EXHIBIT
10.1


 


AMENDED
AND RESTATED PROMISSORY NOTE


 


	$5,000,000.00	As
    of December 29, 2017
	 	Maroussi,
    Greece


 


Whereas,
PYXIS TANKERS INC., a Marshall Islands corporation (“Maker”), issued a promissory note as of April 23, 2016 (the “Original
Note”) in the principal sum of $625,000.00 to the order of MARITIME INVESTORS CORP., a Marshall Islands corporation (“Payee”),
and Maker and Payee replaced the Original Note with a promissory note made as of October 28, 2015 (the “2015 Note”);


 


Whereas,
pursuant to the Agreement and Plan of Merger by and among Maker, Maritime Technologies Corp., LookSmart Ltd. and LookSmart Group,
Inc., dated April 23, 2015, as amended on September 22, 2015, Payee elected to receive the 2015 Note in lieu of $1,875,000 in
the form of Maker’s shares and the 2015 Note then with a principal balance of $2,500,000 combined with and replaced the
Original Note;


 


Whereas,
the 2015 Note was further amended on each of August 9, 2016 and March 7, 2017 to extend the repayment date set forth therein;
and


 


Whereas,
Payee has agreed to amend the 2015 Note and increase the principal amount owing to it thereunder by an additional $2,500,000 in
lieu of an equal amount owing by Maker to Payee’s affiliate and the parties desire to hereby further amend and restate the
2015 Note to reflect that the interest payable thereunder shall no longer be payable in common stock of Maker and other agreed-upon
amendments (as herein amended and restated, this “Note”).


 


FOR
VALUE RECEIVED, Maker hereby promises to pay to the order of Payee the principal sum of Five Million Dollars and No Cents ($5,000,000.00)
in lawful money of the United States of America, together with interest on the unpaid principal balance of this Note, on the terms
and conditions described below.


 


1.
Principal. The principal balance of this Note shall be repayable on June 15, 2019.


 


2.
Interest. Interest shall accrue on any unpaid principal at a rate of 4.0% per annum on a daily basis from the date hereof
until paid in full or converted as provided in this Note. Interest shall be calculated on the basis of a 365-day year and payable
quarterly in arrears in cash.


 


3.
Prepayment; Application of Payments. Maker may prepay all or apportion of the outstanding amounts due under this Note at
any time. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under
this Note, including (without limitation) reasonable attorneys’ fees, then to the payment in full of any late charges and
accrued and unpaid interest and finally to the reduction of the unpaid principal balance of this Note.


 


4.
Events of Default. The following shall constitute Events of Default:


 


(a)
Failure to Make Required Payments. Failure by Maker to make, on or before the due date (at maturity, by acceleration or
otherwise), in the manner required, any payment of principal, interest or any other sums due under this Note within five (5) business
days following the date when due.


 




    	1



    	 



    

 


(b)
Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under the Federal Bankruptcy Code, as now constituted
or hereafter amended, or any other applicable federal or state bankruptcy, insolvency, reorganization, rehabilitation or other
similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment
for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate
action by Maker in furtherance of any of the foregoing.


 


(c)
Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in
respect of Maker in an involuntary case under the Federal Bankruptcy Code, as now or hereafter constituted, or any other applicable
federal or state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation
of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.


 


5.
Remedies.


 


(a)
Upon the occurrence of an Event of Default specified in Section 4(a), Payee may, by written notice to Maker, declare this Note
to be due and payable, whereupon the principal amount of this Note, together with all interest accrued thereon pursuant to the
terms of this Note and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing
the same to the contrary notwithstanding.


 


(b)
Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of, together with
all interest accrued thereon pursuant to the terms of this Note and all other sums payable with regard to, this Note shall automatically
and immediately become due and payable, in all cases without any action on the part of Payee.


 


6.
Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand,
notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings
instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future
laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment,
levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment;
and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of
execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.


 


7.
Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default,
or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability
of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification
granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may
be granted by Payee with respect to the payment or other provisions of this Note, and agree that additional makers, endorsers,
guarantors, or sureties may become parties hereto without notice to them or affecting their liability hereunder.


 


8.
Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested,
(ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing
receipted delivery, (iv) sent by telefacsimile or (v) sent by e-mail, to the following addresses or to such other address as either
party may designate by notice in accordance with this Section:


 




    	2



    	 



    

 


If
to Maker:


 


Pyxis
Tankers Inc.


c/o
PYXIS MARITIME CORP.


K.
Karamanli 59


Maroussi
15125, Greece


Attn.:
Chief Financial Officer


 


If
to Payee:


 


MARITIME
INVESTORS CORP.


K.
Karamanli 59


Maroussi
15125, Greece


Attn.:
President


 


Notice
shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission
confirmation, (iii) the date on which an e-mail transmission was received by the receiving party’s on-line access provider
(iv) the date reflected on a signed delivery receipt, or (vi) two (2) business days following tender of delivery or dispatch by
express mail or delivery service.


 


9.
Successors and Assigns. This Note applies to, inures to the benefit of, and binds the successors of the parties hereto.
This Note may be assigned or otherwise transferred by Payee from time to time in compliance with applicable securities laws without
the consent of Maker and in the event of any such assignment or transfer, the obligations of Maker hereunder shall inure to the
benefit of all such assigns and successors. In the event Payee assigns or otherwise transfers all or any part of this Note, Maker
shall, upon the request of Payee issue new Notes to effectuate such assignment or transfer. Except as provided herein, neither
Payee nor Maker may assign or delegate its obligations hereunder without the prior written consent of the other party, and any
purported assignment without such consent shall be void and of no effect.


 


10.
Construction; Consent to Jurisdiction. This Note shall be governed by, and construed in accordance with, the laws of the
State of New York. MAKER HEREBY IRREVOCABLY CONSENTS TO THE JURISDICTION, VENUE AND FORUM OF ANY STATE OR FEDERAL COURT IN THE
CITY OF NEW YORK, STATE OF NEW YORK WITH RESPECT TO ANY ACTION, WHETHER COMMENCED BY PAYEE OF THIS NOTE OR ANY OTHER PERSON, TO
THE EXTENT THE SAME ARISES UNDER OR RELATES TO THIS NOTE.


 


11.
Interpretation; Time. Maker and Payee agree that, in interpreting this Note, there shall be no inferences drawn against
the drafting party. Time is of the essence with respect to each and every provision of this Note.


 


12.
Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.


 


(Signature
begins on next page)


 




    	3



    	 



    

 


IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by its Chief Financial
Officer the day and year first above written.


 


	 	MAKER:
	 	 	 
	 	PYXIS TANKERS INC.
	 	 	 
	 	By:	/s/
Henry Williams
	 	Name:	 Henry
    Williams
	 	Title:	 Chief
    Financial Officer


 


Hereby
acknowledged and agreed:


 


	PAYEE:
	 	 	 
	MARITIME
    INVESTORS CORP.
	 	 	 
	By:.	/s/
    Valentios Valentis	 
	Name:
    	Valentios
    Valentis	 
	Title:
    	President	 


 




    	4