Exhibit 10.2


 


IRREVOCABLE PROXY


 


This Irrevocable Proxy
(this "Proxy") is entered into and delivered as of April 7, 2015, by Michael Onghai (the "Stockholder") of
LookSmart, Ltd., a Delaware corporation ("LS"), in favor of Pyxis Tankers Inc., a Marshall Islands corporation ("Pyxis").


 


RECITALS


 


As of the date of this Proxy,
the Stockholder owns beneficially and of record 3,123,047 shares of common stock, $0.001 par value, of LS (the "LS Common
Stock"). All such shares of LS Common Stock, together with any other shares of LS Common Stock owned of record or beneficially
by the Stockholder or acquired in the future (of record or beneficially) by the Stockholder prior to the termination of this Proxy,
are sometimes referred to herein as the "Shares".


 


On the
date hereof, LS and Pyxis have entered into an Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended
from time to time, the "Merger Agreement"), which provides for the merger of LS with and into a wholly-owned subsidiary
of Pyxis ("Merger Sub"), with Merger Sub continuing as the surviving corporation (the "Merger"). Capitalized
terms used herein but not defined shall have the meanings assigned thereto in the Merger Agreement.


 


Pyxis has
required, in connection with its execution and delivery of the Merger Agreement, that the Stockholder grant Pyxis a proxy to vote
his Shares on the terms set forth below.


 


TERMS OF PROXY 


 


In consideration
of the mutual representations, warranties, covenants and agreements set forth in the Merger Agreement and in order to induce Pyxis
to execute and deliver the Merger Agreement, and, in each case, to consummate the transactions contemplated thereby, the parties
hereto hereby agree as follows:


 


ARTICLE I


REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER



 


The Stockholder hereby represents and warrants to
Pyxis as follows:


 


1.1           Authorization.
The Stockholder has the power and authority to execute and deliver this Proxy and to consummate the transactions contemplated
hereby. This Proxy has been duly executed and delivered by the Stockholder and constitutes a legal, valid and binding obligation
of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as the same may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and general equitable
principles, regardless of whether such enforceability is considered in a proceeding at law or in equity.


 




    	 



    	 



    

 


1.2           Title
to Shares. The Stockholder is the record and beneficial owner of the Shares (or an affiliate of the Stockholder is the
record owner of the Shares and the Stockholder has the power to control such affiliate) and owns (or the affiliate of the Stockholder
over which the Stockholder has control owns) the Shares free and clear of liens, claims, charges, options or encumbrances or other
rights of third parties of any kind or any proxy or voting restriction other than that granted pursuant to this Proxy.


 


ARTICLE II 


 


TRANSFER AND VOTING OF SHARES 


 


2.1           Restriction
on Transfer of Shares. During the Term (as defined below), the Stockholder shall not (and shall cause any affiliate of the
Stockholder not to) (i) sell, transfer, pledge, grant a security interest in or lien on or otherwise dispose of or encumber any
of the Shares, (ii) deposit any of the Shares into a voting trust, enter into a voting agreement or arrangement or grant any proxy
with respect to any of the Shares, or (iii) enter into any contract, option or other arrangement or undertaking with respect to
the direct or indirect acquisition or sale, assignment, transfer, pledge, grant of a security interest in or lien on or other disposition
of or encumbrance of the Shares.


 


2.2           Voting
of Shares. The Stockholder hereby irrevocably constitutes and appoints (and shall cause each other party that is the
record holder of Shares to irrevocably constitute and appoint) Pyxis, or any nominee of Pyxis, with full power of substitution,
during and for the Term, as the Stockholder's (or other party's) true and lawful attorney and proxy, for and in the Stockholder's
(or other party's) name, place and stead, to vote each of the Shares as its proxy, at every annual, special or adjourned meeting
of the stockholders of LS (including the right to sign his name (as stockholder) to any consent, certificate or other document
relating to LS that the law of the State of Delaware may permit or require) (i) in favor of the approval of the Merger Agreement
and the consummation of all other transactions contemplated by the Merger Agreement, including but not limited to the Stock Split
and the Spinoff, (ii) against any action or agreement that would result in a breach of any covenant, representation or warranty
or any other obligation or agreement of LS or other party (other than Merger Sub or Pyxis) under the Merger Agreement or which
could result in any of the conditions to LS's or other party's (other than Merger Sub or Pyxis) obligations under the Merger Agreement
not being fulfilled, and (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Merger
Agreement. The Stockholder further agrees to cause the Shares beneficially owned by the Stockholder to be voted in accordance with
the foregoing.


 


2.3           Further
Assurances. The Stockholder shall take such further actions and execute such further documents and instruments as may
reasonably be requested by Pyxis to vest in Pyxis (or its designee) the power to vote the Stockholder's Shares and carry out the
provisions of this Proxy.


 




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2.4           Term.
The term of this Proxy (the "Term") shall commence on the date hereof and shall remain valid until the earlier of (a)
consummation of the Merger, (b) termination of the Merger Agreement, or (c) one year from the date hereof. Notwithstanding the
foregoing, nothing in this Proxy shall prohibit or otherwise impair the right or ability of the Stockholder to exercise his fiduciary
duties in his capacity as a director of LS, including a vote to terminate the Merger Agreement in favor of a Superior Offer (as
that term is defined in the Merger Agreement). DURING THE TERM OF THIS PROXY, THIS PROXY IS IRREVOCABLE AND IS COUPLED WITH AN
INTEREST.


 


ARTICLE III 


 


GENERAL PROVISIONS 


 


3.1           Severability.
If any term or other provision of this Proxy is invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Proxy shall nevertheless remain in full force and effect. Upon such determination
that any term or other provision is invalid, illegal or incapable of being enforced, the Stockholder agrees to negotiate with Pyxis
in good faith to modify this Proxy so as to effect the original intent of the parties as closely as possible to the fullest extent
permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent
possible.


 


3.2           Entire
Agreement. This Proxy constitutes the entire agreement of the parties and supersedes all prior agreements and undertakings,
both written and oral, between the Stockholders and Pyxis, with respect to the subject matter hereof.


 


3.3           Assignment.
This Proxy shall be binding upon the Stockholder and the Stockholder's successors and assigns.


 


3.4           Parties
in Interest. This Proxy shall be binding upon and inure solely to the benefit of Pyxis, and nothing in this Proxy, express
or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or
by reason of this Proxy.


 


3.5           Specific
Performance. The Stockholder agrees that irreparable damage would occur in the event any provision of this Proxy was
not performed in accordance with the terms hereof and that Pyxis shall be entitled to specific performance of the terms hereof,
in addition to any other remedy at law or in equity.


 


3.6           Governing
Law; Jurisdiction. This Proxy shall be governed by, and construed in accordance with, the laws of the State of Delaware.
Any legal actions, suit or proceeding arising out of or relative to this Proxy shall be instituted only in the state and federal
courts situated in the States of Delaware, and the Stockholder hereby waives any objection which he may now or hereafter have to
the laying of venue of such action, suit or proceeding in, and hereby irrevocably submits to the jurisdiction of, any such court
in any such action, suit or proceeding. Any and all service of process and any other notice in any such action, suit or proceeding
shall be effective against the Stockholder if given by mail, postage, prepaid, mailed to the Stockholder at LS's principal place
of business.


 




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3.7           Counterparts.
This Proxy may be executed in one or more counterparts, each of which when executed shall be deemed to be an original but all
of which taken together shall constitute one and the same instrument.


 


[SIGNATURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF, the parties hereto
have caused this Proxy to be duly executed and delivered as of the day and year first written above. 


 


	 	STOCKHOLDER: 
	 	 	/s/
    Michael Onghai
	 	 	Michael Onghai
	 	 	 
	 	 	 
	 	PYXIS TANKERS INC. 
	 	 
	 	By:	/s/ Valentios Valentis
	 	 	Name:    Valentios Valentis
	 	 	Title:   Chief Executive Officer


 




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