Exhibit 10.1 


 


FORM OF LOCK-UP AGREEMENT


 


________, 2015


 


 


Pyxis Tankers Inc.


K. Karamanli 59


Maroussi 15125, Greece


 


Ladies and Gentlemen:


 


In connection with
the Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 22, 2015, by and among Pyxis Tankers
Inc., a Marshall Islands corporation (“Pyxis” or the “Company”), Maritime Technologies Corp., a Delaware
corporation, LookSmart, Ltd., a Delaware corporation, and LookSmart Group, Inc., a Nevada corporation, in order to induce the parties
to consummate the transactions contemplated by the Merger Agreement, the undersigned agrees not to, either directly or indirectly,
during the “Restricted Period” (as hereinafter defined):


 


		(1)	sell or offer or contract to sell or offer, grant any option or warrant for the sale of, assign,
transfer, pledge, hypothecate, or otherwise encumber or dispose of (all being referred to as a “Transfer”) any
legal or beneficial interest in any Pyxis Shares (as defined in the Merger Agreement) issued to the undersigned in connection with
the Merger Agreement, or any other shares of Pyxis Common Stock or any securities convertible into or exercisable or exchangeable
for shares of Pyxis Common Stock, acquired on or after the Closing Date (as defined in the Merger Agreement) (collectively,
the “Restricted Securities”);



 


		(2)	enter into any swap or any other agreement or any transaction that transfers, in whole or in part,
directly or indirectly, the economic consequence of ownership of any of the Restricted Securities, whether such swap transaction
is to be settled by delivery of any Restricted Securities or other securities of any person, in cash or otherwise; or



 


		(3)	publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into
any transaction, swap, hedge or other arrangement relating to any of the Restricted Securities.



 


As used herein, “Restricted
Period” means the period commencing on the Closing Date and ending on the earlier of (i) the six (6) month anniversary
of the Closing Date or (ii) the day on which the Company consummates a Future Pyxis Offering (as defined in the Merger Agreement);
provided, however, that if an underwriter in the Future Pyxis Offering requests the undersigned to extend this Restricted
Period for a period of up to six (6) months following the closing of such offering, then the undersigned shall agree to such extension.


 


The restrictions contained
in the preceding paragraphs shall not apply to transactions relating to shares of Pyxis Common Stock or other securities acquired
in open market transactions; nor shall they apply to transfers of shares of Pyxis Common Stock for the purpose of satisfying any
tax or other governmental withholding obligation solely in connection with the issuance of the Pyxis Common Stock.


 


 






    	 



    	 



    

 


In addition, the
undersigned agrees not to, either directly or indirectly, during the twelve (12) month period following the Closing Date,
effect or agree to effect any short sale (as defined in Rule 200 under Regulation SHO of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”)), whether or not against the box, establish any “put equivalent
position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to the Restricted Securities, borrow or
pre-borrow any Restricted Securities, or grant any other right (including, without limitation, any put or call option) with
respect to the Restricted Securities or with respect to any security that includes, is convertible into or exercisable for or
derives any significant part of its value from the Restricted Securities or otherwise seek to hedge the undersigned’s
position in the Restricted Securities.


 


The undersigned hereby
authorizes the Company’s transfer agent to apply to any certificates representing Restricted Securities issued to the undersigned
the appropriate legend to reflect the existence and general terms of this Lock-up Agreement.


 


The
undersigned understands that this Lock-up Agreement is irrevocable and shall be legally binding on the undersigned’s heirs,
legal representatives, successors and permitted assigns, and is executed as an instrument governed by the law of New York.
This agreement shall be governed by and construed in accordance with the laws of the State of New
York, without regard to the conflicts of laws principles thereof.


 


Delivery of a signed
copy of this Lock-up Agreement by facsimile or other electronic transmission shall be effective as delivery of the original hereof.