Exhibit
4.11.5


 


AMENDMENT
No. 2 TO

AMENDED AND RESTATED PROMISSORY NOTE


 


This
Amendment No. 2 to the Amended and Restated Promissory Note (this “Amendment”), dated May 14, 2019, by and between
Pyxis Tankers Inc. (“Maker”) and MARITIME INVESTORS CORP. (“Payee”), amends in part the Amended and Restated
Promissory Note, made by Maker in favor of Payee as of December 29, 2017 in the principal amount of $5,000,000 (the “Promissory
Note”).


 


WHEREAS,
the Maker desires to extend the repayment date of the Promissory Note to year 2024 and in return for Payee agreeing to such
extension, also proposes to increase the interest rate on the Promissory Note as set for in this Amendment, and Payee and Maker
have determined that such amendments are acceptable.


 


NOW
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the parties hereto agree as follows:


 


1.
Section 1. (Principal) in the Promissory Note is hereby deleted in its entirety and replaced with the following:


 


“1
.. Principal. The principal balance of this Note shall be repayable, in whole or in part, on a date that is no earlier than the
repayment of the credit facility agreement of the Maker’s subsidiary, Eighthone Corp. with EnTrust Partners LLC (the “Credit
Facility”), or any Pay-in-kind interest and Principal Deficiency Amount (as those are defined in the Credit Facility), but
in any case no later than January 15, 2024. The repayment, in whole or in part, of the Credit Facility will not trigger payment
of this Note, in whole or in part, until the earlier of one year after such repayment of the Credit Facility or January 15, 2024.”


 


2.
Section 2. (Interest) in the Promissory Note is hereby deleted in its entirety and replaced with the following:


 


“2.
Interest. Interest shall accrue on any unpaid principal at a rate of 9.0% per annum on a daily basis from April 1, 2019 until
the Note is paid in full. Interest shall be calculated on the basis of a 365/366 - days per year. For as long as the repayment
provisions listed in Section 1 above remain outstanding as to the Credit Facility, the annual interest rate of 9% shall be comprised
of 4.5% payable in cash quarterly in arrears and 4.5% payable in the Maker’s restricted common stock, issued at the volume
weighted average daily closing price for the 10 trading days immediately and including the last day of the quarter. Otherwise,
the annual interest rate of 9% shall continue to be paid in cash or in the afore-mentioned combination of cash and shares on a
quarterly basis, at the Maker’s option.


 


3.
This Amendment sets forth the entire understanding of Maker and Payee with respect to the subject matter hereof and except as
set forth herein, the Promissory Note remains a valid, binding agreement between the parties.


 


4.
This Amendment shall be construed and enforced in accordance with the domestic, internal law, but not the law of conflict of laws,
of the State of New York.


 


5.
This Amendment may be executed in any number of counterparts each of which shall be deemed an original and all of which, taken
together, shall constitute a single original document.


 


IN
WITNESS WHEREOF, the parties have executed this Amendment No. 2 to the Promissory Note as of the date first written above.


 


	 	PYXIS
    TANKERS INC.
	 	 	 
	 	By:	/s/ Konstantinos
    Lytras
	 	Name:	Konstantinos
    Lytras
	 	Title:	Chief
    Operating Officer 
	 	 	 
	 	MARITIME
    INVESTORS CORP.
	 	 	 
	 	By:	/s/ Valentios
    Valentis
	 	Name:	Valentios
    Valentis
	 	Title:	CEO
    & President