Form of lock-up agreement



 Exhibit 10.16 
 FORM OF LOCK-UP LETTER 

                      
                  , 2011 
 Morgan
Stanley & Co. LLC 
 J.P. Morgan Securities LLC 
 c/o Morgan Stanley & Co. LLC 
       1585 Broadway New York,
NY 10036 
       J.P. Morgan Securities LLC 
       383 Madison Avenue 
       New
York, New York 10179 
       Ladies and Gentlemen: 

The undersigned understands that Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC (the
“Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Platinum Energy Solutions, Inc., a Nevada corporation (the “Company”), providing for the public
offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC (the “Underwriters”), of
[            ] shares (the “Shares”) of the common stock, par value $0.001 per share, of the Company (the “Common Stock”). 

To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering,
the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus (the
“Prospectus”) relating to the Public Offering (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any
option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or
(3) publicly disclose the intention to do any of the foregoing. The foregoing sentence shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of
the Public Offering, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market
transactions, (b) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, or 







 
by will or intestacy, or to family members of the undersigned or to a trust, or (c) distributions of shares of Common Stock or any security convertible into Common Stock to limited partners
or stockholders of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (b) or (c), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this
letter and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Restricted Period referred to in the
foregoing sentence, or (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during
the Restricted Period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the undersigned or the Company. In addition, the undersigned
agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 days after the date of the Prospectus, make any demand for or exercise
any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the
Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions. 
 If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Shares the undersigned may
purchase in the offering. 
 If the undersigned is an officer or director of the Company, (i) the Representatives agree
that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Representatives will notify the Company of the impending release or
waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any
release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the
release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in
effect at the time of the transfer. 
 If: 
 (1) during the last 17 days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs; or 

(2) prior to the expiration of the Restricted Period, the Company announces that it will release earnings results during the 16-day
period beginning on the last day of the Restricted Period or provides notification to the Representatives of any earnings release or material news or material event that may give rise to an extension of the initial 180-day Restricted Period;








 
the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material
news or material event. 
 The undersigned shall not engage in any transaction that may be restricted by this agreement during
the 34-day period beginning on the last day of the initial Restricted Period unless the undersigned requests and receives prior written confirmation from the Company or the Representatives that the restrictions imposed by this agreement have
expired. 
 The undersigned understands that the Company and the Underwriters are relying upon this agreement in proceeding
toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. 

Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will
only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters. 
  

	
	Very truly yours,
	
	  
	(Name)
	
	  
	(Address)