[SIGNATURE PAGE IMMEDIATELYTO FOLLOW]
Exhibit 10.3
December 7, 2016
| RE: | Closing Statement in connection with the Note Purchase Agreement between Omagine Inc. (“Company”) and YA II PN, Ltd. (“Investor”). |
This letter shall constitute the Closing Statement agreed upon between the Company and the Investor regarding various payments and transfers to be made by the parties in connection with Note Purchase Agreement dated December 7, 2016 (“Subscription Agreement”).
The parties hereby agree that the Investor shall make the payments and transfers set forth below in accordance with the wire instructions to the account of each recipient as set forth on Schedule A attached hereto (or otherwise provided to the Investor):
| Gross Proceeds to be paid to the Company: | $ | 750,000.00 | ||
| Less: | ||||
| Commitment Fee to be paid to the YA Global II SPV LLC (as designee of the Investor): | $ | (75,000.00 | ) | |
| Repayment of prior promissory note balance to YA II PN, Ltd. | $ | (432,709.59 | ) | |
| Net Proceeds to the Company: | $ | 242,290.41 |
[SIGNATURE PAGE IMMEDIATELY TO FOLLOW]
Omagine Inc.
| By: | /s/ Charles P. Kuczynski | |
| Name: | Charles P. Kuczynski | |
| Title: | Vice President and Secretary |
| YA II PN, Ltd. | |||
| By: | Yorkville Advisors Global, LP | ||
| Its: | Investment Manager | ||
| By: | Yorkville Advisors Global, LLC | ||
| Its: | General Partner | ||
| By: | /s/ David Gonzalez | |
| Name: | David Gonzalez | |
| Title: | Managing Member & General Counsel |
| 2 |
SCHEDULE A
ACCOUNT INSTRUCTIONS
Omagine Inc.
Omagine, Inc.
Account Number 4830 5726 9673
Bank of America
ABA # 021000322
Swift ID: BOFAUS3N
358 Fifth Avenue
New York, N.Y. 10001
Bank Contact: Sydney Haines
Telephone: 212 ###-###-####
YA Global II SPV LLC and the Investor:
Instructions on file.
