Exhibit
4.1.2


 


AMENDMENT
No. 2


 


TO
THE AMENDED AND RESTATED HEAD MANAGEMENT AGREEMENT


 


This
Amendment No. 2 to the Amended and Restated Head Management Agreement (this “Amendment”), dated as of March 18, 2020,
between Pyxis Tankers Inc. (the “Company”) and PYXIS MARITIME CORP. (“Maritime”), amends in part the Amended
and Restated Head Management Agreement, entered into between the Company and Maritime as of August 5, 2015, as same is amended
from time to time (the “Agreement”).


 


Whereas
the Company and Maritime desire to clarify certain provisions in the Agreement relating to remuneration and termination, the parties
wish to amend the Agreement as set forth herein.


 


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


 


1.
Section 1. (c) (Appointment) in the Agreement is hereby deleted in its entirety and replaced with the following:


 


“1.
APPOINTMENT


 


(c)
Maritime shall render advice and provide executive, financial, accounting and other administrative services (the “Administrative
Services”) to the Company from time to time, including, but not limited to, the services of a chief executive officer, a
chief financial officer, a chief operating officer, a general counsel, one more internal auditors and a secretary and such other
matters as may be mutually agreed between Maritime and the Company. The executive services shall only be performed by the following
persons: President and Chief Executive Officer by Valentios Valentis and Chief Operating Officer by Konstantinos Lytras. The candidates
for Chief Financial Officer, General Counsel, the internal auditor(s) and the secretary performing these services or replacements
for any of the individuals performing the services must first be approved by the Company in writing and in advance. Maritime shall
render the services at one or more suitable locations selected by the parties.


 


2.
Section 3. (Remuneration) in the Agreement is hereby deleted in its entirety and replaced with the following:


 


“3.
REMUNERATION


 


In
consideration of Maritime’s Services, the Company will pay Maritime the fess as follows:


 


	(1)	for
    the Ship Management Services, a daily fee (the “Daily Ship Management Fee”) payable by each Subsidiary of USD
    325 per day per vessel while its vessel is in operation, including in any pool arrangements (or USD 160 per day per vessel
    for Subsidiaries that contract out the chartering of the vessels to NST or others, which amount will be reset yearly to reflect
    the average USD/Euro exchange rate for the prior 12 months), USD 250 per day while its vessel is under bareboat charter, and
    USD 450 per day while its vessel is under construction (as well as an additional daily fee, dependent on the seniority of
    the personnel, to cover the cost of engineers employed to conduct vessel supervision). These amounts, as they apply at the
    end of each respective calendar year, will be adjusted upwards, annually (every February , but the relevant increase shall
    apply retroactively since the 1st of January of 2016 and each respective calendar year thereafter) by the percentage of the
    official inflation rate during the preceding calendar year in Greece or such other country where Maritime was headquartered
    during the preceding calendar year; it being understood that if such inflation rate for any calendar year is deflationary,
    no adjustment shall be made to these amounts and they shall remain, for the particular calendar year, as per the previous
    calendar year. Maritime shall also be entitled to commissions for vessels’ sales and the arrangement of charter hire
    agreements for the vessels, in each case in amounts set forth in the Shipman; provided further that if this Agreement is terminated:


 


	●	(i)	pursuant
    to Section 5(a)(2) and a Change of Control (as defined below) occurs within a 12-month period following the date of such termination,
    then the Company will pay Maritime a lump cash sum equal to 12 months of the Daily Ship Management Fee calculated as of the
    date of receipt of the termination notice and to be paid within twenty (20) calendar days after receipt of the termination
    notice; or
	 	 	 
	●	(ii)	pursuant
    to Section 5(a)(4) then the Company will pay Maritime a lump cash sum equal to 12 months of the Daily Ship Management Fee,
    calculated as of the date of receipt of the termination notice and to be paid within twenty (20) calendar days after receipt
    of the termination notice.


 


	(2)	for
    the Administrative Services, a lump sum fee payable directly by the Company in the amount of $1,600,000 per annum (the “Administration
    Fee”) payable in advance in four quarterly instalments. The amount of the Administration Fee will be adjusted annually
    (every February but valid retroactively since January 1st) for inflation as measured by the official inflation rate in Greece
    or such other country where Maritime is headquartered for the preceding year; provided that if this Agreement is terminated
    (i) pursuant to Section 5(a)(2) and a Change of Control (as defined below) occurs within a 12-month period following the date
    of such termination or (ii) pursuant to Section 5(a)(4), then the Company will pay Maritime, in a lump sum no later than twenty
    (20) days after the date of termination or the date of the Change of Control (whichever is later), an amount equal to two
    and one-half (2.5) times the Administration Fee.”


 



    	 



    	 



    

 


3.
Sub-section (a)(4) of Section 5. (Termination) in the Agreement is hereby deleted in its entirety and replaced with the following:


 


“(4)
by the Company or Maritime upon a Change of Control; or”


 


4.
This Amendment sets forth the entire understanding of the Company and Maritime with respect to the subject matter hereof and except
as set forth herein, the Agreement remains a valid, binding agreement between the parties.


 


5.
This Amendment shall be deemed to be a contract under the laws of Greece and shall be construed and enforced in accordance with
the laws of said state.


 


6.
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 Amended and Restated Head Management Agreement as of the date
first written above.


 


	PYXIS
    TANKERS INC.	 
	 	 	 
	By:	/s/ Konstantinos
    Lytras	 
	Name:	Konstantinos
    Lytras	 
	Title:	Chief
    Operating Officer 	 


 


	PYXIS
    MARITIME CORP.	 
	 	 	 
	By:	/s/ Valentios
    Valentis  	 
	Name:	Valentios
    Valentis 	 
	Title:	President
    & Director