NO
SHORT SELLING 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.  In connection with consummation of the Merger (as defined in
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 not to, directly or indirectly, effect
or agree to effect any short sale (as defined in Rule 200 under Regulation SHO
of the Exchange Act of 1934, as amended (the “Exchange Act”)), whether or not
against the box, establish any “put equivalent position” (as defined in Rule
16a-1(h) under the Exchange Act) with respect to the Common Stock, borrow or
pre-borrow any shares of Common Stock, or grant any other right (including,
without limitation, any put or call option) with respect to the Common Stock or
with respect to any security that includes, relates to or derives any
significant part of its value from the Common Stock or otherwise seek to hedge
its position in the Common Stock for a period commencing on the Closing Date (as
defined in the Merger Agreement) and ending on the 24-month anniversary of the
Closing Date (the “No-Short Period”).

     

    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 No-Short 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