NO SHORT SELLING AGREEMENT

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 shar