accrued interest thereon (the “Conversion Amount”) by (y) the Conversion Price provided,
however, that in no event shall the Lender be entitled to convert any portion of this Note in excess of that portion of
this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Lender and his
affiliates, if any, and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with
respect to which the determination of this proviso is being made, would result in beneficial ownership by the Lender and his affiliates,
if any, of more than 4.99% of the outstanding shares of Common Stock (the “Limitation”) without the written permission
of the Company, which permission the Company may or may not grant at its sole discretion. For purposes of the proviso in the immediately
preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder. The number of shares of Common Stock to be
issued upon conversion of this Note shall be determined by dividing the Conversion Amount by the applicable Conversion Price then
in effect on the date specified in the Conversion Notice, (as defined below).







 






     


     


    

 


In
order to exercise this optional conversion privilege, the Lender 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 (except in the case of a Limitation as described above in this Clause) the Lender elects
to convert all or any portion of the entire principal amount then outstanding of this Note and accrued interest. Such notice shall
also state the amount to be converted and 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. If less than the entire principal amount then outstanding
is converted, in the case of a Limitation as described above in this clause or by Lender’s election, the Company shall cancel
this Note and reissue an identical note in the account of the remaining principal amount outstanding after any such conversion.


 


(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 Lender shall be entitled to receive upon a conversion of this Note the number of shares
of Common Stock which such Lender 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 Lender, at such Lender’s 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.


 






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(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 Lender 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 Lender 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 for all of the then outstanding principal amount of this Note 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 Lender to receive shares of Common Stock in exchange therefor. This Note,
when so surrendered for conversion, shall be cancelled. Immediately upon surrender of this Note for conversion of less than the
full principal amount of this Note then outstanding as herein provided, the Company shall cancel the original Note and reissue
a new note to the Lender for the remaining balance of the Note, and 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
Lender to receive (i) shares of Common Stock in exchange therefor and (ii) the new note for the remaining principal balance of
this Note. The new note will have the same terms of the Note as amended hereby.


 


(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 Lender 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”).


 


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.


 






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(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 Lender, subject to the right of the Lender to convert
the outstanding principal and accrued interest prior to such payment and 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
Lender and the Lender shall have seven (7) 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 Lender 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 Lender, 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


 


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


 






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6.Representations
and Warranties.The Company represents and warrants to the Lender 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; and


 


(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.


 


(e) while
this Note is outstanding in whole or in part, the Company agrees to not issue any new common stock or equivalents, including new
stock options, warrants or SARs, to Company management or directors until the Company’s majority owned subsidiary, Omagine
LLC, a limited liability company in the Sultanate of Oman (“LLC”), has received a minimum investment of fifteen million
U.S. dollars ($15,000,000) (except for the payment that the Company is required to make to its three independent directors in
restricted common shares on an annual basis with the next restricted common stock payment due them in January 2018). Similarly,
the Company may not extend or reprice existing stock options, warrants, SARs held by Company management or directors (except for
the Strategic Options, Strategic Warrants and Strategic SARs which may be extended but not repriced). Further, while this Note
is outstanding in whole or in part, the Company may not allow for the conversion of any accrued salary or accrued independent
director fees into the Company’s common stock until the $15,000,000 LLC investment milestone has been achieved. For clarity,
this Section 6(e) is designed to prohibit Company management from receiving any new common stock or derivatives, or repricing
of any existing derivatives until LLC receives the minimum $15,000,000 investment, but does not preclude the Company from issuing
stock to other non-management persons or entities in its normal course of business.


 






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7.Representations
and Warranties of the Lender.The Lender hereby represents and warrants to the Company as follows:


 


(a) The
Lender is acquiring this Note and any shares that may be issuable upon conversion hereof, for his 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 Lender has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness
or commitment providing for the disposition thereof.


 


(b) The
Lender has full power and authority to enter into and perform his obligations under this Note in accordance with its respective
terms. The Lender has made detailed inquiry concerning the Company, its business and its personnel. The Lender 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, 2016 (the “10-K”) and the Company’s filing on Form 10-Q with the SEC
for the quarterly period ended June 30, 2017 (the “10-Q”). The officers of the Company have provided the Lender the
opportunity to ask questions and receive answers concerning the 10-K and the 10-Q 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 Lender. The Lender has adequate
net worth and means of providing for his current needs and personal contingencies and the Lender is able to sustain a complete
loss of their investment in the Company. The Lender’s overall commitment to investments which are not readily marketable
is not disproportionate to their net worth and the Lender’s investment in this Note will not cause such overall commitment
to become excessive.


 


(c) The
Lender 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 the Lender 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 Lender, and his 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 Lender.


 


(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 Lender 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:
	 	 	 
	 	Jeffrey
    A. Grossman	Omagine,
    Inc.
	 	35
    Rochelle Drive	136
    Madison Avenue
	 	New
    City, NY 10956-5852	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 Lender 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.


 


(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 Lender.


 






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IN
WITNESS WHEREOF, the Company has caused this Note to be executed and delivered in its name as of the date first written above.


 


Omagine,
Inc.


 


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


 






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Exhibit
A 


  


Form
10-K for the year ended December 31, 2016 (the “10-K”):


 


https://www.sec.gov/Archives/edgar/data/820600/000121390017003771/f10k2016_omagineinc.htm


 


 


 


Form
10-Q for the quarterly period ended June 30, 2017 (the “10-Q”):


 


https://www.sec.gov/Archives/edgar/data/820600/000121390017008978/f10q0617_omagineinc.htm


 


 


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