Exhibit 10.6


PURCHASE AND SALE AGREEMENT


          Purchase
and Sale Agreement, dated as of December 12, 2012 (the “Agreement”), by and between
Cross B, LLC (“Seller”) and Red Mountain Resources, Inc., a Florida
corporation (“Purchaser”).


          WHEREAS,
the Seller is the owner of 2,430,605 shares (“Shares”) of common stock, par
value $0.001 per share, of Cross Border Resources, Inc. (“Cross Border”); and


          WHEREAS,
the Seller desires to sell the Shares to Purchaser and Purchaser desires to
acquire the Shares from Seller on the terms and conditions set forth in this
Agreement.


          NOW,
THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth in this
Agreement and intending to be legally bound hereby, the parties hereto agree as
follows:


          1. Purchase
and Sale of the Shares. Subject to the terms and conditions herein, Seller
hereby agrees to sell the Shares to Purchaser, and Purchaser hereby agrees to
purchase the Shares from Seller, in exchange for the issuance of 4,861,210
shares (“Stock
Consideration”) of unregistered common stock, par value $0.00001 per
share, of Purchaser registered in the name of the Seller. 


          2. Delivery
of the Shares and Purchase Price. The closing of the transactions
contemplated hereby (the “Closing”) shall occur on December 13, 2012
at the offices of Purchaser or such later date as the parties hereto mutually
agree. At the Closing:


                    (a)
Seller shall deliver to Purchaser a certificate representing the Shares,
registered in Seller’s name, together with an instrument of transfer executed
in blank with original signature from Seller, medallion guaranteed, so that the
Shares may be transferred to the name of Purchaser. Alternatively, if the
Shares are in electronic format, Seller shall deliver or cause to be delivered
to Purchaser appropriate instructions for book entry transfers of ownership of
the Shares from Seller to Purchaser.


                    (b)
Purchaser shall issue to Seller a stock certificate representing the Stock
Consideration indicating Seller as the owner of the Stock Consideration. 


          3. Representations
of Seller. The Seller represents and warrants to the Purchaser as follows:


                    (a)
This Agreement constitutes a legal, valid and binding obligation of Seller
enforceable in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors’ rights and to general equity
principles.


                    (b)
Seller is the record and beneficial owner of, and has good and marketable title
to, the Shares, free and clear of all liens, security interests, charges,
claims, restrictions and other encumbrances, subject to securities laws
restrictions. Seller has not granted to any person or entity any options or
other rights to buy the Shares. No other person or entity has any interest in
the Shares of any nature. The sale and transfer of the Shares to Purchaser
pursuant to this Agreement will not give any person a legal right or cause of action
against the Shares or Purchaser and shall vest good and marketable title to the
Shares in the Purchaser.



    	



    	 



    
 


                    (c)
Seller has reviewed the public filings of Purchaser filed with the Securities
and Exchange Commission (the “SEC”) which contain disclosures relating to
Purchaser’s investment in Cross Border. Seller understands and acknowledges
that (i) Purchaser is seeking to acquire additional shares of common stock of
Cross Border in order to effect various corporate transactions; (ii) Purchaser
may acquire additional shares of common stock of Cross Border in future
transactions for per-share consideration that may be in excess of that which it
is paying to Seller; and (iii) Seller has no right to receive from Purchaser,
and Purchaser has no obligation to pay Seller, any such excess consideration
for the Shares.


                    (d)
Seller has reviewed the public filings of Purchaser and Seller understands the
content of such filings and the risks described about an investment in the
Purchaser.


                    (e)
Seller represents and warrants that its state of domicile is set forth below as
“Seller’s Address”.


                    (f)
Seller became aware of the offering of the Stock Consideration other than by
means of general advertising or general solicitation as such terms are used in
Regulation D promulgated under the Securities Act of 1933, as amended (“Securities
Act”).


                    (g)
Seller is an “accredited investor” within the meaning of Rule 501(a) under the
Securities Act.


                    (h)
Seller has such knowledge and experience in financial and business matters as
to be capable of evaluating the merits and risks of an investment in Purchaser
and has sufficient information about Purchaser to evaluate the merits and risks
of an investment in Purchaser. Seller understands and acknowledges that such
investment is a speculative venture, involves a high degree of risk and is
subject to complete risk of loss. Seller has carefully considered and has, to
the extent Seller deems necessary, discussed with Seller’s professional legal,
tax, accounting and financial advisers the suitability of its investment in the
Stock Consideration.


                    (i)
Seller acknowledges that the Stock Consideration is not registered under the
Securities Act or the securities laws of any state and that Seller must hold
the Stock Consideration for an indefinite period unless the Stock Consideration
is subsequently registered under the Securities Act or a federal and state
exemption from such registration is available. Purchaser further understands
that the certificate representing the Stock Consideration will bear the
following legend:


	
  

 	
  

 
	
  

 	
 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
 U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY
 STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
 PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
 HYPOTHICATED, ENCUMBERED OR OTHERWISE DISPOSED OF WITHIN THE UNITED STATES OR
 TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS IN THE ABSENCE OF SUCH
 REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
 ACT.

 







    	



    	 



    
 


                    (j)
The Stock Consideration is to be acquired for Seller’s own account and not with
a view to, or intention of, any resale or other distribution in violation of
federal or state securities laws.


          4. Representations
and Warranties of the Purchaser. Purchaser hereby represents and warrants
to Seller as follows:


                    (a)
This Agreement constitutes a legal, valid and binding obligation of Purchaser
enforceable in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors’ rights and to general equity
principles.


                    (b)
Purchaser has reviewed the documents of Cross Border filed with the SEC and
Purchaser understands the content of such filings and the risks described about
an investment in Cross Border. 


                    (c)
Purchaser is an “accredited investor” within the meaning of Rule 501(a) under
the Securities Act. 


                    (d)
Purchaser has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an investment in Cross
Border and has sufficient information about Cross Border to evaluate the merits
and risks of an investment in Cross Border.


                    (e)
Purchaser understands that the Shares are not registered under the Securities
Act or the securities laws of any state and that the Shares may not be able to
be sold unless they are subsequently registered or an exemption from such
registration is available. Purchaser further understands that the certificate
representing the Shares will bear a legend indicating the restrictions on transferability.


                    (f)
The Shares are to be acquired for Purchaser’s own account and are not intended
to be sold or otherwise disposed of in violation of federal or state securities
laws.


          5. Registration
Rights.


                    (a)
Purchaser shall, as soon as possible following the Closing and in any event no
later than January 15, 2013, prepare and file with the SEC a registration
statement (the “Registration Statement”) on Form S-3 (or another appropriate
form in accordance herewith) covering the resale of the Stock Consideration for
an offering to be made on a continuous basis pursuant to Rule 415 under the
Securities Act. 


                    (b)
Purchaser shall use its commercially reasonable efforts to cause the Registration
Statement to be declared effective under the Securities Act as promptly as
practicable after the filing thereof, and shall use its commercially reasonable
efforts to keep such Registration Statement continuously effective under the
Securities Act for a period of up to six months or until the distribution
contemplated in the Registration Statement has been completed.



    	



    	 



    
 


                    6.
Confidentiality. Except as otherwise required by applicable law, rule or
regulation, Seller shall not disclose the existence or contents of this
Agreement without the prior consent of the Purchaser.


                    7.
Governing Law. This Agreement shall be governed by and construed in
accordance with the law of the State of Texas without giving effect to
principles of conflicts of law. 


                    8.
Counterparts. This Agreement may be signed in counterparts which, taken
together, shall constitute one agreement.


                    9.
Further Assurances. The parties hereto agree to promptly take such steps
as may be necessary to effectuate the purposes and intent of this Agreement.


                    10.
Entire Agreement. This Agreement constitutes the entire agreement of the
parties hereto and supersedes all prior agreements and undertakings, both
written and oral, between the parties with respect to the subject matter
hereof.


                    11.
Amendments. This Agreement can be changed only by an instrument in
writing signed by the Seller and the Purchaser.


                    12.
Survival. All covenants, agreements, representations and warranties made
herein shall survive the Closing indefinitely.


                    13.
Venue. Each of the parties hereto agrees that all actions, suits or
proceedings arising out of or based on this Agreement or the subject matter
hereof shall be brought and maintained solely in the federal and state courts
of Dallas County, Texas. Each of the parties hereto by execution hereof hereby
irrevocably submits to the jurisdiction of the federal and state courts of
Dallas County, Texas for the purpose of any action, suit of proceeding arising
out of or based on the subject matter hereof.


* * * * *



    	



    	 



    
 


                    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first above written.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SELLER:

 	
  

 	
 PURCHASER:

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 CROSS B, LLC

 	
  

 	
 RED MOUNTAIN
 RESOURCES, INC.

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By: 

 	
 /s/ Randall M. Duncan

 	
  

 	
 By: 

 	
 /s/ Alan W.
 Barksdale

 	
  

 
	
 Name:

 	
 Randall M.
 Duncan

 	
  

 	
  

 	
 Alan W.
 Barksdale, President & CEO

 	
  

 
	
  

 
	
 Title: 

 	
 Managing
 Member

 	
  

 	
  

 	
  

 	
  

 



Seller’s Address:
Cross B LLC

501 N. University, Ste. 101
Little Rock, AR 72205