Exhibit
10.2


Form
of Lock-Up Agreement





December
___, 2017


Pyxis
Tankers Inc.

59 K. Karamanli Street


Maroussi
15125 Greece


 


Ladies
and Gentlemen:


 


This
Lock-Up Agreement is being delivered to you in connection with the Securities Purchase Agreement (the “Purchase Agreement”),
dated as of December [  ], 2017, by and among Pyxis Tankers (the “Company”) and the investors party
thereto (the “Buyers”) with respect to the issuance of shares of the Company’s common stock, $0.001 par
value (the “Common Shares”). Capitalized terms used herein and not otherwise defined herein shall have the
respective meanings set forth in the Purchase Agreement.


 


In
order to induce the Buyers to enter into the Purchase Agreement, the undersigned agrees that, commencing on the date hereof and
ending on the earliest to occur of the (i) 30-day anniversary following the Effective Date (the “Lock-Up Period”)
and (ii) disposition by the Buyers of all Common Shares the Buyers received in the issuance, confirmed by all of the Buyers, the
undersigned will not, and will cause all affiliates (as defined in Rule 144 promulgated under the 1933 Act) of the undersigned
or any person in privity with the undersigned or any affiliate of the undersigned not to, (i) sell, offer to sell, contract or
agree to sell, hypothecate, pledge, grant any option to purchase, make any short sale or otherwise dispose of or agree to dispose
of, directly or indirectly, any Common Shares or Common Stock Equivalents, or establish a put equivalent position within the meaning
of Section 16 of the Securities and Exchange Act of 1934, as amended and the rules and regulations of the Securities and Exchange
Commission promulgated thereunder with respect to any Common Shares or Common Stock Equivalents owned directly by the undersigned
(including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations
of the Securities and Exchange Commission (collectively, the “Undersigned’s Shares”), or (ii) enter into
any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of
any of the Undersigned’s Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by
delivery of Common Shares or other securities, in cash or otherwise, (iii) make any demand for or exercise any right or cause
to be filed a registration statement, including any amendments thereto, with respect to the registration of any Common Shares
or Common Stock Equivalents or (iv) publicly disclose the intention to do any of the foregoing.


 


The
foregoing restriction is expressly agreed to preclude the undersigned, and any affiliate of the undersigned and any person in
privity with the undersigned or any affiliate of the undersigned, from engaging in any hedging or other transaction which is designed
to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even
if the Undersigned’s Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other
transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without
limitation, any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that
includes, relates to, or derives any significant part of its value from the Undersigned’s Shares.


 




    	 



    	 



    

 


Notwithstanding
the foregoing, the undersigned may transfer the Undersigned’s Shares (i) as a bona fide gift or gifts, provided that
the donee or donees thereof agree to be bound in writing by the restrictions set forth herein or (ii) to any trust for the direct
or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees
to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition
for value. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage
or adoption, not more remote than first cousin. The undersigned now has, and, except as contemplated by the immediately preceding
sentence, for the duration of this Lock-Up Agreement will have, good and marketable title to the Undersigned’s Shares, free
and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer
instructions with the Company’s transfer agent (the “Transfer Agent”) and registrar against the transfer
of the Undersigned’s Shares except in compliance with the foregoing restrictions.


 


In
order to enforce this covenant, the Company shall impose irrevocable stop-transfer instructions preventing the Transfer Agent
from effecting any actions in violation of this Lock-Up Agreement.


 


The
undersigned acknowledges that the execution, delivery and performance of this Lock-Up Agreement is a material inducement to each
Buyer to complete the transactions contemplated by the Purchase Agreement and that the Company shall be entitled to specific performance
of the undersigned’s obligations hereunder. The undersigned hereby represents that the undersigned has the power and authority
to execute, deliver and perform this Lock-Up Agreement, that the undersigned has received adequate consideration therefor and
that the undersigned will indirectly benefit from the closing of the transactions contemplated by the Purchase Agreement. The
undersigned understands and agrees that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s
heirs, legal representatives, successors, and assigns, unless the Buyers provide written notice of an early termination of this
Lock-Up Agreement.


 


This
Lock-Up Agreement may be executed in two counterparts, each of which shall be deemed an original but both of which shall be considered
one and the same instrument.


 


This
Lock-Up Agreement will be governed by and construed in accordance with the laws of the State of New York.


 


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	 	Very truly yours,
	 	 	 
	 	 	 
	 	(Name - Please Print)
	 	 	     
	 	 	 
	 	(Signature)
	 	 	 
	 	 	 
	 	(Name of Signatory, in the case of entities - Please Print)
	 	 	 
	 	 	 
	 	(Title of Signatory, in the case of entities - Please Print)
	 	 	 
	 	Address: