WARRANT CERTIFICATE #:NUMBER OF WARRANTS:

 

WARRANT CERTIFICATE #:

NUMBER OF WARRANTS:

 

THE TERMS OF THIS WARRANT ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED FEBRUARY  2012 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM CONTINENTAL STOCK TRANSFER & TRUST COMPANY, THE WARRANT AGENT.

 

 

OMAGINE, INC.

CUSIP ________

 

THIS CERTIFIES THAT: the registered owner whose name is inscribed hereon or any party to whom this Warrant is transferred in accordance with its terms is the owner of the number of Warrants set forth on the face of this Warrant Certificate, each of which entitles the owner to purchase 1 share of common stock, $0.001 par value per share, of Omagine, Inc., a Delaware corporation, at a per share purchase price of $5.00 on the terms and subject to the conditions set forth in the Prospectus and instructions below and on the reverse side hereof. The transferable Warrants represented by this Warrant Certificate may be exercised or transferred by duly completing Section 1 and Section 3 and by returning the full payment of the exercise price for each Warrant exercised. Special delivery instructions may be specified by completing Section 2 and Section 3 on the reverse side hereof.

THE WARRANTS EVIDENCED BY THIS WARRANT CERTIFICATE MAY NOT BE EXERCISED OR TRANSFERRED UNLESS THE BELOW AND THE REVERSE SIDE HEREOF IS PROPERLY COMPLETED AND DULY SIGNED, WITH A SIGNATURE MEDALLION GUARANTEE, IF APPLICABLE. This certificate is governed by the laws of New York.

Dated: February  , 2012

(To be executed only upon exercise of Warrant)

 

The undersigned registered owner of this Warrant (the “Holder”) irrevocably exercises this Warrant and agrees to purchase____________ shares of $.001 par value common stock (“Common Stock”) of Omagine, Inc. (the “Company”), all at the price of $5.00 per share and on the terms and conditions specified in this Warrant.

 

(To be executed only upon partial exercise or full or partial transfer of Warrant)

 

Please issue ______Warrants, each representing the right to purchase shares of Common Stock of the Company to the registered holder.

 

(To be executed only upon transfer of Warrant)

 

FOR VALUE RECEIVED, the undersigned registered Holder of this Warrant sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under the Warrant, with respect to the number of shares of Common Stock set forth below (the “Transfer”):

 

Name of Assignee                                                                Address                                                                                     No. of Shares

The undersigned irrevocably constitutes and appoints Continental Stock Transfer & Trust Company as the undersigned’s attorney-in-fact, with full power of substitution, to make the Transfer of the Warrants on the books of the Company.

Dated: ________________________

______________________________

(Signature of Holder)

NAME OF HOLDER:   _____________________________________

Street Address:            _____________________________________

City:                                _____________________________________

State:                              _____________________________________

Zip/Postal Code:           _____________________________________

Country:                         _____________________________________

Method of Payment. Check the following as appropriate:

	An uncertified check drawn on a U.S. bank payable to “Continental Stock Transfer & Trust Company, Inc.”, as Warrant Agent.

	A cashier’s check drawn on a U.S. bank payable to “Continental Stock Transfer & Trust Company, Inc.”, as Warrant Agent.

	Wire transfer directly to the segregated account maintained at JPMorgan Chase by Continental Stock Transfer & Trust Company, Inc., as Warrant Agent (see enclosed instructions).

FULL PAYMENT FOR THE SHARES UNDERLYING THE WARRANTS BEING EXERCISED MUST ACCOMPANY THIS FORM AND MUST BE MADE IN UNITED STATES DOLLARS BY AN UNCERTIFIED CHECK OR CASHIER’S CHECK DRAWN UPON A UNITED STATES BANK OR WIRE TRANSFER PAYABLE TO THE WARRANT AGENT IN ACCORDANCE WITH THE ENCLOSED INSTRUCTIONS.

SPECIAL ISSUANCE (a) OR DELIVERY INSTRUCTIONS (b) FOR WARRANT HOLDERS:

(a) To be completed ONLY if the shares representing the Common Stock are to be issued in a name other than that of the registered Warrant Holder. (See the Instructions.) COMPLETE SECTION 4. MEDALLION GUARANTEE OF SIGNATURE(S).

ISSUE COMMON STOCK TO:

 

(Print Name)
(Social Security # or Tax ID #)		(Print Full Address)

(b) To be completed ONLY if the shares representing the Common Stock are to be sent to an address other than that shown on the front of this Warrant Certificate. (See the Instructions.)

 

(Please Print Name)
		(Print Full Address)

 

I acknowledge that I have received the Prospectus covering the Warrants and the Common Shares underlying the Warrants and I hereby irrevocably exercise the number of Warrants indicated above, all on the terms and conditions specified in the Prospectus.

Signature(s) of Warrant Holder(s)

 

If signature is by trustee(s), executor(s), administrator(s), guardian(s), attorney(s)-in-fact, agent(s), officer(s) of a corporation or another acting in a fiduciary or representative capacity, please provide the following information (please print). See the instructions.

Name(s):
Capacity (Full Title):

 

 

Your signature must be guaranteed by an Eligible Guarantor Institution, as defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended. These generally include (a) a commercial bank or trust company, (b) a member firm of a domestic stock exchange, or (c) a credit union.