Exhibit
10.32


 


OMAGINE,
INC.


2014
STOCK OPTION PLAN (AS AMENDED)


 





 



 


This
Omagine, Inc. 2014 Stock Option Plan (the "Plan") is designed
to retain directors, executives and selected employees and consultants and reward them for making major contributions to the success
of Omagine, Inc. (the “Company”). These objectives are accomplished by making long-term incentive awards under
the Plan thereby providing Participants (as defined below) with a proprietary interest in the growth and performance of the Company.


 


		1.	Definitions.

                                         




		(a)	“Appreciation
                                         Award” – This term shall refer to Options and Stock Appreciation Rights,
                                         together.



 


		(b)	"Board"
                                         - The Board of Directors of the Company.



 


		(c)	"Code"
                                         - The Internal Revenue Code of 1986, as amended from time to time.



 


		(d)	"Committee"
                                         - The Compensation Committee of the Company's Board, or such other committee of the Board
                                         that is designated by the Board to administer the Plan, composed of not less than two
                                         members of the Board all of whom are disinterested persons, as contemplated by Rule 16b-3
                                         ("Rule 16b-3") promulgated under the Securities Exchange Act of 1934,
                                         as amended (the "Exchange Act").



 


		(e)	"Company"
                                         – Omagine, Inc. and its subsidiaries including subsidiaries of subsidiaries.



 


		(f)	"Exchange
                                         Act" - The Securities Exchange Act of 1934, as amended from time to time.



 


		(g)	"Fair
                                         Market Value" – means, as of any date, the value of a share of the Company’s
                                         $0.001 par value common stock (“Stock” as defined below) determined as follows:
                                         (i) if the Stock is listed on any established stock exchange or national market system,
                                         including without limitation the NASDAQ Stock Market, its Fair Market Value shall be
                                         the closing price for such Stock (or the closing bid, if no sales were reported) as quoted
                                         on such exchange or system for the last market trading day prior to the time of determination,
                                         as reported by a source deemed reliable by the Board or Committee; (ii) if the Stock
                                         is regularly quoted by a recognized by a securities dealer but selling prices are not
                                         reported, the Fair market Value shall be the mean between the high bid and low asked
                                         prices for the Stock on the last market trading day prior to the date of determination;
                                         or (iii) in the absence of an established market for the Stock, the Fair Market Value
                                         shall be determined in good faith by the Board or Committee.



 


		(h)	"Grant"
                                         - The grant of any form of Option, Stock Award, Stock Appreciation Right, or stock purchase
                                         offer, whether granted singly, in combination or in tandem (any of which is an “Award”),
                                         to a Participant pursuant to such terms, conditions and limitations as the Board or Committee
                                         may establish in order to fulfill the objectives of the Plan.



 






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		(i)	"Grant
                                         Agreement" - An agreement between the Company and a Participant that sets forth
                                         the terms, conditions and limitations applicable to a Grant.



 


		(j)	"Option"
                                         - Either an Incentive Stock Option, in accordance with Section 422 of the Code, or a
                                         Nonstatutory Option, to purchase the Company's Stock that may be awarded to a Participant
                                         under the Plan. A Participant who receives an Award of an Option shall be referred to
                                         as an "Optionee."



 


		(k)	"Participant"
                                         - A director, officer, employee or consultant of the Company to whom an Award has been
                                         made under the Plan.



 


		(l)	"Restricted
                                         Stock Purchase Offer" - A Grant of the right to purchase a specified number
                                         of shares of Stock pursuant to a written agreement issued under the Plan.



 


		(m)	"Securities
                                         Act" - The Securities Act of 1933, as amended from time to time.



 


		(n)	"Stock"
                                         - Authorized and issued or unissued shares of the Company’s common stock, par value
                                         $0.001.



 


		(o)	"Stock
                                         Appreciation Right" – A Grant of the right to receive a specified
                                         number of shares of Stock pursuant to a written agreement issued under the Plan.



 


		(p)	“Stock
                                         Award" - A Grant made under the Plan in Stock or denominated in units of Stock
                                         for which the Participant is not obligated to pay additional consideration.



 


		2.	Administration.
                                         The Plan shall be administered by the Board, provided however, that the Board may delegate
                                         such administration to the Committee. Subject to the provisions of the Plan, the Board
                                         and/or the Committee shall have authority to (a) grant, in its discretion, Incentive
                                         Stock Options in accordance with Section 422 of the Code, or Nonstatutory Options, Stock
                                         Awards or Restricted Stock Purchase Offers; (b) determine in good faith the fair market
                                         value of the Stock covered by any Grant; (c) determine which eligible persons shall receive
                                         Grants and the number of shares, restrictions, terms and conditions to be included in
                                         such Grants; (d) construe and interpret the Plan; (e) promulgate, amend and rescind rules
                                         and regulations relating to its administration, and correct defects, omissions and inconsistencies
                                         in the Plan or any Grant; (f) consistent with the Plan and with the consent of the Participant,
                                         as appropriate, amend any outstanding Grant or amend the exercise date or dates thereof;
                                         (g) determine the duration and purpose of leaves of absence which may be granted to Participants
                                         without constituting termination of their employment for the purpose of the Plan or any
                                         Grant; and (h) make all other determinations necessary or advisable for the Plan's administration.
                                         The interpretation and construction by the Board of any provisions of the Plan or selection
                                         of Participants shall be conclusive and final. No member of the Board or the Committee
                                         shall be liable for any action or determination made in good faith with respect to the
                                         Plan or any Grant made thereunder.



 






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		3.	Eligibility.

                                         




		(a)	General:
                                         The persons who shall be eligible to receive Grants shall be directors, officers,
                                         employees or consultants to the Company. The term consultant shall mean any person, other
                                         than an employee, who is engaged by the Company to render services and is compensated
                                         for such services. An Optionee may hold more than one Option. Any issuance of a Grant
                                         to an officer or director of the Company of the Company under the Exchange Act shall
                                         comply with the requirements of Rule 16b-3.



 


		(b)	Incentive
                                         Stock Options: Incentive Stock Options may only be issued to employees of the Company.
                                         Incentive Stock Options may be granted to officers or directors, provided they are also
                                         employees of the Company. Payment of a director's fee shall not be sufficient to constitute
                                         employment by the Company.



 


The Company shall not grant an Incentive Stock Option under the Plan to any employee if such Grant would result in such employee
holding the right to exercise for the first time in any one calendar year, under all Incentive Stock Options granted under the
Plan or any other plan maintained by the Company, with respect to shares of Stock having an aggregate fair market value, determined
as of the date of the Option is granted, in excess of $100,000. Should it be determined that an Incentive Stock Option granted
under the Plan exceeds such maximum for any reason other than a failure in good faith to value the Stock subject to such option,
the excess portion of such option shall be considered a Nonstatutory Option. To the extent the employee holds two (2) or more
such Options which become exercisable for the first time in the same calendar year, the foregoing limitation on the exercisability
of such Option as Incentive Stock Options under the Federal tax laws shall be applied on the basis of the order in which such
Options are granted. If, for any reason, an entire Option does not qualify as an Incentive Stock Option by reason of exceeding
such maximum, such Option shall be considered a Nonstatutory Option.


 


		(c)	Nonstatutory
                                         Option: The provisions of the foregoing Section 3(b) shall not apply to any Option
                                         designated as a "Nonstatutory Option" or which sets forth the intention
                                         of the parties that the Option be a Nonstatutory Option.



 


		(d)	Stock
                                         Awards and Restricted Stock Purchase Offers: The provisions of Section 3(b) and 3(c)
                                         shall not apply to any Stock Award or Restricted Stock Purchase Offer under the Plan.



 


		4.	Stock.

                                         




		(a)	Authorized
                                         Stock: Stock subject to Grants may be either unissued or reacquired Stock.



 


		(b)	Number
                                         of Shares: Subject to adjustment as provided in Section 5(i) of the Plan, the total
                                         number of shares of Stock which may be purchased or granted directly by Options, Stock
                                         Awards or Restricted Stock Purchase Offers, or purchased indirectly through exercise
                                         of Options granted under the Plan shall not exceed five million (5,000,000) shares. If
                                         any Grant shall for any reason terminate or expire, any shares allocated thereto but
                                         remaining unpurchased upon such expiration or termination shall again be available for
                                         Grants with respect thereto under the Plan as though no Grant had previously occurred
                                         with respect to such shares. Any shares of Stock issued pursuant to a Grant and repurchased
                                         pursuant to the terms thereof, and any shares otherwise issuable to a Grantee under any
                                         Award but withheld by the Company for the purpose of satisfying any governmental tax
                                         withholding obligation, shall be available for future Grants as though not previously
                                         covered by a Grant.



 






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		(c)	Reservation
                                         of Shares: The Company shall reserve and keep available at all times during the term
                                         of the Plan such number of shares as shall be sufficient to satisfy the requirements
                                         of the Plan. If, after reasonable efforts, which efforts shall not include the registration
                                         of the Plan or Grants under the Securities Act, the Company is unable to obtain authority
                                         from any applicable regulatory body, which authorization is deemed necessary by legal
                                         counsel for the Company for the lawful issuance of shares hereunder, the Company shall
                                         be relieved of any liability with respect to its failure to issue and sell the shares
                                         for which such requisite authority was so deemed necessary unless and until such authority
                                         is obtained.



 


(d)Application
of Funds: The proceeds received by the Company from the sale of Stock pursuant to the exercise of Options or rights under
Stock Purchase Agreements will be used for general corporate purposes.


 


		(e)	No
                                         Obligation to Exercise: The issuance of a Grant shall impose no obligation upon the
                                         Participant to exercise any rights under such Grant.



 


		5.	Terms
                                         and Conditions Specific to Options. Options granted hereunder shall be evidenced by agreements
                                         between the Company and the respective Optionees, in such form and substance as the Board
                                         or Committee shall from time to time approve. The form of Incentive Stock Option Agreement
                                         attached hereto as Exhibit A and the three forms of a Nonstatutory Stock Option
                                         Agreement for employees, for directors and for consultants, attached hereto as Exhibit
                                         B-1, Exhibit B-2 and Exhibit B-3, respectively, shall be deemed to
                                         be approved by the Board. Option agreements need not be identical, and in each case may
                                         include such provisions as the Board or Committee may determine, but all such agreements
                                         shall be subject to and limited by the following terms and conditions:

                                         




		(a)	Number
                                         of Shares: Each Option shall state the number of shares to which it pertains.



 


		(b)	Exercise
                                         Price: Each Option shall state the exercise price, which shall be determined as follows:

                                         




		(i)	Any
                                         Incentive Stock Option granted to a person who at the time the Option is granted owns
                                         (or is deemed to own pursuant to Section 424(d) of the Code) Stock possessing more than
                                         ten percent (10%) of the total combined voting power or value of all classes of Stock
                                         of the Company ("Ten Percent Holder") shall have an exercise price of
                                         no less than 110% of the Fair Market Value of the Stock as of the “Date of Grant”;
                                         and

                                         




		(ii)	Incentive
                                         Stock Options granted to a person who at the time the Option is granted is not a Ten
                                         Percent Holder and all Nonstatutory Options shall have an exercise price of no less than
                                         100% of the Fair Market Value of the Stock as of the Date of Grant.



 






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		(c)	Medium
                                         and Time of Payment: The exercise price shall become immediately due upon exercise
                                         of the Option and shall be paid in cash or check made payable to the Company. Should
                                         the Company's outstanding Stock remain registered under Section 12(g) of the Exchange
                                         Act at the time the Option is exercised, then the exercise price may also be paid as
                                         follows:




 


		(i)	in
                                         shares of Stock held by the Optionee for the requisite period necessary to avoid a charge
                                         to the Company's earnings for financial reporting purposes and valued at Fair Market
                                         Value on the exercise date, or

                                         




		(ii)	through
                                         a special sale and remittance procedure pursuant to which the Optionee shall concurrently
                                         provide irrevocable written instructions (a) to a Company designated brokerage firm to
                                         effect the immediate sale of the purchased shares and remit to the Company, out of the
                                         sale proceeds available on the settlement date, sufficient funds to cover the aggregate
                                         exercise price payable for the purchased shares plus all applicable Federal, state and
                                         local income and employment taxes required to be withheld by the Company by reason of
                                         such purchase, and (b) to the Company to deliver the certificates for the purchased shares
                                         directly to such brokerage firm in order to complete the sale transaction.



 


At
the discretion of the Board, exercisable either at the time of Option Grant or of Option exercise, the exercise price may also
be paid (i) by Optionee's delivery of a promissory note in form and substance satisfactory to the Company and permissible under
applicable law and bearing interest at a rate determined by the Board in its sole discretion, but in no event less than the minimum
rate of interest required to avoid the imputation of compensation income to the Optionee under the Federal tax laws, or (ii) in
such other form of consideration permitted by Delaware law as may be acceptable to the Board.


 


		6.	Terms
                                         and Conditions Specific to Stock Appreciation Rights. Stock Appreciation Rights (or “Rights”)
                                         granted hereunder shall be evidenced by agreements between the Company and the respective
                                         Grantees, in such form and substance as the Board or Committee shall from time to time
                                         approve. The three forms of Stock Appreciation Right Agreement for employees, for directors
                                         and for consultants, attached hereto as Exhibit E-1, Exhibit E-2 and
                                         Exhibit E-3, respectively, shall be deemed to be approved by the Board. Option agreements
                                         need not be identical, and in each case may include such provisions as the Board or Committee
                                         may determine, but all such agreements shall be subject to and limited by the following
                                         terms and conditions:

                                         




		(a)	Number
                                         of Shares: Each Right shall state the number of shares to which it pertains.



 


		(b)	Base
                                         Price: Each Right shall state the Base Price, which shall not be less than 100% of
                                         the Fair Market Value of the Stock as of the Date of Grant.



 






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		7.	Terms
                                         and Conditions Specific to Appreciation Awards. Appreciation Awards shall be subject
                                         to and limited by the following terms and conditions:



 


		(a)	Term
                                         and Exercise of Appreciation Awards: Any Appreciation Award granted to an employee
                                         of the Company shall become immediately exercisable unless the Board shall specifically
                                         determine otherwise, as provided herein. In no event shall any Appreciation Award be
                                         exercisable after the expiration of ten (10) years from the date it is granted, provided
                                         however that no Incentive Stock Option granted to a Ten Percent Holder shall, by its
                                         terms, be exercisable after the expiration of five (5) years from the date of the Option.
                                         Unless otherwise specified by the Board or the Committee in the resolution authorizing
                                         such Appreciation Award, the Date of Grant of an Appreciation Award shall be deemed to
                                         be the date upon which the Board or the Committee authorizes the granting of such Appreciation
                                         Award.



 


Each
Appreciation Award shall be exercisable to the nearest whole share, in installments or otherwise, as the respective Appreciation
Award agreements may provide. During the lifetime of a Grantee, the Appreciation Award shall be exercisable only by the Grantee
and shall not be assignable or transferable by the Grantee, and no other person shall acquire any rights therein. To the extent
not exercised, installments (if more than one) shall accumulate, but shall be exercisable, in whole or in part, only during the
period for exercise as stated in the Appreciation Award agreement, whether or not other installments are then exercisable.


 


		(b)	Termination
                                         of Status as Employee, Consultant or Director: With respect to Incentive Stock Options,
                                         if Optionee's status as an employee shall terminate for any reason other than Optionee's
                                         disability or death, then Optionee (or if the Optionee shall die after such termination,
                                         but prior to exercise, Optionee's personal representative or the person entitled to succeed
                                         to the Option) shall have the right to exercise the portions of any of Optionee's Incentive
                                         Stock Options which were exercisable as of the date of such termination, in whole or
                                         in part, not less than 30 days nor more than three (3) months after such termination
                                         (or, in the event of "termination for cause" as that term is defined
                                         in Delaware case law related thereto, or by the terms of the Plan or the Option Agreement
                                         or an employment agreement, the Incentive Stock Option shall automatically terminate
                                         as of the termination of employment as to all shares covered by the Incentive Stock Option).



 


With
respect to other Appreciation Awards (other than Incentive Stock Options) granted to employees, directors or consultants, the
Board may specify such period for exercise, not less than 30 days (except that in the case of "termination for cause"
or removal of a director, the Appreciation Award shall automatically terminate as of the termination of employment or services
as to shares covered by the Appreciation Award), following termination of employment or services as the Board deems reasonable
and appropriate. The Appreciation Award may be exercised only with respect to installments that the Grantee could have exercised
at the date of termination of employment or services. Nothing contained herein or in any Appreciation Award granted pursuant hereto
shall be construed to affect or restrict in any way the right of the Company to terminate the employment or services of a Grantee
with or without cause.


 


		(c)	Disability
                                         of Grantee: If an Grantee is disabled (within the meaning of Section 22(e)(3) of
                                         the Code) at the time of termination, the three (3) month period set forth in Section
                                         7(b) shall be a period, as determined by the Board and set forth in the Appreciation
                                         Award, of not less than six months nor more than one year after such termination.



 






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		(d)	Death
                                         of Grantee: If an Grantee dies while employed by, engaged as a consultant to, or
                                         serving as a Director of the Company, the portion of such Grantee's Appreciation Award
                                         which was exercisable at the date of death may be exercised, in whole or in part, by
                                         the estate of the decedent or by a person succeeding to the right to exercise such Appreciation
                                         Award at any time within (i) a period, as determined by the Board and set forth in the
                                         Appreciation Award, of not less than six (6) months nor more than one (1) year after
                                         Grantee's death, which period shall not be more, in the case of a Nonstatutory Option
                                         or Stock Appreciation Right, than the period for exercise following termination of employment
                                         or services, or (ii) during the remaining term of the Appreciation Award, whichever is
                                         the lesser. The Appreciation Award may be so exercised only with respect to installments
                                         exercisable at the time of Grantee's death and not previously exercised by the Grantee.



 


		(e)	Nontransferability
                                         of Appreciation Award: No Appreciation Award shall be transferable by the Grantee,
                                         except by will or by the laws of descent and distribution.



 


		(f)	Recapitalization:
                                         Subject to any required action of shareholders, the number of shares of Stock covered
                                         by each outstanding Appreciation Award, and the exercise price per share thereof set
                                         forth in each such Appreciation Award, shall be proportionately adjusted for any increase
                                         or decrease in the number of issued shares of Stock of the Company resulting from a stock
                                         split, stock dividend, combination, subdivision or reclassification of shares, or the
                                         payment of a stock dividend, or any other increase or decrease in the number of such
                                         shares affected without receipt of consideration by the Company; provided, however, the
                                         conversion of any convertible securities of the Company shall not be deemed to have been
                                         "effected without receipt of consideration" by the Company.

                                         




In
the event of a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving
entity, or a sale of all or substantially all of the assets or capital stock of the Company (collectively, a "Reorganization"),
unless otherwise provided by the Board, all unexercised Options shall terminate immediately prior to such date as is determined
by the Board, which date shall be no later than the consummation of such Reorganization. In such event, if the entity which shall
be the surviving entity does not tender to Grantee an offer, for which it has no obligation to do so, to substitute for any unexercised
Appreciation Award or capital stock of such surviving entity, as applicable, which on an equitable basis shall provide the Grantee
with substantially the same economic benefit as such unexercised Appreciation Award, then the Board may grant to such Grantee,
in its sole and absolute discretion and without obligation, the right for a period commencing thirty (30) days prior to and ending
immediately prior to the date determined by the Board pursuant hereto for termination of the Appreciation Award or during the
remaining term of the Appreciation Award, whichever is the lesser, to exercise any unexpired Appreciation Award or Awards without
regard to the installment provisions of Paragraph 8(d) of the Plan; provided, that any such right granted shall be granted to
all Grantees not receiving an offer to receive substitute options on a consistent basis, and provided further, that any such exercise
shall be subject to the consummation of such Reorganization.


 






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Subject
to any required action of shareholders, if the Company shall be the surviving entity in any merger or consolidation, each outstanding
Appreciation Award thereafter shall pertain to and apply to the securities to which a holder of shares of Stock equal to the shares
subject to the Appreciation Award would have been entitled by reason of such merger or consolidation.


 


To
the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments shall be made by the
Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided in this Section
7(f), the Grantee shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment
of any stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number or price
of shares of Stock subject to any Appreciation Award shall not be affected by, and no adjustment shall be made by reason of, any
dissolution, liquidation, merger, consolidation or sale of assets or capital stock, or any issue by the Company of shares of stock
of any class or securities convertible into shares of stock of any class.


 


The
Grant of an Appreciation Award pursuant to the Plan shall not affect in any way the right or power of the Company to make any
adjustments, reclassifications, reorganizations or changes in its capital or business structure or to merge, consolidate, dissolve,
or liquidate or to sell or transfer all or any part of its business or assets.


 


		(g)	Rights
                                         as a Shareholder: A Grantee shall have no rights as a shareholder with respect to
                                         any shares covered by an Appreciation Award until the effective date of the issuance
                                         of the shares following exercise of such Appreciation Award by Grantee. No adjustment
                                         shall be made for dividends (ordinary or extraordinary, whether in cash, securities or
                                         other property) or distributions or other rights for which the record date is prior to
                                         the date such stock certificate is issued, except as expressly provided in Section 7(f)
                                         hereof.



 


		(h)	Modification,
                                         Acceleration, Extension, and Renewal of Appreciation Awards: Subject to the terms
                                         and conditions and within the limitations of the Plan, the Board may modify an Appreciation
                                         Award, or, once an Appreciation Award is exercisable, accelerate the rate at which it
                                         may be exercised, and may extend or renew outstanding Appreciation Awards granted under
                                         the Plan or accept the surrender of outstanding Appreciation Awards (to the extent not
                                         theretofore exercised) and authorize the granting of new Appreciation Awards in substitution
                                         for such Appreciation Awards, provided such action is permissible under Section 422 of
                                         the Code and applicable securities laws. Notwithstanding the provisions of this Section
                                         7(h), however, no modification of an Appreciation Award shall, without the consent of
                                         the Grantee, alter to the Grantee's detriment or impair any rights or obligations under
                                         any Appreciation Award theretofore granted under the Plan.



 






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		(i)	Exercise
                                         Before Exercise Date: At the discretion of the Board, the Appreciation Award may,
                                         but need not, include a provision whereby the Grantee may elect to exercise all or any
                                         portion of the Appreciation Award prior to the stated exercise date of the Appreciation
                                         Award or any installment thereof. Any shares so purchased prior to the stated exercise
                                         date shall be subject to repurchase by the Company upon termination of Grantee's employment
                                         as contemplated by Section 7(k) hereof prior to the exercise date stated in the Appreciation
                                         Award and such other restrictions and conditions as the Board or Committee may deem advisable.



 


		(j)	Other
                                         Provisions: The Appreciation Award agreements authorized under the Plan shall contain
                                         such other provisions, including, without limitation, restrictions upon the exercise
                                         of the Appreciation Awards, as the Board or the Committee shall deem advisable. Shares
                                         shall not be issued pursuant to the exercise of an Appreciation Award, if the exercise
                                         of such Appreciation Award or the issuance of shares thereunder would violate, in the
                                         opinion of legal counsel for the Company, the provisions of any applicable law or the
                                         rules or regulations of any applicable governmental or administrative agency or body,
                                         such as the Code, the Securities Act, the Exchange Act, Delaware law, and the rules promulgated
                                         under the foregoing or the rules and regulations of any exchange upon which the shares
                                         of the Company are listed. Without limiting the generality of the foregoing, the exercise
                                         of each Appreciation Award shall be subject to the condition that if at any time the
                                         Company shall determine that (i) the satisfaction of withholding tax or other similar
                                         liabilities, or (ii) the listing, registration or qualification of any shares covered
                                         by such exercise upon any securities exchange or under any state or federal law, or (iii)
                                         the consent or approval of any regulatory body, or (iv) the perfection of any exemption
                                         from any such withholding, listing, registration, qualification, consent or approval
                                         is necessary or desirable in connection with such exercise or the issuance of shares
                                         thereunder, then in any such event, such exercise shall not be effective unless such
                                         withholding, listing registration, qualification, consent, approval or exemption shall
                                         have been effected, obtained or perfected free of any conditions not acceptable to the
                                         Company.



 


		(k)	Repurchase
                                         Agreement: The Board may, in its discretion, require as a condition to the Grant
                                         of an Appreciation Award hereunder, that a Grantee execute an agreement with the Company,
                                         in form and substance satisfactory to the Board in its discretion ("Repurchase
                                         Agreement"), (i) restricting the Grantee's right to transfer shares purchased
                                         or received under such Appreciation Award without first offering such shares to the Company
                                         or another shareholder of the Company upon the same terms and conditions as provided
                                         therein; and (ii) providing that upon termination of Grantee's employment with the Company,
                                         for any reason, the Company (or another shareholder of the Company, as provided in the
                                         Repurchase Agreement) shall have the right at its discretion (or the discretion of such
                                         other shareholders) to purchase and/or redeem all such shares owned by the Grantee on
                                         the date of termination of his or her employment at a price equal to: (A) the fair value
                                         of such shares as of such date of termination; or (B) if such repurchase right lapses
                                         at 20% of the number of shares per year, the original purchase price of such shares,
                                         and upon terms of payment permissible under applicable law; provided that in the case
                                         of Appreciation Awards or Stock Awards granted to officers, directors, consultants or
                                         affiliates of the Company, such repurchase provisions may be subject to additional or
                                         greater restrictions as determined by the Board or Committee.



 






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		8.	Stock
                                         Awards and Restricted Stock Purchase Offers.



 


		(a)	Types
                                         of Grants.

                                         




		(i)	Stock
                                         Award. All or part of any Stock Award under the Plan may be subject to conditions
                                         established by the Board or the Committee, and set forth in the Stock Award Agreement,
                                         which may include, but are not limited to, continuous service with the Company, achievement
                                         of specific business objectives, increases in specified indices, attaining growth rates
                                         and other comparable measurements of Company performance. Such Awards may be based on
                                         Fair Market Value or other specified valuation. All Stock Awards will be made pursuant
                                         to the execution of a Stock Award Agreement substantially in the form attached hereto
                                         as Exhibit C.



 


		(ii)	Restricted
                                         Stock Purchase Offer. A Grant of a Restricted Stock Purchase Offer under the Plan
                                         shall be subject to such (i) vesting contingencies related to the Participant's continued
                                         association with the Company for a specified time and (ii) other specified conditions
                                         as the Board or Committee shall determine, in their sole discretion, consistent with
                                         the provisions of the Plan. All Restricted Stock Purchase Offers shall be made pursuant
                                         to a Restricted Stock Purchase Offer substantially in the form attached hereto as Exhibit
                                         D.



 


		(b)	Conditions
                                         and Restrictions. Shares of Stock which Participants may receive as a Stock Award
                                         under a Stock Award Agreement or Restricted Stock Purchase Offer under a Restricted Stock
                                         Purchase Offer may include such restrictions as the Board or Committee, as applicable,
                                         shall determine, including restrictions on transfer, repurchase rights, right of first
                                         refusal, and forfeiture provisions. When transfer of Stock is so restricted or subject
                                         to forfeiture provisions it is referred to as "Restricted Stock". Further,
                                         with Board or Committee approval, Stock Awards or Restricted Stock Purchase Offers may
                                         be deferred, either in the form of installments or a future lump sum distribution. The
                                         Board or Committee may permit selected Participants to elect to defer distributions of
                                         Stock Awards or Restricted Stock Purchase Offers in accordance with procedures established
                                         by the Board or Committee to assure that such deferrals comply with applicable requirements
                                         of the Code including, at the choice of Participants, the capability to make further
                                         deferrals for distribution after retirement. Any deferred distribution, whether elected
                                         by the Participant or specified by the Stock Award Agreement, Restricted Stock Purchase
                                         Offers or by the Board or Committee, may require the payment be forfeited in accordance
                                         with the provisions of Section 8(c). Dividends or dividend equivalent rights may be extended
                                         to and made part of any Stock Award or Restricted Stock Purchase Offers denominated in
                                         Stock or units of Stock, subject to such terms, conditions and restrictions as the Board
                                         or Committee may establish.



 






    10


     


    

 


		(c)	Cancellation
                                         and Rescission of Grants. Unless the Stock Award Agreement or Restricted Stock Purchase
                                         Offer specifies otherwise, the Board or Committee, as applicable, may cancel any unexpired,
                                         unpaid, or deferred Grants at any time if the Participant is not in compliance with all
                                         other applicable provisions of the Stock Award Agreement or Restricted Stock Purchase
                                         Offer, the Plan and with the following conditions:

                                         




		(i)	A
                                         Participant shall not render services for any organization or engage directly or indirectly
                                         in any business which, in the judgment of the chief executive officer of the Company
                                         or other senior officer designated by the Board or Committee, is or becomes competitive
                                         with the Company, or which organization or business, or the rendering of services to
                                         such organization or business, is or becomes otherwise prejudicial to or in conflict
                                         with the interests of the Company. For Participants whose employment has terminated,
                                         the judgment of the chief executive officer shall be based on the Participant's position
                                         and responsibilities while employed by the Company, the Participant's post-employment
                                         responsibilities and position with the other organization or business, the extent of
                                         past, current and potential competition or conflict between the Company and the other
                                         organization or business, the effect on the Company's customers, suppliers and competitors
                                         and such other considerations as are deemed relevant given the applicable facts and circumstances.
                                         A Participant who has retired shall be free, however, to purchase as an investment or
                                         otherwise, stock or other securities of such organization or business so long as they
                                         are listed upon a recognized securities exchange or traded over-the-counter, and such
                                         investment does not represent a substantial investment to the Participant or a greater
                                         than ten percent (10%) equity interest in the organization or business.

                                         




		(ii)	A
                                         Participant shall not, without prior written authorization from the Company, disclose
                                         to anyone outside the Company, or use in other than the Company's business, any confidential
                                         information or material, as defined in the Company's Confidentiality and Non-Disclosure
                                         Agreement with the Participant or similar agreement regarding confidential information
                                         and intellectual property, relating to the business of the Company, acquired by the Participant
                                         either during or after employment with the Company.

                                         




		(iii)	Upon
                                         exercise, payment or delivery pursuant to a Grant, the Participant shall certify on a
                                         form acceptable to the Board or Committee that he or she is in compliance with the terms
                                         and conditions of the Plan. Failure to comply with all of the provisions of this Section
                                         8(c) prior to, or during the six months after, any exercise, payment or delivery pursuant
                                         to a Grant shall cause such exercise, payment or delivery to be rescinded. The Company
                                         shall notify the Participant in writing of any such rescission within two years after
                                         such exercise, payment or delivery. Within ten days after receiving such a notice from
                                         the Company, the Participant shall pay to the Company the amount of any gain realized
                                         or payment received as a result of the rescinded exercise, payment or delivery pursuant
                                         to a Grant. Such payment shall be made either in cash or by returning to the Company
                                         the number of shares of Stock that the Participant received in connection with the rescinded
                                         exercise, payment or delivery.



 


		(d)	Nonassignability.
                                         



 


Except
pursuant to Section 8(e)(iii) and except as set forth in Section 8(d)(ii), no Grant or any other benefit under the Plan shall
be assignable or transferable, or payable to or exercisable by, anyone other than the Participant to whom it was granted.


 






    11


     


    







		(e)	Termination
                                         of Employment. If the employment or service to the Company of a Participant terminates,
                                         other than pursuant to any of the following provisions under this Section 8(e), all unexercised,
                                         deferred and unpaid Stock Awards or Restricted Stock Purchase Offers shall be cancelled
                                         immediately, unless the Stock Award Agreement or Restricted Stock Purchase Offer provides
                                         otherwise:

                                         




		(i)	Retirement
                                         Under a Company Retirement Plan. When a Participant's employment terminates as a
                                         result of retirement in accordance with the terms of a Company retirement plan, the Board
                                         or Committee may permit Stock Awards or Restricted Stock Purchase Offers to continue
                                         in effect beyond the date of retirement in accordance with the applicable Grant Agreement
                                         and the exercisability and vesting of any such Grants may be accelerated.

                                         




		(ii)	Rights
                                         in the Best Interests of the Company. When a Participant resigns from the Company
                                         and, in the judgment of the Board or Committee, the acceleration and/or continuation
                                         of outstanding Stock Awards or Restricted Stock Purchase Offers would be in the best
                                         interests of the Company, the Board or Committee may (i) authorize, where appropriate,
                                         the acceleration and/or continuation of all or any part of Grants issued prior to such
                                         termination, and (ii) permit the exercise, vesting and payment of such Grants for such
                                         period as may be set forth in the applicable Grant Agreement, subject to earlier cancellation
                                         pursuant to Section 10 or at such time as the Board or Committee shall deem the continuation
                                         of all or any part of the Participant's Grants are not in the Company's best interest.

                                         




		(iii)	Death
                                         or Disability of a Participant.

                                         




		(1)	In
                                         the event of a Participant's death, the Participant's estate or beneficiaries shall have
                                         a period up to the expiration date specified in the Grant Agreement within which to receive
                                         or exercise any outstanding Grant held by the Participant under such terms as may be
                                         specified in the applicable Grant Agreement. Rights to any such outstanding Grants shall
                                         pass by will or the laws of descent and distribution in the following order: (a) to beneficiaries
                                         so designated by the Participant; if none, then (b) to a legal representative of the
                                         Participant; if none, then (c) to the persons entitled thereto as determined by a court
                                         of competent jurisdiction. Grants so passing shall be made at such times and in such
                                         manner as if the Participant were living.

                                         




		(2)	In
                                         the event a Participant is deemed by the Board or Committee to be unable to perform his
                                         or her usual duties by reason of mental disorder or medical condition which does not
                                         result from facts which would be grounds for termination for cause, Grants and rights
                                         to any such Grants may be paid to or exercised by the Participant, if legally competent,
                                         or a committee or other legally designated guardian or representative if the Participant
                                         is legally incompetent by virtue of such disability.

                                         




 






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		(3)	After
                                         the death or disability of a Participant, the Board or Committee may in its sole discretion
                                         at any time (1) terminate restrictions in Grant Agreements; (2) accelerate any or all
                                         installments and rights; and (3) instruct the Company to pay the total of any accelerated
                                         payments in a lump sum to the Participant, the Participant's estate, beneficiaries or
                                         representative; notwithstanding that, in the absence of such termination of restrictions
                                         or acceleration of payments, any or all of the payments due under the Grant might ultimately
                                         have become payable to other beneficiaries.

                                         




		(4)	In
                                         the event of uncertainty as to interpretation of or controversies concerning this Section
                                         8, the determinations of the Board or Committee, as applicable, shall be binding and
                                         conclusive.



 


		9.	Investment
                                         Intent. All Grants under the Plan are intended to be exempt from registration under the
                                         Securities Act provided by Section 4(2) thereunder. Unless and until the granting of
                                         Options or sale and issuance of Stock subject to the Plan are registered under the Securities
                                         Act or shall be exempt pursuant to the rules promulgated thereunder, each Grant under
                                         the Plan shall provide that the purchases or other acquisitions of Stock thereunder shall
                                         be for investment purposes and not with a view to, or for resale in connection with,
                                         any distribution thereof. Further, unless the issuance and sale of the Stock have been
                                         registered under the Securities Act, each Grant shall provide that no shares shall be
                                         purchased upon the exercise of the rights under such Grant unless and until (i) all then
                                         applicable requirements of state and federal laws and regulatory agencies shall have
                                         been fully complied with to the satisfaction of the Company and its counsel, and (ii)
                                         if requested to do so by the Company, the person exercising the rights under the Grant
                                         shall (i) give written assurances as to knowledge and experience of such person (or a
                                         representative employed by such person) in financial and business matters and the ability
                                         of such person (or representative) to evaluate the merits and risks of exercising the
                                         Option, and (ii) execute and deliver to the Company a letter of investment intent and/or
                                         such other form related to applicable exemptions from registration, all in such form
                                         and substance as the Company may require. If shares are issued upon exercise of any rights
                                         under a Grant without registration under the Securities Act, subsequent registration
                                         of such shares shall relieve the purchaser thereof of any investment restrictions or
                                         representations made upon the exercise of such rights.



 


		10.	Amendment,
                                         Modification, Suspension or Discontinuance of the Plan. The Board may, insofar as permitted
                                         by law, from time to time, with respect to any shares at the time not subject to outstanding
                                         Grants, suspend or terminate the Plan or revise or amend it in any respect whatsoever,
                                         except that without the approval of the shareholders of the Company, no such revision
                                         or amendment shall (i) increase the number of shares subject to the Plan, (ii) decrease
                                         the price at which Grants may be granted, (iii) materially increase the benefits to Participants,
                                         or (iv) change the class of persons eligible to receive Grants under the Plan; provided,
                                         however, no such action shall alter or impair the rights and obligations under any Option,
                                         or Stock Award, or Restricted Stock Purchase Offer outstanding as of the date thereof
                                         without the written consent of the Participant thereunder. No Grant may be issued while
                                         the Plan is suspended or after it is terminated, but the rights and obligations under
                                         any Grant issued while the Plan is in effect shall not be impaired by suspension or termination
                                         of the Plan.

                                         








    13


     


    

 


In
the event of any change in the outstanding Stock by reason of a stock split, stock dividend, combination or reclassification of
shares, recapitalization, merger, or similar event, the Board or the Committee may adjust proportionally (a) the number of shares
of Stock (i) reserved under the Plan, (ii) available for Incentive Stock Options, Nonstatutory Options and Stock Appreciation
Rights and (iii) covered by outstanding Stock Awards or Restricted Stock Purchase Offers; (b) the Stock prices related to outstanding
Grants; and (c) the appropriate Fair Market Value and other price determinations for such Grants. In the event of any other change
affecting the Stock or any distribution (other than normal cash dividends) to holders of Stock, such adjustments as may be deemed
equitable by the Board or the Committee, including adjustments to avoid fractional shares, shall be made to give proper effect
to such event. In the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization
or liquidation, the Board or the Committee shall be authorized to issue or assume stock options, whether or not in a transaction
to which Section 424(a) of the Code applies, and other Grants by means of substitution of new Grant Agreements for previously
issued Grants or an assumption of previously issued Grants.


 


		11.	Tax
                                         Withholding. The Company shall have the right to deduct applicable taxes from any Grant
                                         payment and withhold, at the time of delivery or exercise of Options, Stock Appreciation
                                         Rights, Stock Awards or Restricted Stock Purchase Offers or vesting of shares under such
                                         Grants, an appropriate number of shares for payment of taxes required by law or to take
                                         such other action as may be necessary in the opinion of the Company to satisfy all obligations
                                         for withholding of such taxes. If Stock is used to satisfy tax withholding, such stock
                                         shall be valued based on the Fair Market Value when the tax withholding is required to
                                         be made.



 


		12.	Availability
                                         of Information. During the term of the Plan and any additional period during which a
                                         Grant granted pursuant to the Plan shall be exercisable, the Grantee shall have access
                                         to the Company’s regular quarterly and annual reports filed with the Securities
                                         and Exchange Commission (“SEC Filings”). The SEC Filings, which are publicly
                                         available documents, include information relevant to the risk factors associated with
                                         any investment in the Company. The Grantee shall have reasonable opportunity to ask questions
                                         of the Company and receive answers from the Company concerning its business, operations
                                         and financial condition and previous equity sales, and to have all such questions answered
                                         to the full satisfaction of the Grantee.



 


		13.	Notice.
                                         Any written notice to the Company required by any of the provisions of the Plan shall
                                         be addressed to the chief executive officer of the Company, and shall become effective
                                         when it is received by the office of the chief executive officer.



 


		14.	Indemnification
                                         of Board. In addition to such other rights or indemnifications as they may have as directors
                                         or otherwise, and to the extent allowed by applicable law, the members of the Board and
                                         the Committee shall be indemnified by the Company against the reasonable expenses, including
                                         attorneys' fees, actually and necessarily incurred in connection with the defense of
                                         any claim, action, suit or proceeding, or in connection with any appeal thereof, to which
                                         they or any of them may be a party by reason of any action taken, or failure to act,
                                         under or in connection with the Plan or any Grant granted thereunder, and against all
                                         amounts paid by them in settlement thereof (provided such settlement is approved by independent
                                         legal counsel selected by the Company) or paid by them in satisfaction of a judgment
                                         in any such claim, action, suit or proceeding, except in any case in relation to matters
                                         as to which it shall be adjudged in such claim, action, suit or proceeding that such
                                         Board or Committee member is liable for negligence or misconduct in the performance of
                                         his or her duties; provided that within sixty (60) days after institution of any such
                                         action, suit or Board proceeding the member involved shall offer the Company, in writing,
                                         the opportunity, at its own expense, to handle and defend the same.



 






    14


     


    

 


		15.	Governing
                                         Law. The Plan and all determinations made and actions taken pursuant hereto, to the extent
                                         not otherwise governed by the Code or the securities laws of the United States, shall
                                         be governed by the law of the State of Delaware and construed accordingly.



 


		16.	Effective
                                         and Termination Dates. The Plan shall become effective on date it is approved by the
                                         holders of a majority of the shares of Stock then outstanding. The Plan shall terminate
                                         ten years later, subject to earlier termination by the Board pursuant to Section 10.



 


The
foregoing 2014 Incentive Stock Option Plan (consisting of 14 pages, including this page) was duly adopted and approved by the
Board of Directors on March 6, 2014.


 





	 	OMAGINE, INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ Frank J. Drohan
	 	Its:	Chief Executive Officer




 






    15


     


    

 


EXHIBIT
A


 


OMAGINE
INC.


INCENTIVE
STOCK OPTION AGREEMENT


 





 



 


This
Incentive Stock Option Agreement ("Agreement")
is made and entered into as of the date set forth below, by and between Omagine, Inc., a Delaware corporation (the "Company"),
and the employee of the Company named in Section 1(b). ("Optionee"):


 


In
consideration of the covenants herein set forth, the parties hereto agree as follows:


 





	 	1. Option
    Information.	 	 
	 	 	 	 	 	 
	 	 	(a)	Date
    of Option:	 	 
	 	 	 	 	 	 
	 	 	(b)	Optionee:	 	 
	 	 	 	 	 	 
	 	 	(c)	Number
    of Shares:	 	 
	 	 	 	 	 	 
	 	 	(d)	Exercise
    Price:	 	 
	 	 	 	 	 	 
	 	 	(e)	Expiration
    Date:	 	 




 


2.
Acknowledgements.


 


(a)Optionee
is an employee of the Company.


 


(b)The
Board of Directors (the "Board" which term shall include an authorized committee of the Board of Directors) and
shareholders of the Company have heretofore adopted the Omagine, Inc. 2014 Stock Option Plan (the "Plan"), pursuant
to which this Option is being granted.


 


(c)The
Board has authorized the granting to Optionee of an incentive stock option ("Option") as defined in Section 422
of the Internal Revenue Code of 1986, as amended, (the "Code") to purchase shares of common stock of the Company
("Stock") upon the terms and conditions hereinafter stated and pursuant to an exemption from registration under
the Securities Act of 1933, as amended (the "Securities Act") provided by Section 4(2) thereunder.


 


3.
Shares; Price. The Company hereby grants to Optionee the right to purchase, upon and subject to the terms and conditions
herein stated, the number of shares of Stock set forth in Section 1(c) above (the "Shares") for cash (or other
consideration as is authorized under the Plan and acceptable to the Board, in their sole and absolute discretion) at the price
per Share set forth in Section 1(d) above (the "Exercise Price"), such price being not less than the fair market
value per share of the Shares covered by this Option as of the date hereof (unless Optionee is the owner of Stock possessing ten
percent or more of the total voting power or value of all outstanding Stock of the Company, in which case the Exercise Price shall
be no less than 110% of the fair market value of such Stock).


 






    A-1


     


    

 


4.
Term of Option; Continuation of Employment. This Option shall expire, and all rights hereunder to purchase the Shares shall
terminate as indicated in 1(e) above, but in no case shall the expiration date be more than five (5) years from the date hereof.
This Option shall earlier terminate subject to Sections 7 and 8 hereof upon, and as of the date of, the termination of Optionee's
employment if such termination occurs prior to the end of such five (5) year period. Nothing contained herein shall confer upon
Optionee the right to the continuation of his or her employment by the Company or to interfere with the right of the Company to
terminate such employment or to increase or decrease the compensation of Optionee from the rate in existence at the date hereof.


 


5.
Vesting of Option. Subject to the provisions of Sections 7 and 8 hereof, this Option shall become exercisable as follows:
___________________________.


 


6.
Exercise. This Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number
of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached
hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other
consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation
as provided for in Section 13 hereof. This Option shall not be assignable or transferable, except by will or by the laws of descent
and distribution, and shall be exercisable only by Optionee during his or her lifetime, except as provided in Section 8 hereof.


 


7.
Termination of Employment. If Optionee shall cease to be employed by the Company for any reason, whether voluntarily or
involuntarily, other than by his or her death, Optionee (or if the Optionee shall die after such termination, but prior to such
exercise date, Optionee's personal representative or the person entitled to succeed to the Option) shall have the right at any
time within three (3) months following such termination of employment or the remaining term of this Option, whichever is the lesser,
to exercise in whole or in part this Option to the extent, but only to the extent, that this Option was exercisable as of the
date of termination of employment and had not previously been exercised; provided, however: (i) if Optionee is permanently disabled
(within the meaning of Section 22(e)(3) of the Code) at the time of termination, the foregoing three (3) month period shall be
extended to six (6) months; or (ii) if Optionee is terminated "for cause" as that term is defined under Delaware
law (including case law related thereto), or by the terms of the Plan or this Option Agreement or by any employment agreement
between the Optionee and the Company, this Option shall automatically terminate as to all Shares covered by this Option not exercised
prior to termination. Unless earlier terminated, all rights under this Option shall terminate in any event on the expiration date
of this Option as defined in Section 4 hereof.


 


8.
Death of Optionee. If the Optionee shall die while in the employ of the Company, Optionee's personal representative or
the person entitled to Optionee's rights hereunder may at any time within six (6) months after the date of Optionee's death, or
during the remaining term of this Option, whichever is the lesser, exercise this Option and purchase Shares to the extent, but
only to the extent, that Optionee could have exercised this Option as of the date of Optionee's death; provided, in any case,
that this Option may be so exercised only to the extent that this Option has not previously been exercised by Optionee.


 






    A-2


     


    

 


9.
No Rights as Shareholder. Optionee shall have no rights as a shareholder with respect to the Shares covered by any installment
of this Option until the effective date of issuance of Shares following exercise of this Option, and no adjustment will be made
for dividends or other rights for which the record date is prior to the date such stock certificate or certificates are issued
except as provided in Section 10 hereof.


 


10.
Recapitalization. Subject to any required action by the shareholders of the Company, the number of Shares covered by this
Option, and the Exercise Price thereof, shall be proportionately adjusted for any increase or decrease in the number of issued
shares resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease
in the number of such shares effected without receipt of consideration by the Company; provided however that the conversion of
any convertible securities of the Company shall not be deemed having been "effected without receipt of consideration by
the Company".


 


In
the event of a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving
entity, or a sale of all or substantially all of the assets or capital stock of the Company (collectively, a "Reorganization"),
unless otherwise provided by the Board, this Option shall terminate immediately prior to such date as is determined by the Board,
which date shall be no later than the consummation of such Reorganization. In such event, if the entity which shall be the surviving
entity does not tender to Optionee an offer, for which it has no obligation to do so, to substitute for any unexercised Option
a stock option or capital stock of such surviving of such surviving entity, as applicable, which on an equitable basis shall provide
the Optionee with substantially the same economic benefit as such unexercised Option, then the Board may grant to such Optionee,
in its sole and absolute discretion and without obligation, the right for a period commencing thirty (30) days prior to and ending
immediately prior to the date determined by the Board pursuant hereto for termination of the Option or during the remaining term
of the Option, whichever is the lesser, to exercise any unexpired Option or Options without regard to the installment provisions
of Section 5; provided, however, that such exercise shall be subject to the consummation of such Reorganization.


 


Subject
to any required action by the shareholders of the Company, if the Company shall be the surviving entity in any merger or consolidation,
this Option thereafter shall pertain to and apply to the securities to which a holder of Shares equal to the Shares subject to
this Option would have been entitled by reason of such merger or consolidation, and the installment provisions of Section 5 shall
continue to apply.


 


To
the extent that the foregoing adjustments relate to shares or securities of the Company, such adjustments shall be made by the
Board, whose determination in that respect shall be final, binding and conclusive. Except as hereinbefore expressly provided,
Optionee shall have no rights by reason of any subdivision or consolidation of shares of Stock of any class or the payment of
any stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number and price of
Shares subject to this Option shall not be affected by, and no adjustments shall be made by reason of, any dissolution, liquidation,
merger, consolidation or sale of assets or capital stock, or any issue by the Company of shares of stock of any class or securities
convertible into shares of stock of any class.


 






    A-3


     


    

 


The
grant of this Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations
or changes in its capital or business structure or to merge, consolidate, dissolve or liquidate or to sell or transfer all or
any part of its business or assets.


 


11.
Additional Consideration. Should the Internal Revenue Service determine that the Exercise Price established by the Board
as the fair market value per Share is less than the fair market value per Share as of the date of Option grant, Optionee hereby
agrees to tender such additional consideration, or agrees to tender upon exercise of all or a portion of this Option, such fair
market value per Share as is determined by the Internal Revenue Service.


 


12.
Modifications, Extension and Renewal of Options. The Board or Committee, as described in the Plan, may modify, extend or
renew this Option or accept the surrender thereof (to the extent not theretofore exercised) and authorize the granting of a new
option in substitution therefore (to the extent not theretofore exercised), subject at all times to the Plan, and Section 422
of the Code. Notwithstanding the foregoing provisions of this Section 12, no modification shall, without the consent of the Optionee,
alter to the Optionee's detriment or impair any rights of Optionee hereunder.


 


13.
Investment Intent; Restrictions on Transfer.


 


(a)
Optionee represents and agrees that if Optionee exercises this Option in whole or in part, Optionee will in each case acquire
the Shares upon such exercise for the purpose of investment and not with a view to, or for resale in connection with, any distribution
thereof; and that upon such exercise of this Option in whole or in part, Optionee (or any person or persons entitled to exercise
this Option under the provisions of Sections 7 and 8 hereof) shall furnish to the Company a written statement to such effect,
satisfactory to the Company in form and substance. If the Shares represented by this Option are registered under the Securities
Act, either before or after the exercise of this Option in whole or in part, the Optionee shall be relieved of the foregoing investment
representation and agreement and shall not be required to furnish the Company with the foregoing written statement.


 


(b)
Optionee further represents that Optionee has had access to theCompany’s regular quarterly and annual reports filed
with the Securities and Exchange Commission (“SEC Filings”). The SEC Filings, which are publicly available documents,
include information relevant to the risk factors associated with any investment in the Company. Optionee has had the reasonable
opportunity to ask questions of the Company and receive answers from the Company concerning its business, operations and financial
condition and previous equity sales, and to have all such questions answered to the full satisfaction of the Optionee.


 






    A-4


     


    

 


(c)
Unless and until the Shares represented by this Option are registered under the Securities Act, all certificates representing
the Shares and any certificates subsequently issued in substitution therefor and any certificate for any securities issued pursuant
to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially
the following form,


 


			THESE
                                         SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF
                                         1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE.
                                         NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR
                                         OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY
                                         APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.



 


			THE
                                         SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN INCENTIVE
                                         STOCK OPTION AGREEMENT DATED ____________ BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS
                                         THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN
                                         CONDITIONS.



 


and/or
such other legend or legends as the Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions
with respect to the Shares have been placed with the Company's transfer agent.


 


14.
Effects of Early Disposition. Optionee understands that if an Optionee disposes of shares acquired hereunder within two
(2) years after the date of this Option or within one (1) year after the date of issuance of such shares to Optionee, such Optionee
will be treated for income tax purposes as having received ordinary income at the time of such disposition of an amount generally
measured by the difference between the purchase price and the fair market value of such stock on the date of exercise, subject
to adjustment for any tax previously paid, in addition to any tax on the difference between the sales price and Optionee's adjusted
cost basis in such shares. The foregoing amount may be measured differently if Optionee is an officer, director or ten percent
holder of the Company. Optionee agrees to notify the Company within ten (10) working days of any such disposition.


 


15.
Stand-off Agreement. Optionee agrees that in connection with any secondary registration of the Company's securities under
the Securities Act, and upon the request of the Company or any underwriter managing an underwritten offering of the Company's
securities, Optionee shall not sell, short any sale of, loan, grant an option for, or otherwise dispose of any of the Shares (other
than Shares included in the offering) without the prior written consent of the Company or such managing underwriter, as applicable,
for a period of at least one year following the effective date of registration of such offering.


 






    A-5


     


    

 


16.
Restriction Upon Transfer. The Shares may not be sold, transferred or otherwise disposed of and shall not be pledged or
otherwise hypothecated by the Optionee except as hereinafter provided.


 


(a)
Repurchase Right on Termination Other Than for Cause. For the purposes of this Section, a "Repurchase Event"
shall mean an occurrence of one of (i) termination of Optionee's employment by the Company, voluntary or involuntary and with
or without cause; (ii) retirement or death of Optionee; (iii) bankruptcy of Optionee, which shall be deemed to have occurred as
of the date on which a voluntary or involuntary petition in bankruptcy is filed with a court of competent jurisdiction; (iv) dissolution
of the marriage of Optionee, to the extent that any of the Shares are allocated as the sole and separate property of Optionee's
spouse pursuant thereto (in which case this Section shall only apply to the Shares so affected); or (v) any attempted transfer
by the Optionee of Shares, or any interest therein, in violation of this Agreement. Upon the occurrence of a Repurchase Event,
the Company shall have the right (but not an obligation) to repurchase all or any portion of the Shares of Optionee at a price
equal to the fair value of the Shares as of the date of the Repurchase Event.


 


(b)
Repurchase Right on Termination for Cause. In the event Optionee's employment is terminated by the Company "for
cause", then the Company shall have the right (but not an obligation) to repurchase Shares of Optionee at a price equal
to the Exercise Price. Such right of the Company to repurchase Shares shall apply to 100% of the Shares for one (1) year from
the date of this Agreement; and shall thereafter lapse at the rate of twenty percent (20%) of the Shares on each anniversary of
the date of this Agreement. In addition, the Company shall have the right, in the sole discretion of the Board and without obligation,
to repurchase upon termination for cause all or any portion of the Shares of Optionee, at a price equal to the fair value of the
Shares as of the date of termination, which right is not subject to the foregoing lapsing of rights. In the event the Company
elects to repurchase the Shares, the stock certificates representing the same shall forthwith be returned to the Company for cancellation.


 


(c)
Exercise of Repurchase Right. Any Repurchase Right under Paragraphs 16(a) or 16(b) shall be exercised by giving notice
of exercise as provided herein to Optionee or the estate of Optionee, as applicable. Such right shall be exercised, and the repurchase
price thereunder shall be paid, by the Company within a ninety (90) day period beginning on the date of notice to the Company
of the occurrence of such Repurchase Event (except in the case of termination of employment or retirement, where such option period
shall begin upon the occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form of cash (including
a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Optionee for the Shares.
If the Company can not purchase all such Shares because it is unable to meet the financial tests set forth in Delaware law, the
Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections. Any Shares not purchased
by the Company hereunder shall no longer be subject to the provisions of this Section 16.


 






    A-6


     


    

 


(d)
Right of First Refusal. In the event Optionee desires to transfer any Shares during his or her lifetime, Optionee shall
first offer to sell such Shares to the Company. Optionee shall deliver to the Company written notice of the intended sale, such
notice to specify the number of Shares to be sold, the proposed purchase price and terms of payment, and grant the Company an
option for a period of thirty days following receipt of such notice to purchase the offered Shares upon the same terms and conditions.
To exercise such option, the Company shall give notice of that fact to Optionee within the thirty (30) day notice period and agree
to pay the purchase price in the manner provided in the notice. If the Company does not purchase all of the Shares so offered
during foregoing option period, Optionee shall be under no obligation to sell any of the offered Shares to the Company, but may
dispose of such Shares in any lawful manner during a period of one hundred and eighty (180) days following the end of such notice
period, except that Optionee shall not sell any such Shares to any other person at a lower price or upon more favorable terms
than those offered to the Company.


 


(e)
Acceptance of Restrictions. Acceptance of the Shares shall constitute the Optionee's agreement to such restrictions and
the legending of his certificates with respect thereto. Notwithstanding such restrictions, however, so long as the Optionee is
the holder of the Shares, or any portion thereof, he shall be entitled to receive all dividends declared on and to vote the Shares
and to all other rights of a shareholder with respect thereto.


 


(f)
Permitted Transfers. Notwithstanding any provisions in this Section 16 to the contrary, the Optionee may transfer Shares
subject to this Agreement to his or her parents, spouse or domestic partner, children, or grandchildren, or a trust for the benefit
of the Optionee or any such transferee(s); provided, that such permitted transferee(s) shall hold the Shares subject to all the
provisions of this Agreement (all references to the Optionee herein shall in such cases refer mutatis mutandis to the permitted
transferee, except in the case of clause (iv) of Section 16(a) wherein the permitted transfer shall be deemed to be rescinded);
and provided further, that notwithstanding any other provisions in this Agreement, a permitted transferee may not, in turn, make
permitted transfers without the written consent of the Optionee and the Company.


 


(g)
Release of Restrictions on Shares. All other restrictions under this Section 16 shall terminate five (5) years following
the date of this Agreement.


 



17.
Notices. Any notice required to be given pursuant to this Option or the Plan shall be in writing and shall be deemed to
be delivered upon receipt or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage prepaid,
addressed to Optionee at the address last provided to the Company by Optionee for his or her employee records.


 



18.
Agreement Subject to Plan; Applicable Law. This Option is made pursuant to the Plan and shall be interpreted to comply
therewith. A copy of such Plan is available to Optionee, at no charge, at the principal office of the Company. Any provision of
this Option inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan. This Option
has been granted, executed and delivered in the State of Delaware, and the interpretation and enforcement shall be governed by
the laws thereof and subject to the exclusive jurisdiction of the courts therein.


 






    A-7


     


    

 


In
Witness Whereof, the parties hereto have executed this Option
as of the date first above written.


 








	 	COMPANY:	OMAGINE, INC.
	 	 	a Delaware corporation
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	OPTIONEE:	 	 
	 	 	By:	 
	 	 	 	(signature)
	 	 	 	 
	 	 	Name:	 




 


(one
of the following, as appropriate, shall be signed)


 


	I
    certify that as of the date hereof I am unmarried	 	By
his or her signature, the spouse of Optionee hereby agrees to be bound by the provisions of the foregoing INCENTIVE STOCK OPTION
AGREEMENT

	 	 	 
	 	 	 
	Optionee	 	Spouse
    of Optionee


 






    A-8


     


    







 


Appendix
A


 


NOTICE
OF EXERCISE


 


Omagine,
Inc. 


Empire
State Building


350
Fifth Avenue


Suite
4815-17


New
York, NY 10118


 


Re:
Incentive Stock Option


 


Notice
is hereby given pursuant to Section 6 of my Incentive Stock Option Agreement that I elect to purchase the number of shares set
forth below at the exercise price set forth in my option agreement:


 


Incentive
Stock Option Agreement dated: ____________


 


Number
of shares being purchased: ____________


 


Exercise
Price: $____________


 


A
check in the amount of the aggregate price of the shares being purchased is attached.


 


I
hereby confirm that such shares are being acquired by me for my own account for investment purposes, and not with a view to, or
for resale in connection with, any distribution thereof. I will not sell or dispose of my Shares in violation of the Securities
Act of 1933, as amended, or any applicable federal or state securities laws. Further, I understand that the exemption from taxable
income at the time of exercise is dependent upon my holding such stock for a period of at least one year from the date of exercise
and two years from the date of grant of the Option.


 


I
understand that the certificate representing the Option Shares will bear a restrictive legend within the contemplation of the
Securities Act and as required by such other state or federal law or regulation applicable to the issuance or delivery of the
Option Shares.


 


I
agree to provide to the Company such additional documents or information as may be required pursuant to the Omagine, Inc. 2014
Stock Option Plan.


 





	 	 	By:	 
	 	 	 	(signature)
	 	 	Name:	 




 




     


     

    

 


EXHIBIT
B-1


 


OMAGINE,
INC.


EMPLOYEE
NONSTATUTORY STOCK OPTION AGREEMENT


 





 



 


This
Employee Nonstatutory Stock Option Agreement ("Agreement")
is made and entered into as of the date set forth below, by and between OMAGINE, INC., a Delaware corporation (the "Company"),
and the following employee of the Company ("Optionee"):


 


In
consideration of the covenants herein set forth, the parties hereto agree as follows:


 





	 	1. Option
    Information.	 	 
	 	 	 	 	 	 
	 	 	(a)	Date
    of Option:	 	 
	 	 	 	 	 	 
	 	 	(b)	Optionee:	 	 
	 	 	 	 	 	 
	 	 	(c)	Number
    of Shares:	 	 
	 	 	 	 	 	 
	 	 	(d)	Exercise
    Price:	 	 
	 	 	 	 	 	 
	 	 	(e)	Expiration
    Date:	 	 


 


2.
Acknowledgements.


 


(a)
Optionee is an employee of the Company.


 


(b)
The Board of Directors (the "Board" which term shall include an authorized committee of the Board of Directors)
and shareholders of the Company have heretofore adopted the Omagine, Inc. 2014 Stock Option Plan (the "Plan"),
pursuant to which this Option is being granted; and


 


(c)
The Board has authorized the granting to Optionee of a nonstatutory stock option ("Option") to purchase shares
of common stock of the Company ("Stock") upon the terms and conditions hereinafter stated and pursuant to an
exemption from registration under the Securities Act of 1933, as amended (the "Securities Act") provided by Section
4(2) thereunder.


 


3.
Shares; Price. Company hereby grants to Optionee the right to purchase, upon and subject to the terms and conditions herein
stated, the number of shares of Stock set forth in Section 1(c) above (the "Shares") for cash (or other consideration
as is authorized under the Plan and acceptable to the Board of Directors of the Company, in their sole and absolute discretion)
at the price per Share set forth in Section 1(d) above (the "Exercise Price"), such price being not less than
eighty-five percent (85%) of the fair market value per share of the Shares covered by this Option as of the date hereof.


 






    B-1-1


     


    

 


4.
Term of Option; Continuation of Service. This Option shall expire, and all rights hereunder to purchase the Shares shall
terminate as indicated in 1(e) above, but in no case shall the expiration date be more than five (5) years from the date hereof.
This Option shall earlier terminate subject to Sections 7 and 8 hereof upon, and as of the date of, the termination of Optionee's
employment if such termination occurs prior to the end of such five (5) year period. Nothing contained herein shall confer upon
Optionee the right to the continuation of his or her employment by the Company or to interfere with the right of the Company to
terminate such employment or to increase or decrease the compensation of Optionee from the rate in existence at the date hereof.


 


5.
Vesting of Option. Subject to the provisions of Sections 7 and 8 hereof, this Option shall become exercisable as follows:
______________________.


 


6.
Exercise. This Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number
of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached
hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such
other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation
as provided for in Section 13 hereof. This Option shall not be assignable or transferable, except by will or by the laws of descent
and distribution, and shall be exercisable only by Optionee during his or her lifetime, except as provided in Section 8 hereof.


 


7.
Termination of Employment. If Optionee shall cease to be employed by the Company for any reason, whether voluntarily or
involuntarily, other than by his or her death, Optionee (or if the Optionee shall die after such termination, but prior to such
exercise date, Optionee's personal representative or the person entitled to succeed to the Option) shall have the right at any
time within three (3) months following such termination of employment or the remaining term of this Option, whichever is the lesser,
to exercise in whole or in part this Option to the extent, but only to the extent, that this Option was exercisable as of the
date of termination of employment and had not previously been exercised; provided, however: (i) if Optionee is permanently disabled
(within the meaning of Section 22(e)(3) of the Code) at the time of termination, the foregoing three (3) month period shall be
extended to six (6) months; or (ii) if Optionee is terminated "for cause" as that term is defined under Delaware law
(including case law related thereto), or by the terms of the Plan or this Option Agreement or by any employment agreement between
the Optionee and the Company, this Option shall automatically terminate as to all Shares covered by this Option not exercised
prior to termination.


 


Unless
earlier terminated, all rights under this Option shall terminate in any event on the expiration date of this Option as defined
in Section 4 hereof.


 


8.
Death of Optionee. If the Optionee shall die while in the employ of the Company, Optionee's personal representative or
the person entitled to Optionee's rights hereunder may at any time within six (6) months after the date of Optionee's death, or
during the remaining term of this Option, whichever is the lesser, exercise this Option and purchase Shares to the extent, but
only to the extent, that Optionee could have exercised this Option as of the date of Optionee's death; provided, in any case,
that this Option may be so exercised only to the extent that this Option has not previously been exercised by Optionee.


 






    B-1-2


     


    

 


9.
No Rights as Shareholder. Optionee shall have no rights as a shareholder with respect to the Shares covered by any installment
of this Option until the effective date of issuance of the Shares following exercise of this Option, and no adjustment will be
made for dividends or other rights for which the record date is prior to the date such stock certificate or certificates are issued
except as provided in Section 10 hereof.


 


10.
Recapitalization. Subject to any required action by the shareholders of the Company, the number of Shares covered by this
Option, and the Exercise Price thereof, shall be proportionately adjusted for any increase or decrease in the number of issued
shares resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease
in the number of such shares effected without receipt of consideration by the Company; provided however that the conversion of
any convertible securities of the Company shall not be deemed having been "effected without receipt of consideration by the
Company".


 


In
the event of a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving
entity, or a sale of all or substantially all of the assets or capital stock of the Company (collectively, a "Reorganization"),
unless otherwise provided by the Board, this Option shall terminate immediately prior to such date as is determined by the Board,
which date shall be no later than the consummation of such Reorganization. In such event, if the entity which shall be the surviving
entity does not tender to Optionee an offer, for which it has no obligation to do so, to substitute for any unexercised Option
a stock option or capital stock of such surviving of such surviving entity, as applicable, which on an equitable basis shall provide
the Optionee with substantially the same economic benefit as such unexercised Option, then the Board may grant to such Optionee,
in its sole and absolute discretion and without obligation, the right for a period commencing thirty (30) days prior to and ending
immediately prior to the date determined by the Board pursuant hereto for termination of the Option or during the remaining term
of the Option, whichever is the lesser, to exercise any unexpired Option or Options without regard to the installment provisions
of Section 5; provided, however, that such exercise shall be subject to the consummation of such Reorganization.


 


Subject
to any required action by the shareholders of the Company, if the Company shall be the surviving entity in any merger or consolidation,
this Option thereafter shall pertain to and apply to the securities to which a holder of Shares equal to the Shares subject to
this Option would have been entitled by reason of such merger or consolidation, and the installment provisions of Section 5 shall
continue to apply.


 


To
the extent that the foregoing adjustments relate to shares or securities of the Company, such adjustments shall be made by the
Board, whose determination in that respect shall be final, binding and conclusive. Except as hereinbefore expressly provided,
Optionee shall have no rights by reason of any subdivision or consolidation of shares of Stock of any class or the payment of
any stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number and price of
Shares subject to this Option shall not be affected by, and no adjustments shall be made by reason of, any dissolution, liquidation,
merger, consolidation or sale of assets or capital stock, or any issue by the Company of shares of stock of any class or securities
convertible into shares of stock of any class.


 






    B-1-3


     


    

 


The
grant of this Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations
or changes in its capital or business structure or to merge, consolidate, dissolve or liquidate or to sell or transfer all or
any part of its business or assets.


 


11.
Taxation upon Exercise of Option. Optionee understands that, upon exercise of this Option, Optionee will recognize income,
for Federal and state income tax purposes, in an amount equal to the amount by which the fair market value of the Shares, determined
as of the date of exercise, exceeds the Exercise Price. The acceptance of the Shares by Optionee shall constitute an agreement
by Optionee to report such income in accordance with then applicable law and to cooperate with Company in establishing the amount
of such income and corresponding deduction to the Company for its income tax purposes. Withholding for federal or state income
and employment tax purposes will be made, if and as required by law, from Optionee's then current compensation, or, if such current
compensation is insufficient to satisfy withholding tax liability, the Company may require Optionee to make a cash payment to
cover such liability as a condition of the exercise of this Option.


 


12.
Modification, Extension and Renewal of Options. The Board or Committee, as described in the Plan, may modify, extend or
renew this Option or accept the surrender thereof (to the extent not theretofore exercised) and authorize the granting of a new
option in substitution therefore (to the extent not theretofore exercised), subject at all times to the Plan, the Code and applicable
state law. Notwithstanding the foregoing provisions of this Section 12, no modification shall, without the consent of the Optionee,
alter to the Optionee's detriment or impair any rights of Optionee hereunder.


 


13.
Investment Intent; Restrictions on Transfer.


 


(a)
Optionee represents and agrees that if Optionee exercises this Option in whole or in part, Optionee will in each case acquire
the Shares upon such exercise for the purpose of investment and not with a view to, or for resale in connection with, any distribution
thereof; and that upon such exercise of this Option in whole or in part, Optionee (or any person or persons entitled to exercise
this Option under the provisions of Sections 7 and 8 hereof) shall furnish to the Company a written statement to such effect,
satisfactory to the Company in form and substance. If the Shares represented by this Option are registered under the Securities
Act, either before or after the exercise of this Option in whole or in part, the Optionee shall be relieved of the foregoing investment
representation and agreement and shall not be required to furnish the Company with the foregoing written statement.


 






    B-1-4


     


    

 


(b)
Optionee further represents that Optionee has had access to the Company’s regular quarterly and annual reports filed
with the Securities and Exchange Commission (“SEC Filings”). The SEC Filings, which are publicly available
documents, include information relevant to the risk factors associated with any investment in the Company. Optionee has had
the reasonable opportunity to ask questions of the Company and receive answers from the Company concerning its business,
operations and financial condition and previous equity sales, and to have all such questions answered to the full
satisfaction of the Optionee.


 


(c)
Unless and until the Shares represented by this Option are registered under the Securities Act, all certificates representing
the Shares and any certificates subsequently issued in substitution therefor and any certificate for any securities issued pursuant
to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially
the following form:


 


			THESE
                                         SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF
                                         1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE.
                                         NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR
                                         OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY
                                         APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.



 


			THE
                                         SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN NONSTATUTORY
                                         STOCK OPTION AGREEMENT DATED ____________ BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS
                                         THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN
                                         CONDITIONS.



 


and/or
such other legend or legends as the Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions
with respect to the Shares have been placed with the Company's transfer agent.


 


14.
Stand-off Agreement. Optionee agrees that, in connection with any secondary registration of the Company's securities under
the Securities Act, and upon the request of the Company or any underwriter managing an underwritten offering of the Company's
securities, Optionee shall not sell, short any sale of, loan, grant an option for, or otherwise dispose of any of the Shares (other
than Shares included in the offering) without the prior written consent of the Company or such managing underwriter, as applicable,
for a period of at least one year following the effective date of registration of such offering.


 






    B-1-5


     


    

 


15.
Restriction Upon Transfer. The Shares may not be sold, transferred or otherwise disposed of and shall not be pledged or
otherwise hypothecated by the Optionee except as hereinafter provided.


 


(a)
Repurchase Right on Termination Other Than for Cause. For the purposes of this Section, a "Repurchase Event"
shall mean an occurrence of one of (i) termination of Optionee's employment by the Company, voluntary or involuntary and with
or without cause; (ii) retirement or death of Optionee; (iii) bankruptcy of Optionee, which shall be deemed to have occurred as
of the date on which a voluntary or involuntary petition in bankruptcy is filed with a court of competent jurisdiction; (iv) dissolution
of the marriage of Optionee, to the extent that any of the Shares are allocated as the sole and separate property of Optionee's
spouse pursuant thereto (in which case, this Section shall only apply to the Shares so affected); or (v) any attempted transfer
by the Optionee of Shares, or any interest therein, in violation of this Agreement. Upon the occurrence of a Repurchase Event,
the Company shall have the right (but not an obligation) to repurchase all or any portion of the Shares of Optionee at a price
equal to the fair value of the Shares as of the date of the Repurchase Event.


 


(b)
Repurchase Right on Termination for Cause. In the event Optionee's employment is terminated by the Company "for cause",
then the Company shall have the right (but not an obligation) to repurchase Shares of Optionee at a price equal to the Exercise
Price. Such right of the Company to repurchase Shares shall apply to 100% of the Shares for one (1) year from the date of this
Agreement; and shall thereafter lapse at the rate of twenty percent (20%) of the Shares on each anniversary of the date of this
Agreement. In addition, the Company shall have the right, in the sole discretion of the Board and without obligation, to repurchase
upon termination for cause all or any portion of the Shares of Optionee, at a price equal to the fair value of the Shares as of
the date of termination, which right is not subject to the foregoing lapsing of rights. In the event the Company elects to repurchase
the Shares, the stock certificates representing the same shall forthwith be returned to the Company for cancellation.


 


(c)
Exercise of Repurchase Right. Any Repurchase Right under Paragraphs 15(a) or 15(b) shall be exercised by giving notice
of exercise as provided herein to Optionee or the estate of Optionee, as applicable. Such right shall be exercised, and the repurchase
price thereunder shall be paid, by the Company within a ninety (90) day period beginning on the date of notice to the Company
of the occurrence of such Repurchase Event (except in the case of termination of employment or retirement, where such option period
shall begin upon the occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form of cash (including
a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Optionee for the Shares.
If the Company can not purchase all such Shares because it is unable to meet the financial tests set forth in Delaware law, the
Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections. Any Shares not purchased
by the Company hereunder shall no longer be subject to the provisions of this Section 15.


 






    B-1-6


     


    

 


(d)
Right of First Refusal. In the event Optionee desires to transfer any Shares during his or her lifetime, Optionee shall
first offer to sell such Shares to the Company. Optionee shall deliver to the Company written notice of the intended sale, such
notice to specify the number of Shares to be sold, the proposed purchase price and terms of payment, and grant the Company an
option for a period of thirty days following receipt of such notice to purchase the offered Shares upon the same terms and conditions.
To exercise such option, the Company shall give notice of that fact to Optionee within the thirty (30) day notice period and agree
to pay the purchase price in the manner provided in the notice. If the Company does not purchase all of the Shares so offered
during foregoing option period, Optionee shall be under no obligation to sell any of the offered Shares to the Company, but may
dispose of such Shares in any lawful manner during a period of one hundred and eighty (180) days following the end of such notice
period, except that Optionee shall not sell any such Shares to any other person at a lower price or upon more favorable terms
than those offered to the Company.


 


(e)
Acceptance of Restrictions. Acceptance of the Shares shall constitute the Optionee's agreement to such restrictions and
the legending of his certificates with respect thereto. Notwithstanding such restrictions, however, so long as the Optionee is
the holder of the Shares, or any portion thereof, he shall be entitled to receive all dividends declared on and to vote the Shares
and to all other rights of a shareholder with respect thereto.


 


(f)
Permitted Transfers. Notwithstanding any provisions in this Section 15 to the contrary, the Optionee may transfer Shares
subject to this Agreement to his or her parents, spouse, children, or grandchildren, or a trust for the benefit of the Optionee
or any such transferee(s); provided, that such permitted transferee(s) shall hold the Shares subject to all the provisions of
this Agreement (all references to the Optionee herein shall in such cases refer mutatis mutandis to the permitted transferee,
except in the case of clause (iv) of Section 15(a) wherein the permitted transfer shall be deemed to be rescinded); and provided
further, that notwithstanding any other provisions in this Agreement, a permitted transferee may not, in turn, make permitted
transfers without the written consent of the Optionee and the Company.


 


(g)
Release of Restrictions on Shares. All other restrictions under this Section 15 shall terminate five (5) years following
the date of this Agreement.


 


16.
Notices. Any notice required to be given pursuant to this Option or the Plan shall be in writing and shall be deemed to
be delivered upon receipt or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage prepaid,
addressed to Optionee at the address last provided by Optionee for his or her employee records.


 


17.
Agreement Subject to Plan; Applicable Law. This Option is made pursuant to the Plan and shall be interpreted to comply
therewith. A copy of such Plan is available to Optionee, at no charge, at the principal office of the Company. Any provision of
this Option inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan. This Option
has been granted, executed and delivered in the State of Delaware, and the interpretation and enforcement shall be governed by
the laws thereof and subject to the exclusive jurisdiction of the courts therein.


 






    B-1-7


     


    

 


In
Witness Whereof, the parties hereto have executed this Option
as of the date first above written.


 











	 	COMPANY:	OMAGINE, INC.
	 	 	a Delaware corporation
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	OPTIONEE:	 	 
	 	 	By:	 
	 	 	 	(signature)
	 	 	 	 
	 	 	Name:	 




 


(one
of the following, as appropriate, shall be signed)


 


	I
    certify that as of the date hereof I am unmarried	 	By
his or her signature, the spouse of Optionee hereby agrees to be bound by the provisions of the foregoing INCENTIVE STOCK OPTION
AGREEMENT

	 	 	 
	 	 	 
	Optionee	 	Spouse
    of Optionee


 






    B-1-8


     


    

 


Appendix
A


 


NOTICE
OF EXERCISE


 


Omagine,
Inc.


Empire
State Building


350
Fifth Avenue, Suite 4815-17


New
York, NY 10118


 


Re:
Nonstatutory Stock Option


 


Notice
is hereby given pursuant to Section 6 of my Nonstatutory Stock Option Agreement that I elect to purchase the number of shares
set forth below at the exercise price set forth in my option agreement:


 


Nonstatutory
Stock Option Agreement dated: ____________


 


Number
of shares being purchased: ____________


 


Exercise
Price: $____________


 


A
check in the amount of the aggregate price of the shares being purchased is attached.


 


I
hereby confirm that such shares are being acquired by me for my own account for investment purposes, and not with a view to, or
for resale in connection with, any distribution thereof. I will not sell or dispose of my Shares in violation of the Securities
Act of 1933, as amended, or any applicable federal or state securities laws. Further, I understand that the exemption from taxable
income at the time of exercise is dependent upon my holding such stock for a period of at least one year from the date of exercise
and two years from the date of grant of the Option.


 


I
understand that the certificate representing the Option Shares will bear a restrictive legend within the contemplation of the
Securities Act and as required by such other state or federal law or regulation applicable to the issuance or delivery of the
Option Shares.


 


I
agree to provide to the Company such additional documents or information as may be required pursuant to the Omagine, Inc. 2014
Stock Option Plan.


 





	 	 	By:	 
	 	 	 	(signature)
	 	 	Name:	 




 




    	 



    	 



    

 


EXHIBIT
B-2


 


OMAGINE,
INC.


NONSTATUTORY
STOCK OPTION AGREEMENT


 





 








 


This
Nonstatutory Stock Option Agreement ("Agreement")
is made and by and between OMAGINE, INC., a Delaware corporation (the "Company"), and the following Director
of the Company ("Optionee"):


 


In
consideration of the covenants herein set forth, the parties hereto agree as follows:


 





	 	1.  Option
    Information.	 	 
	 	 	 	 	 	 
	 	 	(a)	Date
    of Option:	 	 
	 	 	 	 	 	 
	 	 	(b)	Optionee:	 	 
	 	 	 	 	 	 
	 	 	(c)	Number
    of Shares:	 	 
	 	 	 	 	 	 
	 	 	(d)	Exercise
    Price:	 	 
	 	 	 	 	 	 
	 	 	(e)	Expiration
    Date:	 	 


 


2.
Acknowledgements.


 


(a)
Optionee is a member of the Board of Directors of the Company.





(b)
The Board of Directors (the "Board" which term shall include an authorized committee of the Board of Directors)
and shareholders of the Company have heretofore adopted a 2014 Incentive Stock Plan (the "Plan"), pursuant to
which this Option is being granted; and


 





(c)
The Board has authorized the granting to Optionee of a nonstatutory stock option ("Option") to purchase shares
of common stock of the Company ("Stock") upon the terms and conditions hereinafter stated and pursuant to an
exemption from registration under the Securities Act of 1933, as amended (the "Securities Act") provided by Section
4(2) thereunder.


 


3.
Shares; Price. Company hereby grants to Optionee the right to purchase, upon and subject to the terms and conditions herein
stated, the number of shares of Stock set forth in Section 1(c) above (the "Shares") for cash (or other consideration
as is authorized under the Plan and acceptable to the Board of Directors of the Company, in their sole and absolute discretion)
at the price per Share set forth in Section 1(d) above (the "Exercise Price"), such price being not less than
eighty-five percent (85%) of the fair market value per share of the Shares covered by this Option as of the date hereof.


 


4.
Term of Option; Continuation of Service. This Option shall expire, and all rights hereunder to purchase the Shares shall
terminate as indicated in 1(e) above, but in no case shall the expiration date be more than ten (10) years from the date hereof.
This Option shall earlier terminate subject to Sections 7 and 8 hereof upon, and as of the date of, the termination of Optionee's
employment if such termination occurs prior to the end of such expiration date. Nothing contained herein shall confer upon Optionee
the right to the continuation of his or her employment by the Company or to interfere with the right of the Company to terminate
such employment or to increase or decrease the compensation of Optionee from the rate in existence at the date hereof.


 






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5.
Vesting of Option. Subject to the provisions of Sections 7 and 8 hereof, this Option shall become exercisable as follows:
________________.


 


6.
Exercise. This Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number
of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached
hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such
other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation
as provided for in Section 13 hereof. This Option shall not be assignable or transferable, except by will or by the laws of descent
and distribution, and shall be exercisable only by Optionee during his or her lifetime, except as provided in Section 8 hereof.


 


7.
Termination of Service. If Optionee shall cease to serve as a Director of the Company for any reason, no further installments
shall vest pursuant to Section 5, and the maximum number of Shares that Optionee may purchase pursuant hereto shall be limited
to the number of Shares that were vested as of the date Optionee ceases to be a Director (to the nearest whole Share). Thereupon,
Optionee shall have the right to exercise this Option, at any time during the remaining term hereof, to the extent, but only to
the extent, that this Option was exercisable as of the date Optionee ceases to be a Director; provided, however, if Optionee is
removed as a Director pursuant to Delaware law, the foregoing right to exercise shall automatically terminate on the date Optionee
ceases to be a Director as to all Shares covered by this Option not exercised prior to termination. Unless earlier terminated,
all rights under this Option shall terminate in any event on the expiration date of this Option as defined in Section 4 hereof.


 


8.
Death of Optionee. If the Optionee shall die while in the employ of the Company, Optionee's personal representative or
the person entitled to Optionee's rights hereunder may at any time within six (6) months after the date of Optionee's death, or
during the remaining term of this Option, whichever is the lesser, exercise this Option and purchase Shares to the extent, but
only to the extent, that Optionee could have exercised this Option as of the date of Optionee's death; provided, in any case,
that this Option may be so exercised only to the extent that this Option has not previously been exercised by Optionee.


 


9.
No Rights as Shareholder. Optionee shall have no rights as a shareholder with respect to the Shares covered by any installment
of this Option until the effective date of issuance of the Shares following exercise of this Option, and no adjustment will be
made for dividends or other rights for which the record date is prior to the date such stock certificate or certificates are issued
except as provided in Section 10 hereof.


 






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10.
Recapitalization. Subject to any required action by the shareholders of the Company, the number of Shares covered by this
Option, and the Exercise Price thereof, shall be proportionately adjusted for any increase or decrease in the number of issued
shares resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease
in the number of such shares effected without receipt of consideration by the Company; provided however that the conversion of
any convertible securities of the Company shall not be deemed having been "effected without receipt of consideration by the
Company".


 


In
the event of a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving
entity, or a sale of all or substantially all of the assets or capital stock of the Company (collectively, a "Reorganization"),
unless otherwise provided by the Board, this Option shall terminate immediately prior to such date as is determined by the Board,
which date shall be no later than the consummation of such Reorganization. In such event, if the entity which shall be the surviving
entity does not tender to Optionee an offer, for which it has no obligation to do so, to substitute for any unexercised Option
a stock option or capital stock of such surviving of such surviving entity, as applicable, which on an equitable basis shall provide
the Optionee with substantially the same economic benefit as such unexercised Option, then the Board may grant to such Optionee,
in its sole and absolute discretion and without obligation, the right for a period commencing thirty (30) days prior to and ending
immediately prior to the date determined by the Board pursuant hereto for termination of the Option or during the remaining term
of the Option, whichever is the lesser, to exercise any unexpired Option or Options without regard to the installment provisions
of Section 5; provided, however, that such exercise shall be subject to the consummation of such Reorganization.


 


Subject
to any required action by the shareholders of the Company, if the Company shall be the surviving entity in any merger or consolidation,
this Option thereafter shall pertain to and apply to the securities to which a holder of Shares equal to the Shares subject to
this Option would have been entitled by reason of such merger or consolidation, and the installment provisions of Section 5 shall
continue to apply.


 


To
the extent that the foregoing adjustments relate to shares or securities of the Company, such adjustments shall be made by the
Board, whose determination in that respect shall be final, binding and conclusive. Except as hereinbefore expressly provided,
Optionee shall have no rights by reason of any subdivision or consolidation of shares of Stock of any class or the payment of
any stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number and price of
Shares subject to this Option shall not be affected by, and no adjustments shall be made by reason of, any dissolution, liquidation,
merger, consolidation or sale of assets or capital stock, or any issue by the Company of shares of stock of any class or securities
convertible into shares of stock of any class.


 


The
grant of this Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations
or changes in its capital or business structure or to merge, consolidate, dissolve or liquidate or to sell or transfer all or
any part of its business or assets.


 






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11.
Taxation upon Exercise of Option. Optionee understands that, upon exercise of this Option, Optionee will recognize income,
for Federal and state income tax purposes, in an amount equal to the amount by which the fair market value of the Shares, determined
as of the date of exercise, exceeds the Exercise Price. The acceptance of the Shares by Optionee shall constitute an agreement
by Optionee to report such income in accordance with then applicable law and to cooperate with Company in establishing the amount
of such income and corresponding deduction to the Company for its income tax purposes. Withholding for federal or state income
and employment tax purposes will be made, if and as required by law, from Optionee's then current compensation, or, if such current
compensation is insufficient to satisfy withholding tax liability, the Company may require Optionee to make a cash payment to
cover such liability as a condition of the exercise of this Option.


 


12.
Modification, Extension and Renewal of Options. The Board or Committee, as described in the Plan, may modify, extend or
renew this Option or accept the surrender thereof (to the extent not theretofore exercised) and authorize the granting of a new
option in substitution therefore (to the extent not theretofore exercised), subject at all times to the Plan, the Code and applicable
state law. Notwithstanding the foregoing provisions of this Section 12, no modification shall, without the consent of the Optionee,
alter to the Optionee's detriment or impair any rights of Optionee hereunder.


 


13.
Investment Intent; Restrictions on Transfer.


 


(a)
Optionee represents and agrees that if Optionee exercises this Option in whole or in part, Optionee will in each case acquire
the Shares upon such exercise for the purpose of investment and not with a view to, or for resale in connection with, any distribution
thereof; and that upon such exercise of this Option in whole or in part, Optionee (or any person or persons entitled to exercise
this Option under the provisions of Sections 7 and 8 hereof) shall furnish to the Company a written statement to such effect,
satisfactory to the Company in form and substance. If the Shares represented by this Option are registered under the Securities
Act, either before or after the exercise of this Option in whole or in part, the Optionee shall be relieved of the foregoing investment
representation and agreement and shall not be required to furnish the Company with the foregoing written statement.


 


(b)
Optionee further represents that Optionee has had access to the Company’s regular quarterly and annual reports filed
with the Securities and Exchange Commission (“SEC Filings”). The SEC Filings, which are publicly available
documents, include information relevant to the risk factors associated with any investment in the Company. Optionee has had
the reasonable opportunity to ask questions of the Company and receive answers from the Company concerning its business,
operations and financial condition and previous equity sales, and to have all such questions answered to the full
satisfaction of the Optionee.


 






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(c)
Unless and until the Shares represented by this Option are registered under the Securities Act, all certificates representing
the Shares and any certificates subsequently issued in substitution therefor and any certificate for any securities issued pursuant
to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially
the following form:


 


			THESE
                                         SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF
                                         1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE.
                                         NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR
                                         OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY
                                         APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.



 


			THE
                                         SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN NONSTATUTORY
                                         STOCK OPTION AGREEMENT DATED ____________ BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS
                                         THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN
                                         CONDITIONS.



 


and/or
such other legend or legends as the Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions
with respect to the Shares have been placed with the Company's transfer agent.


 


14.
Stand-off Agreement. Optionee agrees that, in connection with any secondary registration of the Company's securities under
the Securities Act, and upon the request of the Company or any underwriter managing an underwritten offering of the Company's
securities, Optionee shall not sell, short any sale of, loan, grant an option for, or otherwise dispose of any of the Shares (other
than Shares included in the offering) without the prior written consent of the Company or such managing underwriter, as applicable,
for a period of at least one year following the effective date of registration of such offering.


 






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15.
Restriction Upon Transfer. The Shares may not be sold, transferred or otherwise disposed of and shall not be pledged or
otherwise hypothecated by the Optionee except as hereinafter provided.


 


(a)
Repurchase Right on Termination Other Than by Removal. For the purposes of this Section, a "Repurchase Event"
shall mean an occurrence of one of (i) termination of Optionee's service as a director; (ii) death of Optionee; (iii) bankruptcy
of Optionee, which shall be deemed to have occurred as of the date on which a voluntary or involuntary petition in bankruptcy
is filed with a court of competent jurisdiction; (iv) dissolution of the marriage of Optionee, to the extent that any of the Shares
are allocated as the sole and separate property of Optionee's spouse pursuant thereto (in which case, this Section shall only
apply to the Shares so affected); or (v) any attempted transfer by the Optionee of Shares, or any interest therein, in violation
of this Agreement. Upon the occurrence of a Repurchase Event, and upon mutual agreement of the Company and Optionee, the Company
may repurchase all or any portion of the Shares of Optionee at a price equal to the fair value of the Shares as of the date of
the Repurchase Event.


 


(b)
Repurchase Right on Removal. In the event Optionee is removed as a director pursuant to Delaware law, or Optionee voluntarily
resigns as a director prior to the date upon which the last installment of Shares becomes exercisable pursuant to Section 5, then
the Company shall have the right (but not an obligation) to repurchase Shares of Optionee at a price equal to the Exercise Price.
Such right of the Company to repurchase Shares shall apply to 100% of the Shares for one (1) year from the date of this Agreement;
and shall thereafter lapse ratably in equal annual increments on each anniversary of the date of this Agreement over the term
of this Option specified in Section 4. In addition, the Company shall have the right, in the sole discretion of the Board and
without obligation, to repurchase upon removal or resignation all or any portion of the Shares of Optionee, at a price equal to
the fair value of the Shares as of the date of such removal or resignation, which right is not subject to the foregoing lapsing
of rights. In the event the Company elects to repurchase the Shares, the stock certificates representing the same shall forthwith
be returned to the Company for cancellation.


 


(c)
Exercise of Repurchase Right. Any Repurchase Right under Paragraphs 15(a) or 15(b) shall be exercised by giving notice
of exercise as provided herein to Optionee or the estate of Optionee, as applicable. Such right shall be exercised, and the repurchase
price thereunder shall be paid, by the Company within a ninety (90) day period beginning on the date of notice to the Company
of the occurrence of such Repurchase Event (except in the case of termination or cessation of services as director, where such
option period shall begin upon the occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form
of cash (including a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Optionee
for the Shares. If the Company can not purchase all such Shares because it is unable to meet the financial tests set forth in
Delaware law, the Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections.
Any Shares not purchased by the Company hereunder shall no longer be subject to the provisions of this Section 15.


 






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(d)
Right of First Refusal. In the event Optionee desires to transfer any Shares during his or her lifetime, Optionee shall
first offer to sell such Shares to the Company. Optionee shall deliver to the Company written notice of the intended sale, such
notice to specify the number of Shares to be sold, the proposed purchase price and terms of payment, and grant the Company an
option for a period of thirty days following receipt of such notice to purchase the offered Shares upon the same terms and conditions.
To exercise such option, the Company shall give notice of that fact to Optionee within the thirty (30) day notice period and agree
to pay the purchase price in the manner provided in the notice. If the Company does not purchase all of the Shares so offered
during foregoing option period, Optionee shall be under no obligation to sell any of the offered Shares to the Company, but may
dispose of such Shares in any lawful manner during a period of one hundred and eighty (180) days following the end of such notice
period, except that Optionee shall not sell any such Shares to any other person at a lower price or upon more favorable terms
than those offered to the Company.


 


(e)
Acceptance of Restrictions. Acceptance of the Shares shall constitute the Optionee's agreement to such restrictions and
the legending of his certificates with respect thereto. Notwithstanding such restrictions, however, so long as the Optionee is
the holder of the Shares, or any portion thereof, he shall be entitled to receive all dividends declared on and to vote the Shares
and to all other rights of a shareholder with respect thereto.


 


(f)
Permitted Transfers. Notwithstanding any provisions in this Section 15 to the contrary, the Optionee may transfer Shares
subject to this Agreement to his or her parents, spouse, children, or grandchildren, or a trust for the benefit of the Optionee
or any such transferee(s); provided, that such permitted transferee(s) shall hold the Shares subject to all the provisions of
this Agreement (all references to the Optionee herein shall in such cases refer mutatis mutandis to the permitted transferee,
except in the case of clause (iv) of Section 15(a) wherein the permitted transfer shall be deemed to be rescinded); and provided
further, that notwithstanding any other provisions in this Agreement, a permitted transferee may not, in turn, make permitted
transfers without the written consent of the Optionee and the Company.



(g)
Release of Restrictions on Shares. All other restrictions under this Section 15 shall terminate five (5) years following
the date of this Agreement.


 


16.
Notices. Any notice required to be given pursuant to this Option or the Plan shall be in writing and shall be deemed to
be delivered upon receipt or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage prepaid,
addressed to Optionee at the address last provided by Optionee for use in Company records related to Optionee.


 


17.
Agreement Subject to Plan; Applicable Law. This Option is made pursuant to the Plan and shall be interpreted to comply
therewith. A copy of such Plan is available to Optionee, at no charge, at the principal office of the Company. Any provision of
this Option inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan. This Option
has been granted, executed and delivered in the State of Delaware, and the interpretation and enforcement shall be governed by
the laws thereof and subject to the exclusive jurisdiction of the courts therein.


 






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IN
WITNESS WHEREOF, the parties hereto have executed this Option as of the date first above written.


 











	 	COMPANY:	OMAGINE, INC.
	 	 	a Delaware corporation
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	OPTIONEE:	 	 
	 	 	By:	 
	 	 	 	(signature)
	 	 	 	 
	 	 	Name:	 




 


(one
of the following, as appropriate, shall be signed)


 


	I
    certify that as of the date hereof I am unmarried	 	By
his or her signature, the spouse of Optionee hereby agrees to be bound by the provisions of the foregoing INCENTIVE STOCK OPTION
AGREEMENT

	 	 	 
	 	 	 
	Optionee	 	Spouse
    of Optionee


 






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Appendix
A


 


NOTICE
OF EXERCISE


 


Omagine,
Inc.


Empire State
Building


350 Fifth
Avenue, Suite 4815-17


New York,
NY 10118


 


Re:
Nonstatutory Stock Option


 


Notice
is hereby given pursuant to Section 6 of my Nonstatutory Stock Option Agreement that I elect to purchase the number of shares
set forth below at the exercise price set forth in my option agreement:


 


Nonstatutory
Stock Option Agreement dated: ____________


 


Number
of shares being purchased: ____________


 


Exercise
Price: $____________


 


A
check in the amount of the aggregate price of the shares being purchased is attached.


 


I
hereby confirm that such shares are being acquired by me for my own account for investment purposes, and not with a view to, or
for resale in connection with, any distribution thereof. I will not sell or dispose of my Shares in violation of the Securities
Act of 1933, as amended, or any applicable federal or state securities laws. Further, I understand that the exemption from taxable
income at the time of exercise is dependent upon my holding such stock for a period of at least one year from the date of exercise
and two years from the date of grant of the Option.


 


I
understand that the certificate representing the Option Shares will bear a restrictive legend within the contemplation of the
Securities Act and as required by such other state or federal law or regulation applicable to the issuance or delivery of the
Option Shares.


 


I
agree to provide to the Company such additional documents or information as may be required pursuant to the Omagine, Inc. 2014
Stock Option Plan.


 





	 	By:	 
	 	 	(signature)
	 	 	 
	 	Name:	 




 






     


     


    

 


EXHIBIT
B-3


 


OMAGINE,
INC.


CONSULTANT
NONSTATUTORY STOCK OPTION AGREEMENT


 





 



 


This
Consultant Nonstatutory Stock Option Agreement ("Agreement")
is made and entered into as of the date set forth below, by and between OMAGINE, INC., a Delaware corporation (the "Company"),
and the following consultant to the Company (herein, the "Optionee"):


 


In
consideration of the covenants herein set forth, the parties hereto agree as follows:


 





	 	1. Option
    Information.	 	 
	 	 	 	 	 	 
	 	 	(a)	Date
    of Option:	 	 
	 	 	 	 	 	 
	 	 	(b)	Optionee:	 	 
	 	 	 	 	 	 
	 	 	(c)	Number
    of Shares:	 	 
	 	 	 	 	 	 
	 	 	(d)	Exercise
    Price:	 	 
	 	 	 	 	 	 
	 	 	(e)	Expiration
    Date:	 	 


 


2.
Acknowledgements.


 


(a)
Optionee is an independent consultant to the Company, not an employee;


 


(b)
The Board of Directors (the "Board" which term shall include an authorized committee of the Board of Directors)
and shareholders of the Company have heretofore adopted a Omagine, Inc. 2014 Stock Option Plan (the "Plan"),
pursuant to which this Option is being granted; and


 


(c)
The Board has authorized the granting to Optionee of a nonstatutory stock option ("Option") to purchase shares
of common stock of the Company ("Stock") upon the terms and conditions hereinafter stated and pursuant to an
exemption from registration under the Securities Act of 1933, as amended (the "Securities Act") provided by Section
4(2) thereunder.


 


3.
Shares; Price. The Company hereby grants to Optionee the right to purchase, upon and subject to the terms and conditions
herein stated, the number of shares of Stock set forth in Section 1(c) above (the "Shares") for cash (or other
consideration as is authorized under the Plan and acceptable to the Board, in their sole and absolute discretion) at the price
per Share set forth in Section 1(d) above (the "Exercise Price"), such price being not less than eighty-five
85% of the fair market value per share of the Shares covered by this Option as of the date hereof.


 






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4.
Term of Option. This Option shall expire, and all rights hereunder to purchase the Shares, shall terminate as indicated
in 1(e) above, but in no case shall the expiration date be more than five (5) years from the date hereof. Nothing contained herein
shall be construed to interfere in any way with the right of the Company to terminate Optionee as a consultant to the Company,
or to increase or decrease the compensation paid to Optionee from the rate in effect as of the date hereof. 


 


5.
Vesting of Option. Subject to the provisions of Sections 7 and 8 hereof, this Option shall become exercisable as follows:
__________________.


 


6.
Exercise. This Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number
of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached
hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such
other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation
as provided for in Section 13 hereof. This Option shall not be assignable or transferable, except by will or by the laws of descent
and distribution, and shall be exercisable only by Optionee during his or her lifetime.


 


7.
Termination of Service. If Optionee's service as a consultant to the Company terminates for any reason, no further installments
shall vest pursuant to Section 5, and Optionee shall have the right at any time within thirty (30) days following such termination
of services or the remaining term of this Option, whichever is the lesser, to exercise in whole or in part this Option to the
extent, but only to the extent, that this Option was exercisable as of the date Optionee ceased to be a consultant to the Company;
provided, however, if Optionee is terminated for reasons that would justify a termination of employment "for cause"
as contemplated by Delaware law (including case law related thereto), the foregoing right to exercise shall automatically terminate
on the date Optionee ceases to be a consultant to the Company as to all Shares covered by this Option not exercised prior to termination.
Unless earlier terminated, all rights under this Option shall terminate in any event on the expiration date of this Option as
defined in Section 4 hereof.


 


8.
Death of Optionee. If the Optionee shall die while serving as a consultant to the Company, Optionee's personal representative
or the person entitled to Optionee's rights hereunder may at any time within ninety (90) days after the date of Optionee's death,
or during the remaining term of this Option, whichever is the lesser, exercise this Option and purchase Shares to the extent,
but only to the extent, that Optionee could have exercised this Option as of the date of Optionee's death; provided, in any case,
that this Option may be so exercised only to the extent that this Option has not previously been exercised by Optionee.


 


9.
No Rights as Shareholder. Optionee shall have no rights as a shareholder with respect to the Shares covered by any installment
of this Option until the effective date of the issuance of shares following exercise of this to Option, and no adjustment will
be made for dividends or other rights for which the record date is prior to the date such stock certificate or certificates are
issued except as provided in Section 10 hereof.


 






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10.
Recapitalization. Subject to any required action by the shareholders of the Company, the number of Shares covered by this
Option, and the Exercise Price thereof, shall be proportionately adjusted for any increase or decrease in the number of issued
shares resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease
in the number of such shares effected without receipt of consideration by the Company; provided however that the conversion of
any convertible securities of the Company shall not be deemed having been "effected without receipt of consideration by the
Company."


 



In the event of a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not
the surviving entity, or a sale of all or substantially all of the assets or capital stock of the Company (collectively, a "Reorganization"),
this Option shall terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board;
provided, however, if Optionee shall be a consultant at the time such Reorganization is approved by the stockholders, Optionee
shall have the right to exercise this Option as to all or any part of the Shares, without regard to the installment provisions
of Section 5, for a period beginning 30 days prior to the consummation of such Reorganization and ending as of the Reorganization
or the expiration of this Option, whichever is earlier, subject to the consummation of the Reorganization. In any event, the Company
shall notify Optionee, at least 30 days prior to the consummation of such Reorganization, of his exercise rights, if any, and
that the Option shall terminate upon the consummation of the Reorganization.


 



Subject to any required action by the shareholders of the Company, if the Company shall be the surviving entity in any merger
or consolidation, this Option thereafter shall pertain to and apply to the securities to which a holder of Shares equal to the
Shares subject to this Option would have been entitled by reason of such merger or consolidation, and the installment provisions
of Section 5 shall continue to apply.


 


To
the extent that the foregoing adjustments relate to shares or securities of the Company, such adjustments shall be made by the
Board, whose determination in that respect shall be final, binding and conclusive. Except as hereinbefore expressly provided,
Optionee shall have no rights by reason of any subdivision or consolidation of shares of Stock of any class or the payment of
any stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number and price of
Shares subject to this Option shall not be affected by, and no adjustments shall be made by reason of, any dissolution, liquidation,
merger, consolidation or sale of assets or capital stock, or any issue by the Company of shares of stock of any class or securities
convertible into shares of stock of any class.


 


The
grant of this Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations
or changes in its capital or business structure or to merge, consolidate, dissolve or liquidate or to sell or transfer all or
any part of its business or assets.


 






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11.
Taxation upon Exercise of Option. Optionee understands that, upon exercise of this Option, Optionee will recognize income,
for Federal and state income tax purposes, in an amount equal to the amount by which the fair market value of the Shares, determined
as of the date of exercise, exceeds the Exercise Price. The acceptance of the Shares by Optionee shall constitute an agreement
by Optionee to report such income in accordance with then applicable law and to cooperate with Company in establishing the amount
of such income and corresponding deduction to the Company for its income tax purposes. Withholding for federal or state income
and employment tax purposes will be made, if and as required by law, from Optionee's then current compensation, or, if such current
compensation is insufficient to satisfy withholding tax liability, the Company may require Optionee to make a cash payment to
cover such liability as a condition of the exercise of this Option.


 


12.
Modification, Extension and Renewal of Options. The Board or Committee, as described in the Plan, may modify, extend or
renew this Option or accept the surrender thereof (to the extent not theretofore exercised) and authorize the granting of a new
option in substitution therefore (to the extent not theretofore exercised), subject at all times to the Plan, the Code and applicable
state law. Notwithstanding the foregoing provisions of this Section 12, no modification shall, without the consent of the Optionee,
alter to the Optionee's detriment or impair any rights of Optionee hereunder.


 


13.
Investment Intent; Restrictions on Transfer.


 


(a)
Optionee represents and agrees that if Optionee exercises this Option in whole or in part, Optionee will in each case acquire
the Shares upon such exercise for the purpose of investment and not with a view to, or for resale in connection with, any distribution
thereof; and that upon such exercise of this Option in whole or in part, Optionee (or any person or persons entitled to exercise
this Option under the provisions of Sections 7 and 8 hereof) shall furnish to the Company a written statement to such effect,
satisfactory to the Company in form and substance. If the Shares represented by this Option are registered under the Securities
Act, either before or after the exercise of this Option in whole or in part, the Optionee shall be relieved of the foregoing investment
representation and agreement and shall not be required to furnish the Company with the foregoing written statement.


 


(b)
Optionee further represents that Optionee has had access to the Company’s regular quarterly and annual reports filed with
the Securities and Exchange Commission (“SEC Filings”). The SEC Filings, which are publicly available documents, include
information relevant to the risk factors associated with any investment in the Company. Optionee has had the reasonable opportunity
to ask questions of the Company and receive answers from the Company concerning its business, operations and financial condition
and previous equity sales, and to have all such questions answered to the full satisfaction of the Optionee.


 






    B-3-4


     


    

 

(c) Unless and until the Shares represented by this Option are registered
under the Securities Act, all certificates representing the Shares and any certificates subsequently issued in substitution therefor
and any certificate for any securities issued pursuant to any stock split, share reclassification, stock dividend or other similar
capital event shall bear legends in substantially the following form:


 


			THESE
                                         SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF
                                         1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE.
                                         NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR
                                         OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY
                                         APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.



 


			THE
                                         SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN NONSTATUTORY
                                         STOCK OPTION AGREEMENT DATED ___________ BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS
                                         THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN
                                         CONDITIONS.



 


and/or
such other legend or legends as the Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions
with respect to the Shares have been placed with the Company's transfer agent.


 


14.
Stand-off Agreement. Optionee agrees that, in connection with any secondary registration of the Company's securities under
the Securities Act, and upon the request of the Company or any underwriter managing an underwritten offering of the Company's
securities, Optionee shall not sell, short any sale of, loan, grant an option for, or otherwise dispose of any of the Shares (other
than Shares included in the offering) without the prior written consent of the Company or such managing underwriter, as applicable,
for a period of up to one year following the effective date of registration of such offering.


 


15.
Restriction Upon Transfer. The Shares may not be sold, transferred or otherwise disposed of and shall not be pledged or
otherwise hypothecated by the Optionee except as hereinafter provided.


 


(a)
Repurchase Right on Termination Other Than for Cause. For the purposes of this Section, a "Repurchase Event"
shall mean an occurrence of one of (i) termination of Optionee's service as a consultant, voluntary or involuntary and with or
without cause; (ii) retirement or death of Optionee; (iii) bankruptcy of Optionee, which shall be deemed to have occurred as of
the date on which a voluntary or involuntary petition in bankruptcy is filed with a court of competent jurisdiction; (iv) dissolution
of the marriage of Optionee, to the extent that any of the Shares are allocated as the sole and separate property of Optionee's
spouse pursuant thereto (in which case, this Section shall only apply to the Shares so affected); or (v) any attempted transfer
by the Optionee of Shares, or any interest therein, in violation of this Agreement. Upon the occurrence of a Repurchase Event,
the Company shall have the right (but not an obligation) to repurchase all or any portion of the Shares of Optionee at a price
equal to the fair value of the Shares as of the date of the Repurchase Event.


 






    B-3-5


     


    

 


(b)
Repurchase Right on Termination for Cause. In the event Optionee's service as a consultant is terminated by the Company
"for cause" (as contemplated by Section 7), then the Company shall have the right (but not an obligation) to repurchase
Shares of Optionee at a price equal to the Exercise Price. Such right of the Company to repurchase Shares shall apply to 100%
of the Shares for one (1) year from the date of this Agreement; and shall thereafter lapse ratably in equal annual increments
on each anniversary of the date of this Agreement over the term of this Option specified in Section 4. In addition, the Company
shall have the right, in the sole discretion of the Board and without obligation, to repurchase upon any such termination of service
for cause all or any portion of the Shares of Optionee, at a price equal to the fair value of the Shares as of the date of termination,
which right is not subject to the foregoing lapsing of rights. In the event the Company elects to repurchase the Shares, the stock
certificates representing the same shall forthwith be returned to the Company for cancellation.


 


(c)
Exercise of Repurchase Right. Any repurchase right under Paragraphs 15(a) or 15(b) shall be exercised by giving notice
of exercise as provided herein to Optionee or the estate of Optionee, as applicable. Such right shall be exercised, and the repurchase
price thereunder shall be paid, by the Company within a ninety (90) day period beginning on the date of notice to the Company
of the occurrence of such Repurchase Event (except in the case of termination of employment or retirement, where such option period
shall begin upon the occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form of cash (including
a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Optionee for the Shares.
If the Company can not purchase all such Shares because it is unable to meet the financial tests set forth in the Delaware law,
the Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections. Any Shares not
purchased by the Company hereunder shall no longer be subject to the provisions of this Section 15.


 


(d)
Right of First Refusal. In the event Optionee desires to transfer any Shares during his or her lifetime, Optionee shall
first offer to sell such Shares to the Company. Optionee shall deliver to the Company written notice of the intended sale, such
notice to specify the number of Shares to be sold, the proposed purchase price and terms of payment, and grant the Company an
option for a period of thirty days following receipt of such notice to purchase the offered Shares upon the same terms and conditions.
To exercise such option, the Company shall give notice of that fact to Optionee within the thirty (30) day notice period and agree
to pay the purchase price in the manner provided in the notice. If the Company does not purchase all of the Shares so offered
during foregoing option period, Optionee shall be under no obligation to sell any of the offered Shares to the Company, but may
dispose of such Shares in any lawful manner during a period of one hundred and eighty (180) days following the end of such notice
period, except that Optionee shall not sell any such Shares to any other person at a lower price or upon more favorable terms
than those offered to the Company.


 






    B-3-6


     


    

 



(e) Acceptance of Restrictions. Acceptance of the Shares shall constitute the Optionee's agreement to such restrictions
and the legending of his certificates with respect thereto. Notwithstanding such restrictions, however, so long as the Optionee
is the holder of the Shares, or any portion thereof, he shall be entitled to receive all dividends declared on and to vote the
Shares and to all other rights of a shareholder with respect thereto.


 


(f)
Permitted Transfers. Notwithstanding any provisions in this Section 15 to the contrary, the Optionee may transfer Shares
subject to this Agreement to his or her parents, spouse, children, or grandchildren, or a trust for the benefit of the Optionee
or any such transferee(s); provided, that such permitted transferee(s) shall hold the Shares subject to all the provisions of
this Agreement (all references to the Optionee herein shall in such cases refer mutatis mutandis to the permitted transferee,
except in the case of clause (iv) of Section 15(a) wherein the permitted transfer shall be deemed to be rescinded); and provided
further, that notwithstanding any other provisions in this Agreement, a permitted transferee may not, in turn, make permitted
transfers without the written consent of the Optionee and the Company.


 


(g)
Release of Restrictions on Shares. All rights and restrictions under this Section 15 shall terminate five (5) years following
the date of this Agreement.


 


16.
Notices. Any notice required to be given pursuant to this Option or the Plan shall be in writing and shall be deemed to
be delivered upon receipt or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage prepaid,
addressed to Optionee at the address last provided by Optionee for use in Company records related to Optionee.


 


17.
Agreement Subject to Plan; Applicable Law. This Option is made pursuant to the Plan and shall be interpreted to comply
therewith. A copy of such Plan is available to Optionee, at no charge, at the principal office of the Company. Any provision of
this Option inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan. This Option
has been granted, executed and delivered in the State of Delaware, and the interpretation and enforcement shall be governed by
the laws thereof and subject to the exclusive jurisdiction of the courts therein.


 


[SIGNATURE
PAGE FOLLOWS.]


 






    B-3-7


     


    

 


In
Witness Whereof, the parties hereto have executed this Option
as of the date first above written.


 











	 	COMPANY:	OMAGINE, INC.
	 	 	a Delaware corporation
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	OPTIONEE:	 	 
	 	 	By:	 
	 	 	 	(signature)
	 	 	 	 
	 	 	Name:	 




 


(one
of the following, as appropriate, shall be signed)


 


	I
    certify that as of the date hereof I am unmarried	 	By
his or her signature, the spouse of Optionee hereby agrees to be bound by the provisions of the foregoing INCENTIVE STOCK OPTION
AGREEMENT

	 	 	 
	 	 	 
	Optionee	 	Spouse
    of Optionee



 



    B-3-8


     


    

 


Appendix
A


 


NOTICE
OF EXERCISE


 


Omagine,
Inc.


Empire
State Building


350
Fifth Avenue, Suite 4815-17


New
York, NY 10118


 


Re:
Nonstatutory Stock Option


 


Notice
is hereby given pursuant to Section 6 of my Nonstatutory Stock Option Agreement that I elect to purchase the number of shares
set forth below at the exercise price set forth in my option agreement:


 


Nonstatutory
Stock Option Agreement dated: ____________


 


Number
of shares being purchased: ____________


 


Exercise
Price: $____________


 


A
check in the amount of the aggregate price of the shares being purchased is attached.


 


I
hereby confirm that such shares are being acquired by me for my own account for investment purposes, and not with a view to, or
for resale in connection with, any distribution thereof. I will not sell or dispose of my Shares in violation of the Securities
Act of 1933, as amended, or any applicable federal or state securities laws. Further, I understand that the exemption from taxable
income at the time of exercise is dependent upon my holding such stock for a period of at least one year from the date of exercise
and two years from the date of grant of the Option.


 


I
understand that the certificate representing the Option Shares will bear a restrictive legend within the contemplation of the
Securities Act and as required by such other state or federal law or regulation applicable to the issuance or delivery of the
Option Shares.


 


I
agree to provide to the Company such additional documents or information as may be required pursuant to the Omagine, Inc. 2014
Stock Option Plan.


 





	 	 	By:	 
	 	 	 	(signature)
	 	 	 	 
	 	 	Name:	 




 






    


     


    

 




EXHIBIT
C


 


OMAGINE,
INC.


STOCK
AWARD AGREEMENT


 


 



 


This
Stock Award Agreement ("Agreement") is made
and entered into as of the date set forth below, by and between OMAGINE, INC., a Delaware corporation (the "Company"),
and the employee, director or consultant of the Company named in Section 1(b). ("Grantee"):


 


In
consideration of the covenants herein set forth, the parties hereto agree as follows:


 





	 	1. Stock Award Information.	 	 
	 	 	 	 
	 	 	(a)	Date of Award:	 	 
	 	 	 	 	 	 
	 	 	(b)	Grantee:		 
	 	 	 	 	 	 
	 	 	(c)	Number of Shares:	 	 
	 	 	 	 	 	 
	 	 	(d)	Original Value:	 	 




 


2.
Acknowledgements.


 


(a)
Grantee is a [employee/director/consultant] of the Company.


 


(b)
The Company has adopted the Omagine, Inc. 2014 Stock Option Plan (the "Plan") under which the Company's common
stock ("Stock") may be offered to directors, officers, employees and consultants pursuant to an exemption from
registration under the Securities Act of 1933, as amended (the "Securities Act") provided by Section 4(2) thereunder.


 


3.
Shares; Value. The Company hereby grants to Grantee, upon and subject to the terms and conditions herein stated, the number
of shares of Stock set forth in Section 1(c) (the "Shares"), which Shares have a fair value per share ("Original
Value") equal to the amount set forth in Section 1(d). For the purpose of this Agreement, the terms "Share"
or "Shares" shall include the original Shares plus any shares derived therefrom, regardless of the fact that
the number, attributes or par value of such Shares may have been altered by reason of any recapitalization, subdivision, consolidation,
stock dividend or amendment of the corporate charter of the Company. The number of Shares covered by this Agreement and the Original
Value thereof shall be proportionately adjusted for any increase or decrease in the number of issued shares resulting from a recapitalization,
subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease in the number of
such shares effected without receipt of consideration by the Company.


 


4.
Investment Intent. Grantee represents and agrees that Grantee is accepting the Shares for the purpose of investment and
not with a view to, or for resale in connection with, any distribution thereof; and that, if requested, Grantee shall furnish
to the Company a written statement to such effect, satisfactory to the Company in form and substance. If the Shares are registered
under the Securities Act, Grantee shall be relieved of the foregoing investment representation and agreement and shall not be
required to furnish the Company with the foregoing written statement.


 






    C-1


     


    

 


5.
Restriction Upon Transfer. The Shares may not be sold, transferred or otherwise disposed of and shall not be pledged or
otherwise hypothecated by the Grantee except as hereinafter provided.


 


(a)
Repurchase Right on Termination Other Than for Cause. For the purposes of this Section, a "Repurchase Event"
shall mean an occurrence of one of (i) termination of Grantee's employment [or service as a director/consultant] by the
Company, voluntary or involuntary and with or without cause; (ii) retirement or death of Grantee; (iii) bankruptcy of Grantee,
which shall be deemed to have occurred as of the date on which a voluntary or involuntary petition in bankruptcy is filed with
a court of competent jurisdiction; (iv) dissolution of the marriage of Grantee, to the extent that any of the Shares are allocated
as the sole and separate property of Grantee's spouse pursuant thereto (in which case, this Section shall only apply to the Shares
so affected); or (v) any attempted transfer by the Grantee of Shares, or any interest therein, in violation of this Agreement.
Upon the occurrence of a Repurchase Event, the Company shall have the right (but not an obligation) to purchase all or
any portion of the Shares of Grantee, at a price equal to the fair value of the Shares as of the date of the Repurchase Event.


 


(b)
Repurchase Right on Termination for Cause. In the event Grantee's employment [or service as a director/consultant]
is terminated by the Company "for cause" (as defined below), then the Company shall have the right (but not an
obligation) to purchase Shares of Grantee at a price equal to the Original Value. Such right of the Company to purchase Shares
shall apply to 100% of the Shares for one (1) year from the date of this Agreement; and shall thereafter lapse at the rate of
twenty percent (20%) of the Shares on each anniversary of the date of this Agreement. In addition, the Company shall have the
right, in the sole discretion of the Board and without obligation, to repurchase upon termination for cause all or any portion
of the Shares of Grantee, at a price equal to the fair value of the Shares as of the date of termination, which right is not subject
to the foregoing lapsing of rights. Termination of employment [or service as a director/consultant] "for cause"
means (i) as to employees or consultants, termination for cause as contemplated by Delaware law (including case law related thereto),
or as defined in the Plan, this Agreement or in any employment [or consulting] agreement between the Company and Grantee,
or (ii) as to directors, removal pursuant to Delaware law. In the event the Company elects to purchase the Shares, the stock certificates
representing the same shall forthwith be returned to the Company for cancellation.


 


(c)
Exercise of Repurchase Right. Any Repurchase Right under Paragraphs 4(a) or 4(b) shall be exercised by giving notice of
exercise as provided herein to Grantee or the estate of Grantee, as applicable. Such right shall be exercised, and the repurchase
price thereunder shall be paid, by the Company within a ninety (90) day period beginning on the date of notice to the Company
of the occurrence of such Repurchase Event (except in the case of termination or cessation of services as director, where such
option period shall begin upon the occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form
of cash (including a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Grantee
for the Shares. If the Company can not purchase all such Shares because it is unable to meet the financial tests set forth in
Delaware law, the Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections.
Any Shares not purchased by the Company hereunder shall no longer be subject to the provisions of this Section 5.


 






    C-2


     


    

 


(d)
Right of First Refusal. In the event Grantee desires to transfer any Shares during his or her lifetime, Grantee shall first
offer to sell such Shares to the Company. Grantee shall deliver to the Company written notice of the intended sale, such notice
to specify the number of Shares to be sold, the proposed purchase price and terms of payment, and grant the Company an option
for a period of thirty days following receipt of such notice to purchase the offered Shares upon the same terms and conditions.
To exercise such option, the Company shall give notice of that fact to Grantee within the thirty (30) day notice period and agree
to pay the purchase price in the manner provided in the notice. If the Company does not purchase all of the Shares so offered
during foregoing option period, Grantee shall be under no obligation to sell any of the offered Shares to the Company, but may
dispose of such Shares in any lawful manner during a period of one hundred and eighty (180) days following the end of such notice
period, except that Grantee shall not sell any such Shares to any other person at a lower price or upon more favorable terms than
those offered to the Company.


 


(e)
Acceptance of Restrictions. Acceptance of the Shares shall constitute the Grantee's agreement to such restrictions and
the legending of his certificates with respect thereto. Notwithstanding such restrictions, however, so long as the Grantee is
the holder of the Shares, or any portion thereof, he shall be entitled to receive all dividends declared on and to vote the Shares
and to all other rights of a shareholder with respect thereto.


 


(f)
Permitted Transfers. Notwithstanding any provisions in this Section 5 to the contrary, the Grantee may transfer Shares
subject to this Agreement to his or her parents, spouse, children, or grandchildren, or a trust for the benefit of the Grantee
or any such transferee(s); provided, that such permitted transferee(s) shall hold the Shares subject to all the provisions of
this Agreement (all references to the Grantee herein shall in such cases refer mutatis mutandis to the permitted transferee, except
in the case of clause (iv) of Section 5(a) wherein the permitted transfer shall be deemed to be rescinded); and provided further,
that notwithstanding any other provisions in this Agreement, a permitted transferee may not, in turn, make permitted transfers
without the written consent of the Grantee and the Company.


 


(g)
Release of Restrictions on Shares. All rights and restrictions under this Section 5 shall terminate five (5) years following
the date of this Agreement.


 






    C-3


     


    

 


6.
Representations and Warranties of the Grantee. This Agreement and the issuance and grant of the Shares hereunder is made
by the Company in reliance upon the express representations and warranties of the Grantee, which by acceptance hereof the Grantee
confirms that:


 


(a)
The Shares granted to him pursuant to this Agreement are being acquired by him for his own account, for investment purposes, and
not with a view to, or for sale in connection with, any distribution of the Shares. It is understood that the Shares have not
been registered under the Act by reason of a specific exemption from the registration provisions of the Act which depends, among
other things, upon the bona fide nature of his representations as expressed herein;


 


(b)
The Shares must be held by him indefinitely unless they are subsequently registered under the Act and any applicable state securities
laws, or an exemption from such registration is available. The Company is under no obligation to register the Shares or to make
available any such exemption; and


 


(c)
Grantee further represents that Grantee has had access to the Company’s regular quarterly and annual reports filed with
the Securities and Exchange Commission (“SEC Filings”). The SEC Filings, which are publicly available documents, include
information relevant to the risk factors associated with any investment in the Company. Grantee has had the reasonable opportunity
to ask questions of the Company and receive answers from the Company concerning its business, operations and financial condition
and previous equity sales, and to have all such questions answered to the full satisfaction of the Grantee;


 


(d)
Unless and until the Shares represented by this Grant are registered under the Securities Act, all certificates representing the
Shares and any certificates subsequently issued in substitution therefor and any certificate for any securities issued pursuant
to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially
the following form:


 


			THESE
                                         SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF
                                         1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE.
                                         NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR
                                         OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY
                                         APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.



 


			THE
                                         SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN STOCK
                                         AWARD AGREEMENT DATED ____________ BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS
                                         THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN
                                         CONDITIONS.



 


			and/or
                                         such other legend or legends as the Company and its counsel deem necessary or appropriate.
                                         Appropriate stop transfer instructions with respect to the Shares have been placed with
                                         the Company's transfer agent.



 






    C-4


     


    

 


(e)
Grantee understands that he or she will recognize income, for Federal and state income tax purposes, in an amount equal to the
amount by which the fair market value of the Shares, as of the date of grant, exceeds the price paid by Grantee, if any. The acceptance
of the Shares by Grantee shall constitute an agreement by Grantee to report such income in accordance with then applicable law.
Withholding for federal or state income and employment tax purposes will be made, if and as required by law, from Grantee's then
current compensation, or, if such current compensation is insufficient to satisfy withholding tax liability, the Company may require
Grantee to make a cash payment to cover such liability.


 


7.
Stand-off Agreement. Grantee agrees that, in connection with any secondary registration of the Company's securities under
the Securities Act, and upon the request of the Company or any underwriter managing an underwritten offering of the Company's
securities, Grantee shall not sell, short any sale of, loan, grant an option for, or otherwise dispose of any of the Shares (other
than Shares included in the offering) without the prior written consent of the Company or such managing underwriter, as applicable,
for a period of at least one year following the effective date of registration of such offering. This Section 8 shall survive
any termination of this Agreement.


 


8.
Termination of Agreement. This Agreement shall terminate on the occurrence of any one of the following events: (a) written
agreement of all parties to that effect; (b) a proposed dissolution or liquidation of the Company, a merger or consolidation in
which the Company is not the surviving entity, or a sale of all or substantially all of the assets of the Company; or (c) dissolution,
bankruptcy, or insolvency of the Company.


 


9.
Agreement Subject to Plan; Applicable Law. This Grant is made pursuant to the Plan and shall be interpreted to comply therewith.
A copy of such Plan is available to Grantee, at no charge, at the principal office of the Company. Any provision of this Agreement
inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan. This Grant shall be
governed by the laws of the State of Delaware and subject to the exclusive jurisdiction of the courts therein.


 


10.
Miscellaneous.


 


(a)
Notices. Any notice required to be given pursuant to this Agreement or the Plan shall be in writing and shall be deemed
to have been duly delivered upon receipt or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail,
postage prepaid, addressed to Grantee at the last address provided by Grantee for use in the Company's records.


 


(b)
Entire Agreement. This instrument constitutes the sole agreement of the parties hereto with respect to the Shares. Any
prior agreements, promises or representations concerning the Shares not included or reference herein shall be of no force or effect.
This Agreement shall be binding on, and shall inure to the benefit of, the Parties hereto and their respective transferees, heirs,
legal representatives, successors, and assigns.


 






    C-5


     


    

 


(c)
Enforcement. This Agreement shall be construed in accordance with, and governed by, the laws of the State of Delaware and
subject to the exclusive jurisdiction of the courts located in Wilmington, County of New Castle, Delaware. If Grantee attempts
to transfer any of the Shares subject to this Agreement, or any interest in them in violation of the terms of this Agreement,
the Company may apply to any court for an injunctive order prohibiting such proposed transaction, and the Company may institute
and maintain proceedings against Grantee to compel specific performance of this Agreement without the necessity of proving the
existence or extent of any damages to the Company. Any such attempted transaction shares in violation of this Agreement shall
be null and void.


 


(d)
Validity of Agreement. The provisions of this Agreement may be waived, altered, amended, or repealed, in whole or in part,
only on the written consent of all parties hereto. It is intended that each Section of this Agreement shall be viewed as separate
and divisible, and in the event that any Section shall be held to be invalid, the remaining Sections shall continue to be in full
force and effect.


 


In
Witness Whereof, the parties have executed this Agreement as
of the date first above written.


 











	 	COMPANY:	OMAGINE, INC.
	 	 	a Delaware corporation
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	GRANTEE:	 	 
	 	 	By:	 
	 	 	 	(signature)
	 	 	 	 
	 	 	Name:	 




 


(one
of the following, as appropriate, shall be signed)


 


	I
    certify that as of the date hereof I am unmarried	 	By
                                                                                                     his or her signature, the spouse of Grantee hereby agrees to be bound by the provisions of the foregoing STOCK AWARD AGREEMENT

	 	 	 
	 	 	 
	Grantee	 	Spouse
of Grantee



 






    C-6


     


    

 


EXHIBIT
D


 


OMAGINE,
INC.


RESTRICTED
STOCK PURCHASE AGREEMENT


 





 



 


This
Restricted Stock Purchase Agreement ("Agreement")
is made and entered into as of the date set forth below, by and between OMAGINE, INC., a Delaware corporation (the "Company"),
and the employee, director or consultant of the Company named in Section 1(b). ("Grantee"):


 


In
consideration of the covenants herein set forth, the parties hereto agree as follows:


 





	 	1. Stock
    Purchase Information.	 	 
	 	 	 	 
	 	 	(a)	Date
    of Agreement:	 	 
	 	 	 	 	 	 
	 	 	(b)	Grantee:	 	 
	 	 	 	 	 	 
	 	 	(c)	Number
    of Shares:	 	 
	 	 	 	 	 	 
	 	 	(d)	Purchase Price:	 	 




 


2.
Acknowledgements.


 


(a)
Grantee is a [employee/director/consultant] of the Company.


 


(b)
The Company has adopted the Omagine, Inc. 2014 Stock Option Plan (the "Plan") under which the Company's common
stock ("Stock") may be offered to officers, employees, directors and consultants pursuant to an exemption from
registration under the Securities Act of 1933, as amended (the "Securities Act") provided by Section 4(2) thereunder.


 


(c)
The Grantee desires to purchase shares of the Company's common stock
on the terms and conditions set forth herein.


 


3.
Purchase of Shares. The Company hereby agrees to sell and Grantee hereby agrees to purchase, upon and subject to the terms
and conditions herein stated, the number of shares of Stock set forth in Section 1(c) (the "Shares"), at the
price per Share set forth in Section 1(d) (the "Price"). For the purpose of this Agreement, the terms "Share"
or "Shares" shall include the original Shares plus any shares derived therefrom, regardless of the fact that
the number, attributes or par value of such Shares may have been altered by reason of any recapitalization, subdivision, consolidation,
stock dividend or amendment of the corporate charter of the Company. The number of Shares covered by this Agreement shall be proportionately
adjusted for any increase or decrease in the number of issued shares resulting from a recapitalization, subdivision or consolidation
of shares or the payment of a stock dividend, or any other increase or decrease in the number of such shares effected without
receipt of consideration by the Company.


 






    D-1


     


    

 


4.
Investment Intent. Grantee represents and agrees that Grantee is accepting the Shares for the purpose of investment and
not with a view to, or for resale in connection with, any distribution thereof; and that, if requested, Grantee shall furnish
to the Company a written statement to such effect, satisfactory to the Company in form and substance. If the Shares are registered
under the Securities Act, Grantee shall be relieved of the foregoing investment representation and agreement and shall not be
required to furnish the Company with the foregoing written statement.


 


5.
Restriction Upon Transfer. The Shares may not be sold, transferred or otherwise disposed of and shall not be pledged or
otherwise hypothecated by the Grantee except as hereinafter provided.


 


(a)
Repurchase Right on Termination Other Than for Cause. For the purposes of this Section, a "Repurchase Event"
shall mean an occurrence of one of (i) termination of Grantee's employment [or service as a director/consultant] by the
Company, voluntary or involuntary and with or without cause; (ii) retirement or death of Grantee; (iii) bankruptcy of Grantee,
which shall be deemed to have occurred as of the date on which a voluntary or involuntary petition in bankruptcy is filed with
a court of competent jurisdiction; (iv) dissolution of the marriage of Grantee, to the extent that any of the Shares are allocated
as the sole and separate property of Grantee's spouse pursuant thereto (in which case, this Section shall only apply to the Shares
so affected); or (v) any attempted transfer by the Grantee of Shares, or any interest therein, in violation of this Agreement.
Upon the occurrence of a Repurchase Event, the Company shall have the right (but not an obligation) to repurchase all or any portion
of the Shares of Grantee at a price equal to the fair value of the Shares as of the date of the Repurchase Event.


 


(b)
Repurchase Right on Termination for Cause. In the event Grantee's employment [or service as a director/consultant] is terminated
by the Company "for cause" (as defined below), then the Company shall have the right (but not an obligation)
to repurchase Shares of Grantee at a price equal to the Price. Such right of the Company to repurchase Shares shall apply to 100%
of the Shares for one (1) year from the date of this Agreement; and shall thereafter lapse at the rate of twenty percent (20%)
of the Shares on each anniversary of the date of this Agreement. In addition, the Company shall have the right, in the sole discretion
of the Board and without obligation, to repurchase upon termination for cause all or any portion of the Shares of Grantee, at
a price equal to the fair value of the Shares as of the date of termination, which right is not subject to the foregoing lapsing
of rights. Termination of employment [or service as a director/consultant] "for cause" means (i) as to
employees and consultants, termination for cause as contemplated by Delaware law (including case law related thereto), or as defined
in the Plan, this Agreement or in any employment [or consulting] agreement between the Company and Grantee, or (ii) as
to directors, removal pursuant to Delaware law. In the event the Company elects to repurchase the Shares, the stock certificates
representing the same shall forthwith be returned to the Company for cancellation.


 






    D-2


     


    

 


(c)
Exercise of Repurchase Right. Any Repurchase Right under Paragraphs 4(a) or 4(b) shall be exercised by giving notice of
exercise as provided herein to Grantee or the estate of Grantee, as applicable. Such right shall be exercised, and the repurchase
price thereunder shall be paid, by the Company within a ninety (90) day period beginning on the date of notice to the Company
of the occurrence of such Repurchase Event (except in the case of termination of employment or retirement, where such option period
shall begin upon the occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form of cash (including
a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Grantee for the Shares.
If the Company can not purchase all such Shares because it is unable to meet the financial tests set forth in Delaware law, the
Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections. Any Shares not purchased
by the Company hereunder shall no longer be subject to the provisions of this Section 5.


 


(d)
Right of First Refusal. In the event Grantee desires to transfer any Shares during his or her lifetime, Grantee shall first
offer to sell such Shares to the Company. Grantee shall deliver to the Company written notice of the intended sale, such notice
to specify the number of Shares to be sold, the proposed purchase price and terms of payment, and grant the Company an option
for a period of thirty days following receipt of such notice to purchase the offered Shares upon the same terms and conditions.
To exercise such option, the Company shall give notice of that fact to Grantee within the thirty (30) day notice period and agree
to pay the purchase price in the manner provided in the notice. If the Company does not purchase all of the Shares so offered
during foregoing option period, Grantee shall be under no obligation to sell any of the offered Shares to the Company, but may
dispose of such Shares in any lawful manner during a period of one hundred and eighty (180) days following the end of such notice
period, except that Grantee shall not sell any such Shares to any other person at a lower price or upon more favorable terms than
those offered to the Company.


 


(e)
Acceptance of Restrictions. Acceptance of the Shares shall constitute the Grantee's agreement to such restrictions and
the legending of his certificates with respect thereto. Notwithstanding such restrictions, however, so long as the Grantee is
the holder of the Shares, or any portion thereof, he shall be entitled to receive all dividends declared on and to vote the Shares
and to all other rights of a shareholder with respect thereto.


 


(f)
Permitted Transfers. Notwithstanding any provisions in this Section 5 to the contrary, the Grantee may transfer Shares
subject to this Agreement to his or her parents, spouse, children, or grandchildren, or a trust for the benefit of the Grantee
or any such transferee(s); provided, that such permitted transferee(s) shall hold the Shares subject to all the provisions of
this Agreement (all references to the Grantee herein shall in such cases refer mutatis mutandis to the permitted transferee, except
in the case of clause (iv) of Section 5(a) wherein the permitted transfer shall be deemed to be rescinded); and provided further,
that notwithstanding any other provisions in this Agreement, a permitted transferee may not, in turn, make permitted transfers
without the written consent of the Grantee and the Company.


 






    D-3


     


    

 


(g)
Release of Restrictions on Shares. All rights and restrictions under this Section 5 shall terminate five (5) years following
the date upon which the Company receives the full Price as set forth in Section 3.


 


5.
Representations and Warranties of the Grantee. This Agreement and the issuance and grant of the Shares hereunder is made
by the Company in reliance upon the express representations and warranties of the Grantee, which by acceptance hereof the Grantee
confirms that:


 


(a)
The Shares granted to him pursuant to this Agreement are being acquired by him for his own account, for investment purposes, and
not with a view to, or for sale in connection with, any distribution of the Shares. It is understood that the Shares have not
been registered under the Act by reason of a specific exemption from the registration provisions of the Act which depends, among
other things, upon the bona fide nature of his representations as expressed herein;


 


(b)
The Shares must be held by him indefinitely unless they are subsequently registered under the Act and any applicable state securities
laws, or an exemption from such registration is available. The Company is under no obligation to register the Shares or to make
available any such exemption; and


 


(c)
Grantee further represents that Grantee has had access to the Company’s regular quarterly and annual reports filed with
the Securities and Exchange Commission (“SEC Filings”). The SEC Filings, which are publicly available documents, include
information relevant to the risk factors associated with any investment in the Company. Grantee has had the reasonable opportunity
to ask questions of the Company and receive answers from the Company concerning its business, operations and financial condition
and previous equity sales, and to have all such questions answered to the full satisfaction of the Grantee;


 


(d)
Unless and until the Shares represented by this Grant are registered under the Securities Act, all certificates representing the
Shares and any certificates subsequently issued in substitution therefor and any certificate for any securities issued pursuant
to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially
the following form:


 


			THESE
                                         SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF
                                         1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE.
                                         NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR
                                         OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY
                                         APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.



 






    D-4


     


    

 


			THE
                                         SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN RESTRICTED
                                         STOCK PURCHASE AGREEMENT DATED ____________ BETWEEN THE COMPANY AND THE ISSUEE WHICH
                                         RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY
                                         UNDER CERTAIN CONDITIONS.



 


			and/or
                                         such other legend or legends as the Company and its counsel deem necessary or appropriate.
                                         Appropriate stop transfer instructions with respect to the Shares have been placed with
                                         the Company's transfer agent.



 


			(e)
                                         Grantee understands that he or she will recognize income, for Federal and state income
                                         tax purposes, in an amount equal to the amount by which the fair market value of the
                                         Shares, as of the date of Grant, exceeds the price paid by Grantee. The acceptance of
                                         the Shares by Grantee shall constitute an agreement by Grantee to report such income
                                         in accordance with then applicable law. Withholding for federal or state income and employment
                                         tax purposes will be made, if and as required by law, from Grantee's then current compensation,
                                         or, if such current compensation is insufficient to satisfy withholding tax liability,
                                         the Company may require Grantee to make a cash payment to cover such liability.



 


7.
Stand-off Agreement. Grantee agrees that, in connection with any secondary registration of the Company's securities under
the Securities Act, and upon the request of the Company or any underwriter managing an underwritten offering of the Company's
securities, Grantee shall not sell, short any sale of, loan, grant an option for, or otherwise dispose of any of the Shares (other
than Shares included in the offering) without the prior written consent of the Company or such managing underwriter, as applicable,
for a period of at least one year following the effective date of registration of such offering. This Section 8 shall survive
any termination of this Agreement.


 


8.
Termination of Agreement. This Agreement shall terminate on the occurrence of any one of the following events: (a) written
agreement of all parties to that effect; (b) a proposed dissolution or liquidation of the Company, a merger or consolidation in
which the Company is not the surviving entity, or a sale of all or substantially all of the assets of the Company; or (c) dissolution,
bankruptcy, or insolvency of the Company.


 


9.
Agreement Subject to Plan; Applicable Law. This Grant is made pursuant to the Plan and shall be interpreted to comply therewith.
A copy of such Plan is available to Grantee, at no charge, at the principal office of the Company. Any provision of this Agreement
inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan. This Grant shall be
governed by the laws of the State of Delaware and subject to the exclusive jurisdiction of the courts therein.


 






    D-5


     


    

 


10.
Miscellaneous.


 


(a)
Notices. Any notice required to be given pursuant to this Agreement or the Plan shall be in writing and shall be deemed
to have been duly delivered upon receipt or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail,
postage prepaid, addressed to Grantee at the last address provided by Grantee for use in the Company's records.


 


(b)
Entire Agreement. This instrument constitutes the sole agreement of the parties hereto with respect to the Shares. Any
prior agreements, promises or representations concerning the Shares not included or reference herein shall be of no force or effect.
This Agreement shall be binding on, and shall inure to the benefit of, the Parties hereto and their respective transferees, heirs,
legal representatives, successors, and assigns.


 


(c)
Enforcement. This Agreement shall be construed in accordance with, and governed by, the laws of the State of Delaware and
subject to the exclusive jurisdiction of the courts located in that state. If Grantee attempts to transfer any of the Shares subject
to this Agreement, or any interest in them in violation of the terms of this Agreement, the Company may apply to any court for
an injunctive order prohibiting such proposed transaction, and the Company may institute and maintain proceedings against Grantee
to compel specific performance of this Agreement without the necessity of proving the existence or extent of any damages to the
Company. Any such attempted transaction shares in violation of this Agreement shall be null and void.


 


(d)
Validity of Agreement. The provisions of this Agreement may be waived, altered, amended, or repealed, in whole or in part,
only on the written consent of all parties hereto. It is intended that each Section of this Agreement shall be viewed as separate
and divisible, and in the event that any Section shall be held to be invalid, the remaining Sections shall continue to be in full
force and effect.


 


In
Witness Whereof, the parties have executed this Agreement as
of the date first above written.


 











	 	COMPANY:	OMAGINE, INC.
	 	 	a Delaware corporation
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	GRANTEE:	 	 
	 	 	By:	 
	 	 	 	(signature)
	 	 	 	 
	 	 	Name:	 




 






    D-6


     


    

 


EXHIBIT
E-1


 


OMAGINE,
INC.


DIRECTOR
STOCK APPRECIATION RIGHT AGREEMENT


 





 








 




This
Stock Appreciation Right Agreement ("Agreement")
is made by and between OMAGINE, INC., a Delaware corporation
(the "Company"), and the following Director of the Company ("Grantee"):






 


In
consideration of the covenants herein set forth, the parties hereto agree as follows:


 








	 	1.  Stock Appreciation Right Information.	 
	 	 	 
	 	 	(a)	Date of Award:	 	 
	 	 	 	 	 	 
	 	 	(b)	Grantee:	 	 
	 	 	 	 	 	 
	 	 	(c)	Number of Shares:	 	 
	 	 	 	 	 	 
	 	 	(d)	Base Price:	 	 
	 	 	 	 	 	 
	 	 	(e)	Expiration Date:	 	 




 


2.
Acknowledgements.


 


(a)
Grantee is a member of the Board of Directors of the Company.


 


(b)
The Board of Directors (the "Board" which term shall include an authorized committee of the Board of Directors)
of the Company have heretofore adopted the Omagine, Inc. 2014 Stock Right Plan (the "Plan"), pursuant to which
this Award is being granted; and


 


(c)
The Board has authorized the granting to Grantee of a stock appreciation right (the “Right”) to receive
shares of common stock of the Company ("Stock") upon the terms and conditions hereinafter stated and pursuant
to an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act") provided
by Section 4(2) thereunder.


 


3.
Shares; Price. Company hereby grants to Grantee the right to receive, upon the Grantee’s election pursuant to Section
6 below and subject to the terms and conditions herein stated, a number of shares of Stock set forth in Section 6 below, as measured
by reference to the number of shares and Base Price set forth in Sections 1 (c) and 1 (d), respectively, above. This Right does
not convey the right to receive the number of shares set forth in 1 (c) above, but only to receive a lesser number of shares as
determined by the formula described in Section 6 below. The Base Price shall be established by the Board of Directors of the Company,
in their sole and absolute discretion, such price being not less than one hundred percent (100%) of the fair market value per
share of the Shares as of the date of award set forth in Section 1(a) above.


 






    	 	E-1-1	 



     

    

 


This
Right shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable
only by Grantee during his or her lifetime, except as provided in Section 8 hereof.


 


4.
Term of Right; Continuation of Service. This Right shall expire, and all rights hereunder to receive the Shares shall terminate
as indicated in 1(e) above, but in no case shall the expiration date be more than xxx (x) years from the date hereof. This Right
shall earlier terminate subject to Sections 7 and 8 hereof upon, and as of the date of, the termination of Grantee's employment
if such termination occurs prior to the end of such xxx (x) year period. Nothing contained herein shall confer upon Grantee the
right to the continuation of his or her employment by the Company or to interfere with the right of the Company to terminate such
employment or to increase or decrease the compensation of Grantee from the rate in existence at the date hereof.


 


5.
Vesting of Right. Subject to the provisions of Sections 7 and 8 hereof, this Right shall become exercisable as follows:
______________________.


 


6.
Exercise. This Right shall be exercised by delivery to the Company of a written notice of exercise stating (a) the number
of Shares (in whole shares only) with respect to which the Right is being exercised and (b) such other information set forth on
the form of Notice of Exercise attached hereto as Appendix A.


 


Upon
exercising this Right, the Grantee shall receive from the Company an amount of Shares equal in value to ((a) – (b)) x (c),
where (a) equals the Fair Market Value of the Shares on the date of exercise, (b) equals the Base Price set forth in 1(d) above,
and (c) equals the number of Shares for which the Grantee has elected to exercise the Right, as set forth in the notice of exercise.


 




7.
Termination of Service. If Grantee shall cease to serve as a Director of the Company for any reason, Grantee (or if the
Grantee shall die after such termination, but prior to such exercise date, Grantee's personal representative or the person entitled
to succeed to the Right) shall have the right at any time within three (3) months following such termination of employment or the
remaining term of this Right, whichever is the lesser, to exercise in whole or in part this Right to the extent, but only to the
extent, that this Right was exercisable as of the date Grantee ceased to be a Director; provided, however: (i) if Grantee is removed
as a Director pursuant to Delaware law, this Right shall automatically terminate as to all Shares covered by this Right not exercised
prior to termination.






 






    	 	E-1-2	 



     

    

 


Unless
earlier terminated, all rights under this Right shall terminate in any event on the expiration date of this Right as defined in
Section 4 hereof.


 


8.
Death of Grantee. If the Grantee shall die while in the employ of the Company, Grantee's personal representative or the
person entitled to Grantee's rights hereunder may at any time within six (6) months after the date of Grantee's death, or during
the remaining term of this Right, whichever is the lesser, exercise this Right and receive Shares to the extent, but only to the
extent, that Grantee could have exercised this Right as of the date of Grantee's death; provided, in any case, that this Right
may be so exercised only to the extent that this Right has not previously been exercised by Grantee.


 


9.
No Rights as Shareholder. Grantee shall have no rights as a shareholder with respect to the Shares covered by any installment
of this Right until the effective date of issuance of the Shares following exercise of this Right, and no adjustment will be made
for dividends or other rights for which the record date is prior to the date such stock certificate or certificates are issued
except as provided in Section 10 hereof.


 


10.
Recapitalization. Subject to any required action by the shareholders of the Company, the number of Shares covered by this
Right, and the Base Price thereof, shall be proportionately adjusted for any increase or decrease in the number of issued shares
resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease
in the number of such shares effected without receipt of consideration by the Company; provided however that the conversion of
any convertible securities of the Company shall not be deemed having been "effected without receipt of consideration by the
Company".


 


In
the event of a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving
entity, or a sale of all or substantially all of the assets or capital stock of the Company (collectively, a "Reorganization"),
unless otherwise provided by the Board, this Right shall terminate immediately prior to such date as is determined by the Board,
which date shall be no later than the consummation of such Reorganization. In such event, if the entity which shall be the surviving
entity does not tender to Grantee an offer, for which it has no obligation to do so, to substitute for any unexercised Right a
stock Right or capital stock of such surviving of such surviving entity, as applicable, which on an equitable basis shall provide
the Grantee with substantially the same economic benefit as such unexercised Right, then the Board may grant to such Grantee,
in its sole and absolute discretion and without obligation, the right for a period commencing thirty (30) days prior to and ending
immediately prior to the date determined by the Board pursuant hereto for termination of the Right or during the remaining term
of the Right, whichever is the lesser, to exercise any unexpired Right or Rights without regard to the installment provisions
of Section 5; provided, however, that such exercise shall be subject to the consummation of such Reorganization.


 






    	 	E-1-3	 



     

    

 


Subject
to any required action by the shareholders of the Company, if the Company shall be the surviving entity in any merger or consolidation,
this Right thereafter shall pertain to and apply to the securities to which a holder of Shares equal to the Shares subject to
this Right would have been entitled by reason of such merger or consolidation, and the installment provisions of Section 5 shall
continue to apply.


 


To
the extent that the foregoing adjustments relate to shares or securities of the Company, such adjustments shall be made by the
Board, whose determination in that respect shall be final, binding and conclusive. Except as hereinbefore expressly provided,
Grantee shall have no rights by reason of any subdivision or consolidation of shares of Stock of any class or the payment of any
stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number and price of Shares
subject to this Right shall not be affected by, and no adjustments shall be made by reason of, any dissolution, liquidation, merger,
consolidation or sale of assets or capital stock, or any issue by the Company of shares of stock of any class or securities convertible
into shares of stock of any class.


 


The
grant of this Right shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations
or changes in its capital or business structure or to merge, consolidate, dissolve or liquidate or to sell or transfer all or
any part of its business or assets.


 


11.
Taxation upon Exercise of Right. Grantee understands that, upon exercise of this Right, Grantee will recognize income,
for Federal and state income tax purposes, in an amount equal to the amount of the Shares issued. The acceptance of the Shares
by Grantee shall constitute an agreement by Grantee to report such income in accordance with then applicable law and to cooperate
with Company in establishing the amount of such income and corresponding deduction to the Company for its income tax purposes. 


 


12.
Modification, Extension and Renewal of Right. The Board or Committee, as described in the Plan, may modify, extend or renew
this Right or accept the surrender thereof (to the extent not theretofore exercised) and authorize the granting of a new Right
in substitution therefore (to the extent not theretofore exercised), subject at all times to the Plan, the Code and applicable
state law. Notwithstanding the foregoing provisions of this Section 12, no modification shall, without the consent of the Grantee,
alter to the Grantee's detriment or impair any rights of Grantee hereunder.


 






    	 	E-1-4	 



     

    

 


13.
Investment Intent; Restrictions on Transfer.


 


(a)
Grantee represents and agrees that if Grantee exercises this Right in whole or in part, Grantee will in each case acquire the
Shares upon such exercise for the purpose of investment and not with a view to, or for resale in connection with, any distribution
thereof; and that upon such exercise of this Right in whole or in part, Grantee (or any person or persons entitled to exercise
this Right under the provisions of Sections 7 and 8 hereof) shall furnish to the Company a written statement to such effect, satisfactory
to the Company in form and substance. If the Shares represented by this Right are registered under the Securities Act, either
before or after the exercise of this Right in whole or in part, the Grantee shall be relieved of the foregoing investment representation
and agreement and shall not be required to furnish the Company with the foregoing written statement.


 


(b)
Grantee further represents that Grantee has had access to the Company’s regular quarterly and annual reports filed with
the Securities and Exchange Commission (“SEC Filings”). The SEC Filings, which are publicly available documents,
include information relevant to the risk factors associated with any investment in the Company. Grantee has had the
reasonable opportunity to ask questions of the Company and receive answers from the Company concerning its business,
operations and financial condition and previous equity sales, and to have all such questions answered to the full
satisfaction of the Grantee.


 


(c)
Unless and until the Shares represented by this Right are registered under the Securities Act, all certificates representing the
Shares and any certificates subsequently issued in substitution therefor and any certificate for any securities issued pursuant
to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially
the following form:


 


			THESE
                                         SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF
                                         1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE.
                                         NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR
                                         OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY
                                         APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.



 


			THE
                                         SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN NONSTATUTORY
                                         STOCK RIGHT AGREEMENT DATED ____________ BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS
                                         THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN
                                         CONDITIONS.



 


and/or
such other legend or legends as the Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions
with respect to the Shares have been placed with the Company's transfer agent.


 






    	 	E-1-5	 



     

    

 


14.
Stand-off Agreement. Grantee agrees that, in connection with any secondary registration of the Company's securities under
the Securities Act, and upon the request of the Company or any underwriter managing an underwritten offering of the Company's
securities, Grantee shall not sell, short any sale of, loan, grant an Right for, or otherwise dispose of any of the Shares (other
than Shares included in the offering) without the prior written consent of the Company or such managing underwriter, as applicable,
for a period of at least one year following the effective date of registration of such offering.


 


15.
Restriction Upon Transfer. The Shares may not be sold, transferred or otherwise disposed of and shall not be pledged or
otherwise hypothecated by the Grantee except as hereinafter provided.


 




  (a) Repurchase Right on Termination Other Than for Removal. For the purposes of this Section, a "Repurchase Event" shall mean an occurrence of one of (i) termination of Grantee's service as a director; (ii) death of Grantee; (iii) bankruptcy of Grantee, which shall be deemed to have occurred as of the date on which a voluntary or involuntary petition in bankruptcy is filed with a court of competent jurisdiction; (iv) dissolution of the marriage of Grantee, to the extent that any of the Shares are allocated as the sole and separate property of Grantee's spouse pursuant thereto (in which case, this Section shall only apply to the Shares so affected); or (v) any attempted transfer by the Grantee of Shares, or any interest therein, in violation of this Agreement. Upon the occurrence of a Repurchase Event, the Company shall have the right (but not an obligation) to repurchase all or any portion of the Shares of Grantee at a price equal to the fair value of the Shares as of the date of the Repurchase Event.








 




  (b) Repurchase Right on Removal. In the event Grantee is removed as a director pursuant to Delaware law, then the Company shall have the right (but not an obligation) to repurchase Shares of Grantee at a price equal to the Exercise Price. Such right of the Company to repurchase Shares shall apply to 100% of the Shares for one (1) year from the date of this Agreement; and shall thereafter lapse at the rate of twenty percent (20%) of the Shares on each anniversary of the date of this Agreement. In addition, the Company shall have the right, in the sole discretion of the Board and without obligation, to repurchase upon removal or resignation all or any portion of the Shares of Grantee, at a price equal to the fair value of the Shares as of the date of such removal or resignation, which right is not subject to the foregoing lapsing of rights. In the event the Company elects to repurchase the Shares, the stock certificates representing the same shall forthwith be returned to the Company for cancellation.








 






    	 	E-1-6	 



     

    

 


(c)
Exercise of Repurchase Right. Any Repurchase Right under Paragraphs 15(a) or 15(b) shall be exercised by giving notice
of exercise as provided herein to Grantee or the estate of Grantee, as applicable. Such right shall be exercised, and the repurchase
price thereunder shall be paid, by the Company within a ninety (90) day period beginning on the date of notice to the Company
of the occurrence of such Repurchase Event (except in the case of termination of employment or retirement, where such Right period
shall begin upon the occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form of cash (including
a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Grantee for the Shares.
If the Company can not purchase all such Shares because it is unable to meet the financial tests set forth in Delaware law, the
Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections. Any Shares not purchased
by the Company hereunder shall no longer be subject to the provisions of this Section 15.


 


(d)
Right of First Refusal. In the event Grantee desires to transfer any Shares during his or her lifetime, Grantee shall first
offer to sell such Shares to the Company. Grantee shall deliver to the Company written notice of the intended sale, such notice
to specify the number of Shares to be sold, the proposed purchase price and terms of payment, and grant the Company an Right for
a period of thirty days following receipt of such notice to purchase the offered Shares upon the same terms and conditions. To
exercise such Right, the Company shall give notice of that fact to Grantee within the thirty (30) day notice period and agree
to pay the purchase price in the manner provided in the notice. If the Company does not purchase all of the Shares so offered
during foregoing Right period, Grantee shall be under no obligation to sell any of the offered Shares to the Company, but may
dispose of such Shares in any lawful manner during a period of one hundred and eighty (180) days following the end of such notice
period, except that Grantee shall not sell any such Shares to any other person at a lower price or upon more favorable terms than
those offered to the Company.


 


(e)
Acceptance of Restrictions. Acceptance of the Shares shall constitute the Grantee's agreement to such restrictions and
the legending of his certificates with respect thereto. Notwithstanding such restrictions, however, so long as the Grantee is
the holder of the Shares, or any portion thereof, he shall be entitled to receive all dividends declared on and to vote the Shares
and to all other rights of a shareholder with respect thereto.


 


(f)
Permitted Transfers. Notwithstanding any provisions in this Section 15 to the contrary, the Grantee may transfer Shares
subject to this Agreement to his or her parents, spouse, children, or grandchildren, or a trust for the benefit of the Grantee
or any such transferee(s); provided, that such permitted transferee(s) shall hold the Shares subject to all the provisions of
this Agreement (all references to the Grantee herein shall in such cases refer mutatis mutandis to the permitted transferee, except
in the case of clause (iv) of Section 15(a) wherein the permitted transfer shall be deemed to be rescinded); and provided further,
that notwithstanding any other provisions in this Agreement, a permitted transferee may not, in turn, make permitted transfers
without the written consent of the Grantee and the Company.


 






    	 	E-1-7	 



     

    

 


(g)
Release of Restrictions on Shares. All other restrictions under this Section 15 shall terminate five (5) years following
the date of this Agreement.


 




16.
Notices. Any notice required to be given pursuant to this Right or the Plan shall be in writing and shall be deemed to be
delivered upon receipt or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage prepaid,
addressed to Grantee at the address last provided by Grantee for use in Company records related to Grantee.






 


17.
Agreement Subject to Plan; Applicable Law. This Right is made pursuant to the Plan and shall be interpreted to comply therewith.
A copy of such Plan is available to Grantee, at no charge, at the principal office of the Company. Any provision of this Right
inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan. This Right has been
granted, executed and delivered in the State of Delaware, and the interpretation and enforcement shall be governed by the laws
thereof and subject to the exclusive jurisdiction of the courts therein.


 


In
Witness Whereof, the parties hereto have executed this Right
as of the date first above written.


 











	 	COMPANY:	OMAGINE, INC.
	 	 	a Delaware corporation
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	GRANTEE:	 	 
	 	 	By:	 
	 	 	 	(signature)
	 	 	 	 
	 	 	Name:	 




 






    	 	E-1-8	 



     

    

 


Appendix
A


 


NOTICE
OF EXERCISE


 


Omagine,
Inc.


Empire
State Building


350
Fifth Avenue, Suite 4815-17


New
York, NY 10118


 


Re:
Stock Appreciation Right


 


Notice
is hereby given pursuant to Section 6 of my Stock Appreciation Right Agreement that I elect to exercise the Right with respect
to the number of shares set forth below, with reference to the Base Price set forth in such agreement:


 


Stock
Appreciation Right Agreement dated: ____________


 


Number
of shares being exercised: ____________


 


Base
Price: $____________


 


I
hereby confirm that such shares are being acquired by me for my own account for investment purposes, and not with a view to, or
for resale in connection with, any distribution thereof. I will not sell or dispose of my Shares in violation of the Securities
Act of 1933, as amended, or any applicable federal or state securities laws.


 


I
understand that the certificate representing the Shares received upon this exercise will bear a restrictive legend within the
contemplation of the Securities Act and as required by such other state or federal law or regulation applicable to the issuance
or delivery of the Right Shares.


 


I
agree to provide to the Company such additional documents or information as may be required pursuant to the Omagine, Inc. 2014
Stock Right Plan.


 





	 	 	By:	 
	 	 	 	(signature)
	 	 	 	 
	 	 	Name:	 




 






    


     


    

 




EXHIBIT
E-2


 


OMAGINE,
INC.


DIRECTOR STOCK APPRECIATION RIGHT AGREEMENT


 





 








 


This
Stock Appreciation Right Agreement ("Agreement") is made by and between OMAGINE, INC.,
a Delaware corporation (the "Company"), and the following Director of the Company ("Grantee"):







 


In
consideration of the covenants herein set forth, the parties hereto agree as follows:


 





	 	1.  Stock Appreciation Right Information.	 
	 	 	 
	 	 	(a)	Date of Award:	 	 
	 	 	 	 	 	 
	 	 	(b)	Grantee:	 	 
	 	 	 	 	 	 
	 	 	(c)	Number of Shares:	 	 
	 	 	 	 	 	 
	 	 	(d)	Base Price:	 	 
	 	 	 	 	 	 
	 	 	(e)	Expiration Date:	 	 




 


2.
Acknowledgements.


 


(a)
Grantee is a member of the Board of Directors of the Company.




 


(b)
The Board of Directors (the "Board" which term shall include an authorized committee of the Board of Directors)
of the Company have heretofore adopted the Omagine, Inc. 2014 Stock Right Plan (the "Plan"), pursuant to which
this Award is being granted; and


 


(c)
The Board has authorized the granting to Grantee of a stock appreciation right (the “Right”) to receive
shares of common stock of the Company ("Stock") upon the terms and conditions hereinafter stated and pursuant
to an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act") provided
by Section 4(2) thereunder.


 


3.
Shares; Price. Company hereby grants to Grantee the right to receive, upon the Grantee’s election pursuant to Section
6 below and subject to the terms and conditions herein stated, a number of shares of Stock set forth in Section 6 below, as measured
by reference to the number of shares and Base Price set forth in Sections 1 (c) and 1 (d), respectively, above. This Right does
not convey the right to receive the number of shares set forth in 1 (c) above, but only to receive a lesser number of shares as
determined by the formula described in Section 6 below. The Base Price shall be established by the Board of Directors of the Company,
in their sole and absolute discretion, such price being not less than one hundred percent (100%) of the fair market value per
share of the Shares as of the date of award set forth in Section 1(a) above.


 


This
Right shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable
only by Grantee during his or her lifetime, except as provided in Section 8 hereof.


 






    	 	E-2-1	 



     

    

 




4.
Term of Right; Continuation of Service. This Right shall expire, and all rights hereunder to receive the Shares shall terminate
as indicated in 1(e) above, but in no case shall the expiration date be more than xxx (x) years from the date hereof. This Right
shall earlier terminate subject to Sections 7 and 8 hereof upon, and as of the date of, the termination of Grantee's employment
if such termination occurs prior to the end of such xxx (x) year period. Nothing contained herein shall confer upon Grantee the
right to the continuation of his or her employment by the Company or to interfere with the right of the Company to terminate such
employment or to increase or decrease the compensation of Grantee from the rate in existence at the date hereof.




 


5.
Vesting of Right. Subject to the provisions of Sections 7 and 8 hereof, this Right shall become exercisable as follows:
______________________.


 


6.
Exercise. This Right shall be exercised by delivery to the Company of a written notice of exercise stating (a) the number
of Shares (in whole shares only) with respect to which the Right is being exercised and (b) such other information set forth on
the form of Notice of Exercise attached hereto as Appendix A.


 


Upon
exercising this Right, the Grantee shall receive from the Company an amount of Shares equal in value to ((a) – (b)) x (c),
where (a) equals the Fair Market Value of the Shares on the date of exercise, (b) equals the Base Price set forth in 1(d) above,
and (c) equals the number of Shares for which the Grantee has elected to exercise the Right, as set forth in the notice of exercise.


 




7.
Termination of Service. If Grantee shall cease to serve as a Director of the Company for any reason, Grantee (or if the
Grantee shall die after such termination, but prior to such exercise date, Grantee's personal representative or the person entitled
to succeed to the Right) shall have the right at any time within three (3) months following such termination of employment or
the remaining term of this Right, whichever is the lesser, to exercise in whole or in part this Right to the extent, but only
to the extent, that this Right was exercisable as of the date Grantee ceased to be a Director; provided, however: (i) if Grantee
is removed as a Director pursuant to Delaware law, this Right shall automatically terminate as to all Shares covered by this Right
not exercised prior to termination.




 


Unless
earlier terminated, all rights under this Right shall terminate in any event on the expiration date of this Right as defined in
Section 4 hereof.


 




8.
Death of Grantee. If the Grantee shall die while in the employ of the Company, Grantee's personal representative or the
person entitled to Grantee's rights hereunder may at any time within six (6) months after the date of Grantee's death, or during
the remaining term of this Right, whichever is the lesser, exercise this Right and receive Shares to the extent, but only to the
extent, that Grantee could have exercised this Right as of the date of Grantee's death; provided, in any case, that this Right
may be so exercised only to the extent that this Right has not previously been exercised by Grantee.




 


9.
No Rights as Shareholder. Grantee shall have no rights as a shareholder with respect to the Shares covered by any installment
of this Right until the effective date of issuance of the Shares following exercise of this Right, and no adjustment will be made
for dividends or other rights for which the record date is prior to the date such stock certificate or certificates are issued
except as provided in Section 10 hereof.


 






    	 	E-2-2	 



     

    

 


10.
Recapitalization. Subject to any required action by the shareholders of the Company, the number of Shares covered by this
Right, and the Base Price thereof, shall be proportionately adjusted for any increase or decrease in the number of issued shares
resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease
in the number of such shares effected without receipt of consideration by the Company; provided however that the conversion of
any convertible securities of the Company shall not be deemed having been "effected without receipt of consideration by the
Company".


 


In
the event of a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving
entity, or a sale of all or substantially all of the assets or capital stock of the Company (collectively, a "Reorganization"),
unless otherwise provided by the Board, this Right shall terminate immediately prior to such date as is determined by the Board,
which date shall be no later than the consummation of such Reorganization. In such event, if the entity which shall be the surviving
entity does not tender to Grantee an offer, for which it has no obligation to do so, to substitute for any unexercised Right a
stock Right or capital stock of such surviving of such surviving entity, as applicable, which on an equitable basis shall provide
the Grantee with substantially the same economic benefit as such unexercised Right, then the Board may grant to such Grantee,
in its sole and absolute discretion and without obligation, the right for a period commencing thirty (30) days prior to and ending
immediately prior to the date determined by the Board pursuant hereto for termination of the Right or during the remaining term
of the Right, whichever is the lesser, to exercise any unexpired Right or Rights without regard to the installment provisions
of Section 5; provided, however, that such exercise shall be subject to the consummation of such Reorganization.


 


Subject
to any required action by the shareholders of the Company, if the Company shall be the surviving entity in any merger or consolidation,
this Right thereafter shall pertain to and apply to the securities to which a holder of Shares equal to the Shares subject to
this Right would have been entitled by reason of such merger or consolidation, and the installment provisions of Section 5 shall
continue to apply.


 


To
the extent that the foregoing adjustments relate to shares or securities of the Company, such adjustments shall be made by the
Board, whose determination in that respect shall be final, binding and conclusive. Except as hereinbefore expressly provided,
Grantee shall have no rights by reason of any subdivision or consolidation of shares of Stock of any class or the payment of any
stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number and price of Shares
subject to this Right shall not be affected by, and no adjustments shall be made by reason of, any dissolution, liquidation, merger,
consolidation or sale of assets or capital stock, or any issue by the Company of shares of stock of any class or securities convertible
into shares of stock of any class.


 


The
grant of this Right shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations
or changes in its capital or business structure or to merge, consolidate, dissolve or liquidate or to sell or transfer all or
any part of its business or assets.


 






    	 	E-2-3	 



     

    

 


11.
Taxation upon Exercise of Right. Grantee understands that, upon exercise of this Right, Grantee will recognize income,
for Federal and state income tax purposes, in an amount equal to the amount of the Shares issued. The acceptance of the Shares
by Grantee shall constitute an agreement by Grantee to report such income in accordance with then applicable law and to cooperate
with Company in establishing the amount of such income and corresponding deduction to the Company for its income tax purposes.


 


12.
Modification, Extension and Renewal of Right. The Board or Committee, as described in the Plan, may modify, extend or renew
this Right or accept the surrender thereof (to the extent not theretofore exercised) and authorize the granting of a new Right
in substitution therefore (to the extent not theretofore exercised), subject at all times to the Plan, the Code and applicable
state law. Notwithstanding the foregoing provisions of this Section 12, no modification shall, without the consent of the Grantee,
alter to the Grantee's detriment or impair any rights of Grantee hereunder.


 


13.
Investment Intent; Restrictions on Transfer.


 


(a)
Grantee represents and agrees that if Grantee exercises this Right in whole or in part, Grantee will in each case acquire the
Shares upon such exercise for the purpose of investment and not with a view to, or for resale in connection with, any distribution
thereof; and that upon such exercise of this Right in whole or in part, Grantee (or any person or persons entitled to exercise
this Right under the provisions of Sections 7 and 8 hereof) shall furnish to the Company a written statement to such effect, satisfactory
to the Company in form and substance. If the Shares represented by this Right are registered under the Securities Act, either
before or after the exercise of this Right in whole or in part, the Grantee shall be relieved of the foregoing investment representation
and agreement and shall not be required to furnish the Company with the foregoing written statement.


 


(b)
Grantee further represents that Grantee has had access to the Company’s regular quarterly and annual reports filed with
the Securities and Exchange Commission (“SEC Filings”). The SEC Filings, which are publicly available documents,
include information relevant to the risk factors associated with any investment in the Company. Grantee has had the
reasonable opportunity to ask questions of the Company and receive answers from the Company concerning its business,
operations and financial condition and previous equity sales, and to have all such questions answered to the full
satisfaction of the Grantee.


 






    	 	E-2-4	 



     

    

 


(c)
Unless and until the Shares represented by this Right are registered under the Securities Act, all certificates representing the
Shares and any certificates subsequently issued in substitution therefor and any certificate for any securities issued pursuant
to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially
the following form:


 


			THESE
                                         SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF
                                         1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE.
                                         NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR
                                         OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY
                                         APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.



 


			THE
                                         SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN NONSTATUTORY
                                         STOCK RIGHT AGREEMENT DATED ____________ BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS
                                         THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN
                                         CONDITIONS.





 


and/or
such other legend or legends as the Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions
with respect to the Shares have been placed with the Company's transfer agent.


 


14.
Stand-off Agreement. Grantee agrees that, in connection with any secondary registration of the Company's securities under
the Securities Act, and upon the request of the Company or any underwriter managing an underwritten offering of the Company's
securities, Grantee shall not sell, short any sale of, loan, grant an Right for, or otherwise dispose of any of the Shares (other
than Shares included in the offering) without the prior written consent of the Company or such managing underwriter, as applicable,
for a period of at least one year following the effective date of registration of such offering.


 


15.
Restriction Upon Transfer. The Shares may not be sold, transferred or otherwise disposed of and shall not be pledged or
otherwise hypothecated by the Grantee except as hereinafter provided.


 




(a)
Repurchase Right on Termination Other Than for Removal. For the purposes of this Section, a "Repurchase Event"
shall mean an occurrence of one of (i) termination of Grantee's service as a director; (ii) death of Grantee; (iii) bankruptcy
of Grantee, which shall be deemed to have occurred as of the date on which a voluntary or involuntary petition in bankruptcy is
filed with a court of competent jurisdiction; (iv) dissolution of the marriage of Grantee, to the extent that any of the Shares
are allocated as the sole and separate property of Grantee's spouse pursuant thereto (in which case, this Section shall only apply
to the Shares so affected); or (v) any attempted transfer by the Grantee of Shares, or any interest therein, in violation of this
Agreement. Upon the occurrence of a Repurchase Event, the Company shall have the right (but not an obligation) to repurchase all
or any portion of the Shares of Grantee at a price equal to the fair value of the Shares as of the date of the Repurchase Event.






 








 






    	 	E-2-5	 



     

    

 




(b)
Repurchase Right on Removal. In the event Grantee is removed as a director pursuant to Delaware law, then the Company shall
have the right (but not an obligation) to repurchase Shares of Grantee at a price equal to the Exercise Price. Such right of the
Company to repurchase Shares shall apply to 100% of the Shares for one (1) year from the date of this Agreement; and shall thereafter
lapse at the rate of twenty percent (20%) of the Shares on each anniversary of the date of this Agreement. In addition, the Company
shall have the right, in the sole discretion of the Board and without obligation, to repurchase upon removal or resignation all
or any portion of the Shares of Grantee, at a price equal to the fair value of the Shares as of the date of such removal or resignation,
which right is not subject to the foregoing lapsing of rights. In the event the Company elects to repurchase the Shares, the stock
certificates representing the same shall forthwith be returned to the Company for cancellation.




 


(c)
Exercise of Repurchase Right. Any Repurchase Right under Paragraphs 15(a) or 15(b) shall be exercised by giving notice
of exercise as provided herein to Grantee or the estate of Grantee, as applicable. Such right shall be exercised, and the repurchase
price thereunder shall be paid, by the Company within a ninety (90) day period beginning on the date of notice to the Company
of the occurrence of such Repurchase Event (except in the case of termination of employment or retirement, where such Right period
shall begin upon the occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form of cash (including
a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Grantee for the Shares.
If the Company can not purchase all such Shares because it is unable to meet the financial tests set forth in Delaware law, the
Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections. Any Shares not purchased
by the Company hereunder shall no longer be subject to the provisions of this Section 15.


 


(d)
Right of First Refusal. In the event Grantee desires to transfer any Shares during his or her lifetime, Grantee shall first
offer to sell such Shares to the Company. Grantee shall deliver to the Company written notice of the intended sale, such notice
to specify the number of Shares to be sold, the proposed purchase price and terms of payment, and grant the Company an Right for
a period of thirty days following receipt of such notice to purchase the offered Shares upon the same terms and conditions. To
exercise such Right, the Company shall give notice of that fact to Grantee within the thirty (30) day notice period and agree
to pay the purchase price in the manner provided in the notice. If the Company does not purchase all of the Shares so offered
during foregoing Right period, Grantee shall be under no obligation to sell any of the offered Shares to the Company, but may
dispose of such Shares in any lawful manner during a period of one hundred and eighty (180) days following the end of such notice
period, except that Grantee shall not sell any such Shares to any other person at a lower price or upon more favorable terms than
those offered to the Company.


 






    	 	E-2-6	 



     

    

 


(e)
Acceptance of Restrictions. Acceptance of the Shares shall constitute the Grantee's agreement to such restrictions and
the legending of his certificates with respect thereto. Notwithstanding such restrictions, however, so long as the Grantee is
the holder of the Shares, or any portion thereof, he shall be entitled to receive all dividends declared on and to vote the Shares
and to all other rights of a shareholder with respect thereto.


 


(f)
Permitted Transfers. Notwithstanding any provisions in this Section 15 to the contrary, the Grantee may transfer Shares
subject to this Agreement to his or her parents, spouse, children, or grandchildren, or a trust for the benefit of the Grantee
or any such transferee(s); provided, that such permitted transferee(s) shall hold the Shares subject to all the provisions of
this Agreement (all references to the Grantee herein shall in such cases refer mutatis mutandis to the permitted transferee, except
in the case of clause (iv) of Section 15(a) wherein the permitted transfer shall be deemed to be rescinded); and provided further,
that notwithstanding any other provisions in this Agreement, a permitted transferee may not, in turn, make permitted transfers
without the written consent of the Grantee and the Company.


 


(g)
Release of Restrictions on Shares. All other restrictions under this Section 15 shall terminate five (5) years following
the date of this Agreement.


 


16.
Notices. Any notice required to be given pursuant to this Right or the Plan shall be in writing and shall be deemed to
be delivered upon receipt or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage prepaid,
addressed to Grantee at the address last provided by Grantee for use in Company records related to Grantee.


 


17.
Agreement Subject to Plan; Applicable Law. This Right is made pursuant to the Plan and shall be interpreted to comply therewith.
A copy of such Plan is available to Grantee, at no charge, at the principal office of the Company. Any provision of this Right
inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan. This Right has been
granted, executed and delivered in the State of Delaware, and the interpretation and enforcement shall be governed by the laws
thereof and subject to the exclusive jurisdiction of the courts therein.


 






    	 	E-2-7	 



     

    

 


In
Witness Whereof, the parties hereto have executed this Right
as of the date first above written.


 











	 	COMPANY:	OMAGINE, INC.
	 	 	a Delaware corporation
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	GRANTEE:	 	 
	 	 	By:	 
	 	 	 	(signature)
	 	 	 	 
	 	 	Name:	 




 






    	 	E-2-8	 



     

    

 


Appendix
A


 


NOTICE
OF EXERCISE


 


Omagine,
Inc.


Empire
State Building


350
Fifth Avenue, Suite 4815-17


New
York, NY 10118


 


Re:
Stock Appreciation Right


 


Notice
is hereby given pursuant to Section 6 of my Stock Appreciation Right Agreement that I elect to exercise the Right with respect
to the number of shares set forth below, with reference to the Base Price set forth in such agreement:


 


Stock
Appreciation Right Agreement dated: ____________


 


Number
of shares being exercised: ____________


 


Base
Price: $____________


 


I
hereby confirm that such shares are being acquired by me for my own account for investment purposes, and not with a view to, or
for resale in connection with, any distribution thereof. I will not sell or dispose of my Shares in violation of the Securities
Act of 1933, as amended, or any applicable federal or state securities laws.


 


I
understand that the certificate representing the Shares received upon this exercise will bear a restrictive legend within the
contemplation of the Securities Act and as required by such other state or federal law or regulation applicable to the issuance
or delivery of the Right Shares.


 


I
agree to provide to the Company such additional documents or information as may be required pursuant to the Omagine, Inc. 2014
Stock Right Plan.


 





	 	 	By:	 
	 	 	 	(signature)
	 	 	 	 
	 	 	Name:	 




 








     

     


    

 




EXHIBIT
E-3


 


OMAGINE,
INC.


CONSULTANT
STOCK APPRECIATION RIGHT AGREEMENT







 





 






 



 


This
CONSULTANT Stock Appreciation Right Agreement ("Agreement") is made by and between OMAGINE, INC.,
a Delaware corporation (the "Company"), and the following consultant to the Company ("Grantee"):


 


In
consideration of the covenants herein set forth, the parties hereto agree as follows:


 


1.
Stock Appreciation Right Information.


 





	 	(a)	Date of Award:	__________________
	 	 	 	 
	 	(b)	Grantee:	__________________
	 	 	 	 
	 	(c)	Number of Shares:	__________________
	 	 	 	 
	 	(d)	Base Price:	__________________
	 	 	 	 
	 	(e)	Expiration Date:	__________________




 


2.
Acknowledgements.


 


(a)
Grantee is an independent consultant to the Company, not an employee.


 


  (b) The Board of Directors (the "Board" which term shall include an authorized committee of the Board of Directors) of the Company have heretofore adopted the Omagine, Inc. 2014 Stock Right Plan (the "Plan"), pursuant to which this Award is being granted; and




 


  (c) The Board has authorized the granting to Grantee of a stock appreciation right (the “Right”) to receive shares of common stock of the Company ("Stock") upon the terms and conditions hereinafter stated and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act") provided by Section 4(2) thereunder.




 


3.
Shares; Price. Company hereby grants to Grantee the right to receive, upon the Grantee’s election pursuant to Section
6 below and subject to the terms and conditions herein stated, a number of shares of Stock set forth in Section 6 below, as measured
by reference to the number of shares and Base Price set forth in Sections 1 (c) and 1 (d), respectively, above. This Right does
not convey the right to receive the number of shares set forth in 1 (c) above, but only to receive a lesser number of shares as
determined by the formula described in Section 6 below. The Base Price shall be established by the Board of Directors of the Company,
in their sole and absolute discretion, such price being not less than one hundred percent (100%) of the fair market value per
share of the Shares as of the date of award set forth in Section 1(a) above.


 



    	 	E-3-1	 



     

    

 


This
Right shall not be assignable or transferable, except by will or by the laws of descent and distribution, and shall be exercisable
only by Grantee during his or her lifetime, except as provided in Section 8 hereof.


 


4.
Term of Right. This Right shall expire, and all rights hereunder to receive the Shares shall terminate as indicated in
1(e) above, but in no case shall the expiration date be more than xxx (x) years from the date hereof. Nothing contained herein
shall be construed to interfere in any way with the right of the Company to terminate Grantee or to increase or decrease the compensation
paid to Grantee from the rate in effect as of the date hereof.


 


5.
Vesting of Right. Subject to the provisions of Sections 7 and 8 hereof, this Right shall become exercisable as follows:
______________________.


 


6.
Exercise. This Right shall be exercised by delivery to the Company of a written notice of exercise stating (a) the number
of Shares (in whole shares only) with respect to which the Right is being exercised and (b) such other information set forth on
the form of Notice of Exercise attached hereto as Appendix A.


 


Upon
exercising this Right, the Grantee shall receive from the Company an amount of Shares equal in value to ((a) – (b)) x (c),
where (a) equals the Fair Market Value of the Shares on the date of exercise, (b) equals the Base Price set forth in 1(d) above,
and (c) equals the number of Shares for which the Grantee has elected to exercise the Right, as set forth in the notice of exercise.


 


7.
Termination of Service. If Grantee’s service as a consultant to the Company terminates for any reason, Grantee (or
if the Grantee shall die after such termination, but prior to such exercise date, Grantee's personal representative or the person
entitled to succeed to the Right) shall have the right at any time within thirty (30) days following such termination of services
or the remaining term of this Right, whichever is the lesser, to exercise in whole or in part this Right to the extent, but only
to the extent, that this Right was exercisable as of the date Grantee ceased to be a consultant to the Company; provided, however:
(i) if Grantee is terminated for reasons that would justify a termination of employment “for cause” as contemplated
by Delaware law (including case law related thereto), this Right shall automatically terminate on the date Grantee ceases to be
a consultant to the Company as to all Shares covered by this Right not exercised prior to termination.


 


Unless
earlier terminated, all rights under this Right shall terminate in any event on the expiration date of this Right as defined in
Section 4 hereof.


 


8.
Death of Grantee. If the Grantee shall die while serving as a consultant to the Company, Grantee's personal representative
or the person entitled to Grantee's rights hereunder may at any time within ninety (90) days after the date of Grantee's death,
or during the remaining term of this Right, whichever is the lesser, exercise this Right and receive Shares to the extent, but
only to the extent, that Grantee could have exercised this Right as of the date of Grantee's death; provided, in any case, that
this Right may be so exercised only to the extent that this Right has not previously been exercised by Grantee.


 



    	 	E-3-2	 



     

    

 


9.
No Rights as Shareholder. Grantee shall have no rights as a shareholder with respect to the Shares covered by any installment
of this Right until the effective date of issuance of the Shares following exercise of this Right, and no adjustment will be made
for dividends or other rights for which the record date is prior to the date such stock certificate or certificates are issued
except as provided in Section 10 hereof.


 


10.
Recapitalization. Subject to any required action by the shareholders of the Company, the number of Shares covered by this
Right, and the Base Price thereof, shall be proportionately adjusted for any increase or decrease in the number of issued shares
resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease
in the number of such shares effected without receipt of consideration by the Company; provided however that the conversion of
any convertible securities of the Company shall not be deemed having been "effected without receipt of consideration by the
Company".


 


In
the event of a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving
entity, or a sale of all or substantially all of the assets or capital stock of the Company (collectively, a "Reorganization"),
unless otherwise provided by the Board, this Right shall terminate immediately prior to such date as is determined by the Board,
which date shall be no later than the consummation of such Reorganization. In such event, if the entity which shall be the surviving
entity does not tender to Grantee an offer, for which it has no obligation to do so, to substitute for any unexercised Right a
stock Right or capital stock of such surviving of such surviving entity, as applicable, which on an equitable basis shall provide
the Grantee with substantially the same economic benefit as such unexercised Right, then the Board may grant to such Grantee,
in its sole and absolute discretion and without obligation, the right for a period commencing thirty (30) days prior to and ending
immediately prior to the date determined by the Board pursuant hereto for termination of the Right or during the remaining term
of the Right, whichever is the lesser, to exercise any unexpired Right or Rights without regard to the installment provisions
of Section 5; provided, however, that such exercise shall be subject to the consummation of such Reorganization.


 


Subject
to any required action by the shareholders of the Company, if the Company shall be the surviving entity in any merger or consolidation,
this Right thereafter shall pertain to and apply to the securities to which a holder of Shares equal to the Shares subject to
this Right would have been entitled by reason of such merger or consolidation, and the installment provisions of Section 5 shall
continue to apply.


 


To
the extent that the foregoing adjustments relate to shares or securities of the Company, such adjustments shall be made by the
Board, whose determination in that respect shall be final, binding and conclusive. Except as hereinbefore expressly provided,
Grantee shall have no rights by reason of any subdivision or consolidation of shares of Stock of any class or the payment of any
stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number and price of Shares
subject to this Right shall not be affected by, and no adjustments shall be made by reason of, any dissolution, liquidation, merger,
consolidation or sale of assets or capital stock, or any issue by the Company of shares of stock of any class or securities convertible
into shares of stock of any class.


 



    	 	E-3-3	 



     

    





 


The
grant of this Right shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations
or changes in its capital or business structure or to merge, consolidate, dissolve or liquidate or to sell or transfer all or
any part of its business or assets.


 


11.
Taxation upon Exercise of Right. Grantee understands that, upon exercise of this Right, Grantee will recognize income,
for Federal and state income tax purposes, in an amount equal to the amount of the Shares issued. The acceptance of the Shares
by Grantee shall constitute an agreement by Grantee to report such income in accordance with then applicable law and to cooperate
with Company in establishing the amount of such income and corresponding deduction to the Company for its income tax purposes.



 


12.
Modification, Extension and Renewal of Right. The Board or Committee, as described in the Plan, may modify, extend or renew
this Right or accept the surrender thereof (to the extent not theretofore exercised) and authorize the granting of a new Right
in substitution therefore (to the extent not theretofore exercised), subject at all times to the Plan, the Code and applicable
state law. Notwithstanding the foregoing provisions of this Section 12, no modification shall, without the consent of the Grantee,
alter to the Grantee's detriment or impair any rights of Grantee hereunder.


 


13.
Investment Intent; Restrictions on Transfer.


 


  (a) Grantee represents and agrees that if Grantee exercises this Right in whole or in part, Grantee will in each case acquire the Shares upon such exercise for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof; and that upon such exercise of this Right in whole or in part, Grantee (or any person or persons entitled to exercise this Right under the provisions of Sections 7 and 8 hereof) shall furnish to the Company a written statement to such effect, satisfactory to the Company in form and substance. If the Shares represented by this Right are registered under the Securities Act, either before or after the exercise of this Right in whole or in part, the Grantee shall be relieved of the foregoing investment representation and agreement and shall not be required to furnish the Company with the foregoing written statement.




 


(b)
Grantee further represents that Grantee has had access to the Company’s regular quarterly and annual reports filed
with the Securities and Exchange Commission (“SEC Filings”). The SEC Filings, which are publicly available
documents, include information relevant to the risk factors associated with any investment in the Company. Grantee has had
the reasonable opportunity to ask questions of the Company and receive answers from the Company concerning its business,
operations and financial condition and previous equity sales, and to have all such questions answered to the full
satisfaction of the Grantee.




 



    	 	E-3-4	 



     

    

 


  (c) Unless and until the Shares represented by this Right are registered under the Securities Act, all certificates representing the Shares and any certificates subsequently issued in substitution therefor and any certificate for any securities issued pursuant to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially the following form:




 


  THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.




 


  THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN NONSTATUTORY STOCK RIGHT AGREEMENT DATED ____________ BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.




 


and/or
such other legend or legends as the Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions
with respect to the Shares have been placed with the Company's transfer agent.


 


14.
Stand-off Agreement. Grantee agrees that, in connection with any secondary registration of the Company's securities under
the Securities Act, and upon the request of the Company or any underwriter managing an underwritten offering of the Company's
securities, Grantee shall not sell, short any sale of, loan, grant an Right for, or otherwise dispose of any of the Shares (other
than Shares included in the offering) without the prior written consent of the Company or such managing underwriter, as applicable,
for a period of at least one year following the effective date of registration of such offering.


 






    	 	E-3-5	 



     

    

 


15.
Restriction Upon Transfer. The Shares may not be sold, transferred or otherwise disposed of and shall not be pledged or
otherwise hypothecated by the Grantee except as hereinafter provided.


 


  (a) Repurchase Right on Termination Other Than for Cause. For the purposes of this Section, a "Repurchase Event" shall mean an occurrence of one of (i) termination of Grantee's service as a consultant; (ii) death of Grantee; (iii) bankruptcy of Grantee, which shall be deemed to have occurred as of the date on which a voluntary or involuntary petition in bankruptcy is filed with a court of competent jurisdiction; (iv) dissolution of the marriage of Grantee, to the extent that any of the Shares are allocated as the sole and separate property of Grantee's spouse pursuant thereto (in which case, this Section shall only apply to the Shares so affected); or (v) any attempted transfer by the Grantee of Shares, or any interest therein, in violation of this Agreement. Upon the occurrence of a Repurchase Event, the Company shall have the right (but not an obligation) to repurchase all or any portion of the Shares of Grantee at a price equal to the fair value of the Shares as of the date of the Repurchase Event.




 


  (b) Repurchase Right on Termination for Cause. In the event Grantee’s service as a consultant is terminated by the Company “for cause” (as contemplated by Section 7), then the Company shall have the right (but not an obligation) to repurchase Shares of Grantee at a price equal to the Exercise Price. Such right of the Company to repurchase Shares shall apply to 100% of the Shares for one (1) year from the date of this Agreement; and shall thereafter lapse at the rate of twenty percent (20%) of the Shares on each anniversary of the date of this Agreement. In addition, the Company shall have the right, in the sole discretion of the Board and without obligation, to repurchase upon removal or resignation all or any portion of the Shares of Grantee, at a price equal to the fair value of the Shares as of the date of such removal or resignation, which right is not subject to the foregoing lapsing of rights. In the event the Company elects to repurchase the Shares, the stock certificates representing the same shall forthwith be returned to the Company for cancellation.




 


  (c) Exercise of Repurchase Right. Any Repurchase Right under Paragraphs 15(a) or 15(b) shall be exercised by giving notice of exercise as provided herein to Grantee or the estate of Grantee, as applicable. Such right shall be exercised, and the repurchase price thereunder shall be paid, by the Company within a ninety (90) day period beginning on the date of notice to the Company of the occurrence of such Repurchase Event (except in the case of termination of employment or retirement, where such Right period shall begin upon the occurrence of the Repurchase Event). Such repurchase price shall be payable only in the form of cash (including a check drafted on immediately available funds) or cancellation of purchase money indebtedness of the Grantee for the Shares. If the Company can not purchase all such Shares because it is unable to meet the financial tests set forth in Delaware law, the Company shall have the right to purchase as many Shares as it is permitted to purchase under such sections. Any Shares not purchased by the Company hereunder shall no longer be subject to the provisions of this Section 15.




 



    	 	E-3-6	 



     

    

  


  (d) Right of First Refusal. In the event Grantee desires to transfer any Shares during his or her lifetime, Grantee shall first offer to sell such Shares to the Company. Grantee shall deliver to the Company written notice of the intended sale, such notice to specify the number of Shares to be sold, the proposed purchase price and terms of payment, and grant the Company an Right for a period of thirty days following receipt of such notice to purchase the offered Shares upon the same terms and conditions. To exercise such Right, the Company shall give notice of that fact to Grantee within the thirty (30) day notice period and agree to pay the purchase price in the manner provided in the notice. If the Company does not purchase all of the Shares so offered during foregoing Right period, Grantee shall be under no obligation to sell any of the offered Shares to the Company, but may dispose of such Shares in any lawful manner during a period of one hundred and eighty (180) days following the end of such notice period, except that Grantee shall not sell any such Shares to any other person at a lower price or upon more favorable terms than those offered to the Company.




 


  (e) Acceptance of Restrictions. Acceptance of the Shares shall constitute the Grantee's agreement to such restrictions and the legending of his certificates with respect thereto. Notwithstanding such restrictions, however, so long as the Grantee is the holder of the Shares, or any portion thereof, he shall be entitled to receive all dividends declared on and to vote the Shares and to all other rights of a shareholder with respect thereto.




 


  (f) Permitted Transfers. Notwithstanding any provisions in this Section 15 to the contrary, the Grantee may transfer Shares subject to this Agreement to his or her parents, spouse, children, or grandchildren, or a trust for the benefit of the Grantee or any such transferee(s); provided, that such permitted transferee(s) shall hold the Shares subject to all the provisions of this Agreement (all references to the Grantee herein shall in such cases refer mutatis mutandis to the permitted transferee, except in the case of clause (iv) of Section 15(a) wherein the permitted transfer shall be deemed to be rescinded); and provided further, that notwithstanding any other provisions in this Agreement, a permitted transferee may not, in turn, make permitted transfers without the written consent of the Grantee and the Company.




 


  (g) Release of Restrictions on Shares. All other restrictions under this Section 15 shall terminate five (5) years following the date of this Agreement.




 


16.
Notices. Any notice required to be given pursuant to this Right or the Plan shall be in writing and shall be deemed to
be delivered upon receipt or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage prepaid,
addressed to Grantee at the address last provided by Grantee for use in Company records related to Grantee.


 


17.
Agreement Subject to Plan; Applicable Law. This Right is made pursuant to the Plan and shall be interpreted to comply therewith.
A copy of such Plan is available to Grantee, at no charge, at the principal office of the Company. Any provision of this Right
inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan. This Right has been
granted, executed and delivered in the State of Delaware, and the interpretation and enforcement shall be governed by the laws
thereof and subject to the exclusive jurisdiction of the courts therein.


 



    	 	E-3-7	 



     

    

 


In
Witness Whereof, the parties hereto have executed this Right
as of the date first above written.


 


	 	COMPANY:
        

         
	OMAGINE, INC.


a Delaware corporation 






	 	 	 	 
	 	 	By:	
	 	 	Name:	
	 	 	Title: 	
	 	 	 	 
	 	GRANTEE:	

        By:

        

        

        
	
	 	 	 	(signature)
	 	 	 	 
	 	 	Name:	


 






    	 	E-3-8	 



     

    

 





Appendix
A


 


NOTICE
OF EXERCISE


 


Omagine,
Inc.


Empire
State Building


350
Fifth Avenue, Suite 4815-17


New
York, NY 10118


 


Re:
Stock Appreciation Right


 


Notice
is hereby given pursuant to Section 6 of my Stock Appreciation Right Agreement that I elect to exercise the Right with respect
to the number of shares set forth below, with reference to the Base Price set forth in such agreement:


 


Stock
Appreciation Right Agreement dated: ____________


 


Number
of shares being exercised: ____________


 


Base
Price: $____________


 


I
hereby confirm that such shares are being acquired by me for my own account for investment purposes, and not with a view to, or
for resale in connection with, any distribution thereof. I will not sell or dispose of my Shares in violation of the Securities
Act of 1933, as amended, or any applicable federal or state securities laws.


 


I
understand that the certificate representing the Shares received upon this exercise will bear a restrictive legend within the
contemplation of the Securities Act and as required by such other state or federal law or regulation applicable to the issuance
or delivery of the Right Shares.


 


I
agree to provide to the Company such additional documents or information as may be required pursuant to the Omagine, Inc. 2014
Stock Right Plan.


 





	 	By:	
	 		(signature)
	 	Name: