0001144204-11-039491 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • July 7th, 2011 • Mesa Energy Holdings, Inc. • Metal mining • New York

This EXCHANGE AGREEMENT (the “Agreement”) made and entered effective as of June 16, 2011, by and between Mesa Energy Holdings, Inc., a Delaware corporation (the “Company”) and Whalehaven Capital Fund Ltd., a Bermuda Corporation (“Whalehaven”).

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