0001162677-11-000002 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • January 3rd, 2011 • Tri Valley Corp • Crude petroleum & natural gas • New York

EXCHANGE AGREEMENT (the "Agreement"), dated as of December ___, 2010, by and among Tri-Valley Corporation, a Delaware corporation, with offices located at 4550 California Avenue, Suite 600, Bakersfield, California 93309 (the "Company") and the investor that is a signatory to this Agreement (the "Investor").

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