Exhibit 10.4

AMENDMENT NO. 3 TO

EMPLOYMENT AGREEMENT

This Amendment No. 3 to Employment Agreement dated effective as of June 13, 2018 (this “Amendment”) is entered into by and between Christos P. Traios (“Executive”) and Petrogress, Inc. (“Employer”, and together with Executive, the “Parties” and each individually, a “Party”).

WHEREAS, the Parties entered into that certain Employment Agreement dated as of April 1, 2016 as further amended by that certain Amendment to Employment Agreement dated January 12, 2018 and that certain Amendment No. 2 to Employment Agreement dated May 9, 2018 (as amended, the “Agreement”); and

WHEREAS, the Parties desire to amend certain provisions of the Agreement relating to compensation payable to the Executive;

NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree to modify and amend the Agreement as follows:

1.           Amendment of Section 4(b). Section 4(b) of the Agreement is hereby amended and restated in its entirety to read as follows:

“(b) In addition to his Base Salary, as consideration for services rendered hereunder, on October 11, 2017, the Company issued to the Executive One Hundred (100) shares of Series A Preferred stock;”

2.         Duplicative Employment Agreement. The parties hereby acknowledge and confirm that the Employment Agreement dated April 1, 2017 between the Parties was duplicative, is null and void, and is deemed terminated ab initio.

3.           Miscellaneous.

3.01     Effect. Except as amended hereby, the Agreement shall remain in full force and effect.

3.02     No Waiver. This Amendment is effective only in the specific instance and for the specific purpose for which it is executed and shall not be considered a waiver or agreement to amend as to any provision of the Agreement in the future.

3.03     Defined Terms. All capitalized terms used but not specifically defined herein shall have the same meanings given such terms in the Agreement unless the context clearly indicates or dictates a contrary meaning.

3.04     Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without regard to conflicts of laws principles.

3.05     Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and each of the parties hereto may execute this Amendment by signing any of such counterparts.     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

Exhibit 10.5

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made effective as of the January 1, 2020 (the “Effective Date”), between Christos P. Traios, an individual residing at Piraeus - Greece (hereinafter referred to as the "Executive") and, Petrogress, Inc. a corporation with offices at 319, Clematis str. West Palm Beach - Florida (hereinafter referred to as the "Employer" or the “Company”).

WITNESSETH

WHEREAS, the Employer desires to continue to employ the Executive under the terms and conditions of the Agreement; and

WHEREAS, the Executive is willing to continue to provide his services to the Employer on the terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the mutual covenants and promises of the parties hereto, the Employer and the Executive agree as follows:

(a)  The Executive shall serve as Chief Executive Officer for the Company. The Executive shall be responsible for compliance with and periodic review of the Company’s corporate governance policies and practices, ensuring that the Company follows and complies with state and federal regulations as well as internal corporate rules and polices as set forth in the Company’s Certificate of Incorporation and By-Laws and as may be determined by the Board of Directors of the Company; the preparation and conducting of the meetings of the shareholders; establishment and maintenance of clear and effective channels of communications between the various governing bodies of the Company; the keeping of corporate records; and the review of and response to shareholders correspondence. The Employee shall also have such other duties as from time to time may be prescribed by the Board. Notwithstanding the foregoing, the Agreement shall not apply to the Executive’s position on the Board of Directors but shall apply to his Corporate Secretary position with the Company.

(b)     During the Term, the Executive shall perform and discharge the duties that may be assigned to his by the Board from time to time in accordance with the Agreement, and the Executive shall devote his best talents, efforts and abilities to the performance of his duties hereunder.

(c)     During the Term, the Executive shall perform his duties hereunder on a full-time basis and shall be employed exclusively by the Company. The Executive shall not engage in any other business or accept other employment unless approved in advance by the Board. In addition to the foregoing, the Executive shall, at all times during the Term and any extension thereof, discharge his duties in consultation with, and under the supervision of the Board.

(a) During the Term of Employment the Employer shall pay the Executive a salary at an annual rate of U.S. $180,000.00 (One Hundred Eighty Thousand U.S. dollars (the “Base Salary”). The Base Salary will be payable in monthly installments of U.S. $15,000 (Fifteen Thousand U.S. Dollars) on the 1^st day of each month during the Term of Employment.

(b) In addition to the Base Salary, the Executive shall receive a bonus each year (the “Performance Bonus”) based on the Company achieving certain financial targets and the Executive achieving certain personal goals, in each case, to be agreed upon by the Company and the Executive at the beginning of each year (subject to modification from time to time by agreement of the parties hereto). The amount of the Performance Bonus shall be determined by agreement between the Company and the Executive, which amount will be subject to arbitration in accordance with Section 16 of this Agreement, if the parties fail to reach an agreement.

(c) Notwithstanding the foregoing, the Company may, at its election, pay the Base Salary or any installment thereof and the Performance Bonus in common shares, of the Company, valued at the then market price of such shares.

(d) The Executive will also receive a non-accountable expense allowance of U.S. Five Thousand ($5,000) Dollars per month in connection with Executive’s activities on behalf of the Company in the United States. In addition Executive will be entitled to reimbursement of all expenses incurred by Executive in the performance of his obligations hereunder subject to the Company receiving receipts for any such expenses.

(d) The Executive shall also be eligible to participate in any future bonus, profit sharing and/or ESOP plans approved and enacted by the Board on the same basis with all other senior executives of the Company, subject to the terms thereof. The Executive understands, however, that no such plans are currently in effect.

(a) General. The Executive shall be entitled to receive such benefits and fringe benefits, subject to the Company’s policies and guidelines for the same, if any, as are approved from time to time by the Company for all of the Company’s senior executives.

(b) Health and Dental. The Employer currently does not have a health and dental plan, however, when the Employer is in a position to have such a plan, the Executive will be offered the opportunity to participate in the plan.

(c) Vacation: During each year of the term of the Agreement, the Executive shall be entitled to three (3) weeks of vacation annually, which, if unused, will accrue daily and shall be paid to the Executive (based upon the per-day amount of the Base Salary for the calendar year in which such vacation is accrued and prorated through the date of such termination) upon the Executive’s termination or the expiration of the Term of Employment.

(d) Moving Expenses. The Executive shall be entitled to receive reimbursement for all reasonable expenses incurred by the Executive to move his immediate family and belongings if required by the Company. At the Executive’s sole option, however, the Agreement may be terminated if the Company requires such a move as a condition of continued employment. In such a case, the provisions of Termination of Employment will apply as if the Company had terminated the Agreement without cause.

(e) No Obligation to Establish or Maintain Benefits. Except as contemplated by this Section 5 and the other express terms of the Agreement, compliance with the provisions of this Section 5 shall in no way create or be deemed to create any obligation, express or implied, on the part of the Company or any Parent, Subsidiary, or Affiliate of the Company with respect to the continuation of any benefit or other plan or arrangement maintained as of or prior to the date hereof or the creation and maintenance of any particular benefit or other plan or arrangement at any time after the date hereof.

(a) At any time by the mutual written consent of the Executive and the Company. Upon termination pursuant to this Section 6(a), all obligations of the Company for the payment of earned but unpaid Base Salary, Performance Bonus and any other unpaid bonus and benefits through the date of termination shall continue until fully discharged.

(b) At any time for cause by the Company upon written notice to the Executive. For the purposes of the Agreement, a termination shall be for cause if a majority of the Board of Directors of the Company reasonably determines that:

Upon termination for cause as provided in this Section 6(b),

(A) all obligations of the Company under the Agreement thereupon shall terminate other than any obligations with respect to earned but unpaid salary, Performance Bonus, any other unpaid bonus and unreimbursed expenses and benefits through the date of termination;

(B) the Company shall have any and all rights and remedies under the Agreement and applicable law, and

(C) the Executive shall continue to be subject to any provisions under the Agreement regarding Non-competition and Intellectual Property.

(c) Upon the Executive’s death or upon the Executive’s permanent disability (as defined below) continuing for a period of ninety (90) days. Upon termination or the event of death or permanent disability as provided in this Section 6(c), all obligations of the Company under the Agreement thereupon shall immediately terminate other than any obligations with respect to earned but unpaid Base Salary, Performance Bonus, any other unpaid bonus and unreimbursed expenses and benefits through date of termination, and to the extent applicable, the Executive shall continue to be subject to the covenants, terms, and provisions under the Agreement with regard to Non-competition and Intellectual Property. As used herein, the term permanent disability or permanently disabled is hereby defined as the inability of the Executive, by reason of illness, injury, or other cause, to perform a major part of the duties and responsibilities which the Executive had been performing prior to the date of disability in connection with the conduct of the business and affairs of the Company.

(d) At any time by the Executive upon sixty (60) days written notice of intent to terminate to the Company. Upon termination by the Executive as provided in this Section 6(d), all obligations of the Company under the Agreement thereupon immediately shall terminate other than any obligations with respect to earned but unpaid salary, Performance Bonus, any other unpaid bonus and unreimbursed expenses and benefits through the date of termination, and the Executive shall continue to be subject to covenants, terms, and provisions under the Agreement with regard to Non-competition and Intellectual Property of the Agreement in accordance with the terms thereof.

(e) At any time without cause (as defined in Section 6(b) above) by the Company upon written notice to the Executive of not less than thirty (30) days. In the event of termination of the Executive’s employment by the Company pursuant to this Section 6(e), the Company shall (i) continue to pay the Base Salary for a period of three years from the date of termination (ii) pay any unpaid Performance Bonus, any other unpaid bonus and unreimbursed expenses and benefits through the date of termination and (iii) pay an amount each year for a period of three years from the date of termination equal to the amount of the Performance Bonus earned by the Executive in the year prior to such termination or, if in the first year, agreed to by the Executive and the Company at the beginning of such year, in each case subject to the Executive’s execution of a general release in favor of the Company and its directors and officers of all claims arising out of his employment by the Company or this Agreement. In addition, the Executive shall be entitled to all vested and accrued benefits through the date of termination. If terminated without cause, the provisions of Section 7 below shall not apply, although the Executive shall nevertheless continue to be bound by the terms of that Non-Disclosure Agreement between the Executive and the Company. Any payments of Base Salary of other amounts under this Section 6(e) shall be in the same intervals (i.e., weekly, monthly, yearly, etc.) as such payments were made to the Executive immediately prior to termination. Payment of the amounts contemplated by this Section 6(e) shall be in full satisfaction and compromised of any claims arising out of any termination of the Executive’s employment pursuant to this Section 6(e).

(f) The Executive may, upon sixty (60) days prior written notice, retire from his employment with the Company. In the event of termination of the Executive’s employment due to his retirement pursuant to this Section 6(f), the Company shall (i) continue to pay the Base Salary in regular monthly installments for a period of ten (10) years following the date of termination (the “Retirement Period”) (ii) pay any unpaid Performance Bonus, any other unpaid bonus and unreimbursed expenses and benefits through the date of termination and (iii) pay an amount each year through the end of the Retirement Period equal to the amount of the Performance Bonus earned by the Executive in the year prior to such retirement or, if in the first year, agreed to by the Executive and the Company at the beginning of such year, in each case subject to the Executive’s execution of a general release in favor of the Company and its directors and officers of all claims arising out of his employment by the Company or this Agreement and the Executive’s compliance with Section 7 below and the Non-disclosure and Confidentiality Agreement. In the event the Executive shall engage in conduct during the Retirement Period that would have violated the provisions of Section 7 below or the Non-disclosure and Confidentiality Agreement had it occurred during the Non-Compete Period (as defined below), the Executive’s right to continued payments under this Section 6(f) shall immediately cease. Notwithstanding the foregoing, the Executive shall not be entitled to retire under this Section 6(f) if he engaged in conduct constituting Cause within six (6) months prior to such retirement.

(g) For purposes of this Section 6, any unpaid Performance Bonus and any other unpaid bonus shall be deemed to have been earned on a pro rata basis to the date of termination of employment.

(h) Except as otherwise provided above, all obligations of the Company and its affiliates hereunder shall terminate as of the last day of the Term of Employment other than the obligation to pay earned but unpaid Base Salary, Performance Bonus, any other unpaid bonus and unreimbursed expenses and benefits with respect to periods ending prior thereto.

(a) Except as otherwise provided in the Agreement, during any period in which the Executive serves as an employee of the Company and for a period of two (2) years after the date of termination of the Executive’s employment at any time (the Non-compete Period), the Executive shall not, without the express written consent of the Board of Directors, directly or indirectly, engage, participate, invest in, be employed by or assist, whether as owner, part-owner, shareholder, partner, director, officer, trustee, employee, agent, or consultant, or in any other capacity, any business entity other than the Company and its affiliates, which develops, manufactures, sells or markets products or performs services which are directly competitive with the products or services of the Company, or products or services which the Company has under development or which are the subject of active study on the date of the termination of the Executive’s employment (hereinafter a Competitor). Without limiting the foregoing, the foregoing covenant shall prohibit the Executive during the period set forth above from (i) soliciting for or on behalf of any such Competitor any customer of the Company and (ii) diverting to any such Competitor any customer of the Company. In addition, during the period covered by this Section 7(a), the Executive shall not hire or attempt to hire for or on behalf of any Person (including any Competitor) any officer of employee of the Company or encourage for on or behalf of any such Person (including the Competitor) any officer of employee to terminate his or his relationship or employment with the Company. Notwithstanding the foregoing, however, the Executive may make passive investments in a Competitor, whether or not the securities of such Competitor are publicly traded, if such investment constitutes less than one percent (1%) of the outstanding shares of capital stock or comparable equity interests of the Competitor. As of the date of the Agreement, the Executive represents he is not performing any other duties for, and is not a party to any similar agreement with any Competitor. The Executive understands that the restrictions set forth in this Section 7(a) are intended to protect the Company’s interest in its proprietary information and established customer relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for the purpose. For purposes of the Agreement, the term Person shall mean an individual, a corporation, an association, a partnership, a limited liability company or partnership, an estate, a trust, and any other entity or organization.

(b) For purposes of the Agreement, "proprietary information" shall mean any proprietary information relating to the business of the Employer or its Parent or any entity in which the Employer or its Parent has a controlling interest that has not previously been publicly released by duly authorized representatives of the Employer and shall include (but shall not be limited to) information encompassed in all proposals, marketing and sales plans, financial information, costs, pricing information, computer programs (including without limitation source code, object code, algorithms and models), customer information, customer lists, and all methods, concepts, know-how or ideas in or reasonably related to the business of Employer or any entity in which the Employer has a controlling interest.

(c) In connection with the execution of the Agreement, the Executive has executed and delivered the Non-disclosure and Confidentiality Agreement and for so long as the Executive is subject to the terms of Section 7(a) hereof, the Executive agrees to be bound by the terms thereof as if the same were set forth in full herein, it being understood that nay breach of the Nondisclosure and Confidentiality Agreement shall constitute a breach of the Agreement.

IN WITNESS WHEREOF, the parties have executed the Agreement as of the day and year first above written.

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