EXHIBIT 10.9

                                LOCKUP AGREEMENT

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EXHIBIT 10.9

                                LOCKUP AGREEMENT


     THIS LOCKUP AGREEMENT ("Agreement") is made effective as of this ___ day of
June,  2011, by and among Alan W.  Barksdale  and The  StoneStreet  Group,  Inc.
(known  collectively  as  "Shareholders")  and Red  Mountain  Resources,  Inc. a
Florida corporation ("Company").

         WHEREAS,   the  Shareholders,   collectively,   hold  Eighteen  Million
(18,000,000)  shares of  restricted  common  stock of the Company or  securities
convertible  into or exercisable for common stock of the Company  (collectively,
"Securities");

         WHEREAS,  the  Company  believes  it is in the  best  interests  of its
stockholders  to establish an orderly trading market for shares of the Company's
common stock;

         WHEREAS,  the Company desires the  Shareholders to refrain from selling
Securities held by the  Shareholders  to encourage  orderly trading in shares of
the Company's common stock;

         NOW,  THEREFORE,  in consideration of the premises,  and for other good
and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged, the parties hereto agree as follows:

     1. LOCKUP OF SECURITIES.  The Shareholders  agrees,  that without the prior
written consent of the Company, that, until the earlier of the first anniversary
of the date of this Agreement or a Change in Control,  the Shareholders will not
make or cause any sale of any Securities listed on Exhibit I hereto which, as of
the  date  of  this  Agreement,  the  Shareholders  owns  either  of  record  or
beneficially,   and  which  the  Shareholders  has  the  power  to  control  the
disposition; provided, however, that the Shareholders may, without the Company's
prior written consent, (i) make a gift of Securities without consideration to an
organization  exempt from  taxation  under  Section  501(c)(3)  of the  Internal
Revenue Code of 1986, as amended.

     Further,  the Shareholders  agree, that the Securities shall be released in
the amounts and the dates set forth in Exhibit I.

     2. CONSIDERATION FOR LOCKUP. The Shareholders,  as terms of Mr. Barksdale's
employment as an officer of the Company, agrees to the terms of this Agreement.

     3.  TRANSFER;  SUCCESSOR  AND  ASSIGNS.  The terms and  conditions  of this
Agreement  shall  inure to the  benefit  of and be binding  upon the  respective
successors  and assigns of the parties.  Nothing in this  Agreement,  express or
implied,  is intended to confer upon any party other than the parties  hereto or
their respective successors and assigns any rights,  remedies,  obligations,  or
liabilities under or by reason of this Agreement,  except as expressly  provided
in this Agreement.

         4. GOVERNING LAW. This Agreement  shall,  to the fullest extent allowed
by law, be construed,  interpreted  and enforced in accordance  with the laws of
the State of Texas,  without  regard to or application of conflict of law rules,
and the venue in regard to any disputes arising  hereunder shall, to the fullest
extent allowed by law, be in the City and County of Dallas, Texas.

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     5.   COUNTERPARTS.   This   Agreement  may  be  executed  in  two  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

     6. TITLES AND  SUBTITLES.  The titles and subtitles  used in this Agreement
are used for  convenience  only and are not to be  considered  in  construing or
interpreting this Agreement.

     7. NOTICES.

                  (a) All notices,  requests,  demands and other  communications
under this  Agreement or in connection  herewith shall be given or made upon (i)
the Shareholders at such Shareholders' addresses set forth on the signature page
hereto; and (ii) the Company at 2515 McKinney Avenue,  Suite 900, Dallas,  Texas
75201, attention President and General Counsel.

                  (b) All notices,  requests,  demands and other  communications
given or made in accordance  with the provisions of this  Agreement  shall be in
writing,  and  shall  be  sent  by  overnight  courier,  or  by  facsimile  with
confirmation of receipt, and shall be deemed to be given or made when receipt is
so confirmed.

                  (c) Any party may, by written  notice to the other,  alter its
address or  respondent,  and such notice shall be given in  accordance  with the
terms of this Section 8.

     8.  ATTORNEYS'  FEES.  If  any  action  at  law  or  in  equity  (including
arbitration)  is necessary to enforce or interpret the terms of this  Agreement,
the prevailing party shall be entitled to reasonable  attorneys' fees, costs and
necessary  disbursements in addition to any other relief to which such party may
be entitled as determined by such court, equity or arbitration proceeding.

     9.  AMENDMENTS AND WAIVERS.  Any term of this Agreement may be amended with
the written consent of the Company and the Shareholders.

     10.  SEVERABILITY.  If one or more provisions of this Agreement are held to
be  unenforceable  under applicable law,  portions of such  provisions,  or such
provisions in their  entirety,  to the extent  necessary,  shall be severed from
this Agreement and the balance of the Agreement  shall be interpreted as if such
provision  were so excluded  and shall be  enforceable  in  accordance  with its
terms.

     11. DELAYS OR OMISSIONS.  No delay or omission to exercise any right, power
or remedy accruing to any party to this Agreement, upon any breach or default of
the other party to this Agreement  shall impair any such right,  power or remedy
of such  holder nor shall it be  construed  to be a waiver of any such breach or
default,  or an acquiescence  therein, or of or in any similar breach or default
thereafter occurring;  nor shall any waiver of any breach or default be deemed a
waiver of any other breach or default theretofore or thereafter  occurring.  Any
waiver,  permit, consent or approval of any kind or character on the part of any
party to this  Agreement of any breach or default under this  Agreement,  or any
waiver  on the  part  of any  party  of any  provisions  or  conditions  of this
Agreement,  must be in  writing  and  shall  be  effective  only  to the  extent
specifically  set  forth  in such  writing.  All  remedies,  either  under  this
Agreement or by law or otherwise  afforded to any holder shall be cumulative and
not alternative.

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         12. ENTIRE  AGREEMENT.  This  Agreement  and the documents  referred to
herein  constitute the entire agreement between the parties hereto pertaining to
the subject  matter  hereof,  and any and all other  written or oral  agreements
existing between the parties hereto are expressly canceled.

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

                                         RED MOUNTAIN RESOURCES, INC.
                                           (A Florida Corporation)


                                         By:  __________________________________
                                                 Name: Lynden B. Rose

                                                  Title: Director

                                         ALAN W. BARKSDALE


                                         -------------------------------------
                                         Alan W. Barksdale, Individually


                                           Address:
                                                       141 Falata Circle

                                                       Little Rock, AR 72223
                                         --------------------------------------



                                         THE STONESTREET GROUP, INC.


                                         -------------------------------------
                                         Alan W. Barksdale, President

                                              Address:

                                                       141 Falata
                                                       Little Rock, AR 72223
                                         ---------------------------------------



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                                    EXHIBIT I


                     SECURITIES SUBJECT TO LOCKUP AGREEMENT


Securities Subject to Lockup:               Eighteen Million (18,000,000) shares
                                            of Red Mountain Resources, Inc.
                                            restricted common stock held by the
                                            Shareholders as follows:


                                                            Number of
                 Holder                                    Shares Held

The StoneStreet Group, Inc.                                 18,000,000


To be released from the Lockup Agreement as follows:

                                              Number of Shares
          Release                                   To Be
           Date                                    Released

       June 21, 2012                              3,000,000
     December 21, 2012                            15,000,000

















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