Exhibit
10.1


 












	 	2ND AMENDMENT AGREEMENT	 



 


 


This
amendment agreement dated as of September 20, 2016 (the “2nd Amendment Agreement”) is between YA II
PN, LTD. (formerly, YA GLOBAL MASTER SPV LTD.), a Cayman Islands exempt limited partnership (the “Investor”),
and OMAGINE, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”).
Each of the Investor and the Company are sometimes referred to herein as a "Party" or collectively as the "Parties".


 


This
2nd Amendment Agreement is an amendment to that certain agreement between the Parties dated as of April 22, 2014, as
amended (the “2014 SEDA Agreement”). All capitalized terms in this 2nd Amendment Agreement shall, unless
otherwise indicated herein, have the meanings assigned to them in the 2014 SEDA Agreement.


 


The
Parties hereby agree as follows:


 


		1)	As
                                         a result of a name change by the Investor, the Investor shall be referred to as YA II
                                         PN, LTD. in all instances for purposes of the 2014 SEDA Agreement.
	 	 	 
		2)	Section
                                         4 of the 2014 SEDA Agreement shall be amended by adding an additional clause 4.24 as
                                         follows:
	 	 	 
	 	 	Section
                                         4.24. OFAC Representations. Neither the Company, nor any subsidiary of the Company,
                                         nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate
                                         of the Company or any subsidiary of the Company, is a Person that is, or is owned or
                                         controlled by a Person that is:



 


		(a)	on
                                         the list of Specially Designated Nationals and Blocked Persons maintained by OFAC from
                                         time to time;
	 	 	 
		(b)	the
                                         subject of any Sanctions;
	 	 	 
		(c)	has
                                         a place of business in, or is operating, organized, resident or doing business in a country
                                         or territory that is, or whose government is, the subject of Sanctions Programs (including
                                         without limitation Crimea, Cuba, Iran, North Korea, Sudan and Syria).



 


		3)	Section
                                         6 of the 2014 SEDA Agreement shall be amended by adding an additional clause 6.18 as
                                         follows:
	 	 	 
	 	 	Section
                                         6.18. Use of Proceeds and Compliance with Laws. Neither the Company nor any subsidiary
                                         of the Company will, directly or indirectly, use the proceeds of the transactions contemplated
                                         herein, or lend, contribute, facilitate or otherwise make available such proceeds
                                         to any Person (i) to fund, either directly or indirectly, any activities or business
                                         of or with any Person that is identified on the list of Specially Designated Nationals
                                         and Blocked Persons maintained by OFAC, or in any country or territory, that, at the
                                         time of such funding, is, or whose government is, the subject of Sanctions or Sanctions
                                         Programs, or (ii) in any other manner that will result in a violation of Sanctions. The
                                         Company shall comply with all Applicable Laws and will not take any action which will
                                         cause the Investor to be in violation of any such laws
	 	 	 
		4)	For
                                         the purposes of Section 2 and Section 3 of this 2nd Amendment Agreement, the
                                         terms Applicable Laws, OFAC, Sanctions, and Sanctions Programs, shall have the meanings
                                         set forth below:



 


“Applicable
Laws” shall mean all applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies,
guidelines and codes having the force of law, whether local, national, or international, as amended from time to time, including
without limitation (i) all applicable laws that relate to money laundering, terrorist financing, financial record keeping and
reporting, (ii) all applicable laws that relate to anti-bribery, anti-corruption, books and records and internal controls, including
the United States Foreign Corrupt Practices Act of 1977, and (iii) any Sanctions laws.


 


“OFAC”
shall mean the U.S. Department of Treasury’s Office of Office of Foreign Asset Control.


 






    	 	1	 



     

    

 


“Sanctions”
means any sanctions administered or enforced by OFAC, the U.S. State Department, the United Nations Security Council, the European
Union, Her Majesty’s Treasury, or other relevant sanctions authority.


 


“Sanctions
Programs” means any OFAC economic sanction program (including, without limitation, programs related to Crimea, Cuba,
Iran, North Korea, Sudan and Syria).


 


		5)	The
                                         Parties desire to extend the commitment under the 2014 SEDA Agreement for two years and
                                         to extend the expiration date of the 2014 SEDA Agreement (from February 1, 2017 to February
                                         1, 2019) and in order to carry out the foregoing, the Parties hereby agree that Section
                                         10.02(a) of the 2014 SEDA Agreement shall be deleted in its entirety and replaced with
                                         the following:



 


		(a)	Unless
                                         earlier terminated as provided hereunder, this Agreement shall terminate automatically
                                         on the earliest of (i) February 1, 2019, or (ii) the date on which the Investor
                                         shall have made payment of Advances pursuant to this Agreement in the aggregate amount
                                         of the Commitment Amount.



 


		6)	As
                                         consideration for the 2 year extension to the commitment and expiration date under the
                                         2014 SEDA Agreement, the Company shall pay to YA Global II SPV, Ltd. (as designee of
                                         YA II PN, LTD.) a commitment extension fee of $150,000 by issuing that number (N) of
                                         restricted shares of the Company’s Common Stock to YA Global II SPV, Ltd. within
                                         three business days of the date hereof (or as promptly thereafter as is reasonably possible)
                                         such that N is equal to $150,000 divided by the VWAP of the Company’s Common Stock
                                         for the Trading Day immediately prior to the date hereof.
	 	 	 
		7)	All
                                         other terms and conditions of the 2014 SEDA Agreement remain in full force and effect.



 


IN
WITNESS WHEREOF, the Parties have executed this 2nd Amendment Agreement as of the date first above written.


 


	 	COMPANY:
	 	 
	 	Omagine,
    Inc. 
	 	 	 

	 	By: 	/s/ Charles
    P. Kuczynski
	 	Name:	Charles
    P. Kuczynski
	 	Title:	Vice-President
	 	 	

	 	INVESTOR:
	 	 
	 	YA
    II PN, LTD. 
	 	 	 
	 	By:	Yorkville
    Advisors Global, LP
	 	Its:	Investment
    Manager
	 	 	 
	 	By:	Yorkville
    Advisors Global, LLC
		Its:	General
                                         Partner 

        

	 	 	 
	 	By:	/s/
    Matt Beckman
	 	Name:	Matt
    Beckman


 


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