LOCK-UP
AGREEMENT

    


    August
31, 2009

    


    Mesa
Energy Holdings, Inc.

    4321 7th
Avenue

    Los
Angeles, CA  90008

    Attn:  Beverly
Frederick

    


    Ladies
and Gentlemen:

    


    Reference
is made to the Agreement and Plan of Merger and Reorganization (the “Merger
Agreement”) by and among Mesa Energy Holdings, Inc., a Delaware corporation (the
“Company”), Mesa Energy, Inc., a Nevada corporation (“Mesa”), and Mesa Energy
Acquisition Corp., a Nevada corporation and a wholly owned subsidiary of the
Company (the “Transactions”).  In connection with the Merger
Agreement, Mesa stockholders shall receive shares of common stock, par value
$0.0001 per share (“Common Stock”), of the Company in consideration for shares
of Mesa held by them at the effective time of the merger.  In
consideration of the Company and Mesa entering into the Merger Agreement, the
undersigned hereby agrees as follows:

    


    1.           The
undersigned hereby covenants and agrees, except as provided herein, not to (a)
offer, sell, contract to sell, grant any option to
purchase, hypothecate, pledge or otherwise dispose of or (b) transfer title to (a “Prohibited Sale”)
any of the shares of Common Stock (the “Acquired Shares”) acquired by the
undersigned pursuant to or in connection with the Merger Agreement, during the
period commencing on the “Closing Date” (as defined in the Merger Agreement) and
ending on the 24-month anniversary of the Closing Date (the “Lockup Period”),
without the prior written consent of the Company.  Notwithstanding the
foregoing, the undersigned shall be permitted from time to time during the
Lockup Period, without the prior written consent of the Company, as applicable,
(i) to engage in transactions in connection with the undersigned’s participation
in the Company’s stock option plans, (ii) to transfer all or any part of the
Acquired Shares to any family member, for estate planning purposes, or to an affiliate thereof (as such term is
defined in Rule 405 under the Securities Exchange Act of 1934, as amended),
provided that such transferee agrees in writing
with the Company to be bound hereby, or
(iii) to participate in any
transaction in which holders of the Common Stock of the Company participate or
have the opportunity to participate pro rata, including, without limitation, a
merger, consolidation or binding share exchange involving the Company, a
disposition of the Common Stock in connection with the exercise of any rights,
warrants or other securities distributed to the Company’s stockholders, or a
tender or exchange offer for the Common Stock, and no transaction contemplated
by the foregoing clauses (i), (ii) or (iii) shall be deemed a Prohibited Sale
for purposes of this  Agreement.

    


    2.           This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York, without giving effect to principles of conflicts or
choice of laws thereof.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     


    3.           This
Agreement will become a binding agreement among the undersigned as of the
Closing Date.  In the event that no closing occurs under the Merger
Agreement, this  Agreement shall be null and
void.  This  Agreement (and the agreements reflected herein)
may be terminated by the mutual agreement of the Company and the undersigned,
and if not sooner terminated, will terminate upon the expiration date of the
Lockup Period.  This  Agreement may be duly executed by
facsimile and in any number of counterparts, each of which shall be deemed an
original, and all of which together shall be deemed to constitute one and the
same instrument.  Signature pages from separate identical counterparts
may be combined with the same effect as if the parties signing such signature
page had signed the same counterpart.  This  Agreement may
be modified or waived only by a separate writing signed by each of the parties
hereto expressly so modifying or waiving such agreement.

    


    Very
truly yours,

    


    __________________________________

    Print
Name:

    


    Address:
______________________________________

    ______________________________________________

    Number of
shares of Common Stock owned: __________

    Certificate
Numbers: _____________________________

    


    [Company
signature on the following page]



    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    Accepted
and Agreed to:

    


    Mesa
Energy Holdings, Inc.


    


    
      
        	
                By:

              	 
      	 
      
	
                Name:
      Beverly Frederick

              
	
                Title:
      President