PURCHASE AND SALE AGREEMENT

Exhibit 10.1

PURCHASE AND SALE AGREEMENT

In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Sellers and Purchaser agree as follows (“Agreement”):

The properties to be purchased shall mean and include all of Sellers’ rights and interests in and to the following:

The Producing Properties and Non-Producing Properties are sometime collectively referred to herein as the “Subject Properties”.

This sale is made subject to (i) all of the terms, covenants, conditions, restrictions, limitations and provisions of the oil, gas and mineral leases covering the Subject Properties, and any mesne assignments thereof, (ii) all royalties, overriding royalties, payments out of production and other lease burdens affecting the Subject Properties, (iii) all contracts and agreements affecting the Subject Properties, (iv) all terms and conditions of any orders, rules, regulations and ordinances of any federal, state or other governmental entity having jurisdiction; and (v) ad valorem taxes for year 2014 and all subsequent years, the payment of which Purchaser assumes.

ALL IMPROVEMENTS ARE HEREBY SOLD, AND SHALL BE TRANSFERRED AND ASSIGNED, “AS IS – WHERE IS”, WITHOUT ANY WARRANTIES OF ANY NATURE, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS OF PURPOSE.

As consideration for the Subject Properties, Purchaser agrees to pay to Sellers an amount to be determined as follows:

Concurrent with the execution of this Agreement, the parties will agree upon an allocation of the purchase price among the Subject Properties (the “Allocated Value”), consistent with the principles of Section 1060 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. After the parties have agreed upon the Allocated Value for the Subject Properties, Sellers will be deemed to have accepted such Allocated Value for purposes of this Agreement and the transactions contemplated hereby, but otherwise make no representation or warranty as to the accuracy of such values. Sellers and Purchaser agree (i) that the Allocated Value shall be used by Sellers and Purchaser as the basis for reporting asset values and other items for purposes of all federal, state, and local tax returns, including without limitation Internal Revenue Service Form 8594, if required, or any similar statement of such allocation that may be required and (ii) that neither they nor their affiliates will take positions inconsistent with the Allocated Value in notices to government authorities, in audit or other proceedings with respect to taxes, in notices to preferential purchase right holders, or in other documents or notices relating to the transactions contemplated by this Agreement.

Upon its execution of this Agreement, Purchaser shall promptly deposit $350,000.00 into the trust account of Peoples Bank, with such deposit to be held in escrow in accordance with the terms and conditions of a mutually agreeable escrow agreement. The deposit shall be applied to the Purchase Price at closing, and shall only be refundable to Purchaser as set forth in such escrow agreement.

The closing of the purchase and sale of the Subject Properties (“Closing”) shall be held at 10:00 a.m. CST on February 27, 2014, in the offices of RAW Oil & Gas, Inc. located at 1415 Buddy Holly Avenue, Lubbock, Texas, or on such other time and date as Sellers and Purchaser shall otherwise mutually agree in writing (“Closing Date”).

At the Closing, Purchaser shall pay to Sellers in cash or cash equivalent that portion of the Purchase Price pertaining to the Producing Properties. All conveyances and transfers of the Producing Properties shall be effective as January 1, 2014, at 7:00 a.m. CST (the “Effective Date”).

At the Closing, Purchaser shall pay to Sellers in cash or cash equivalent that portion of the Purchase Price pertaining to the Non-Producing Properties for all non-producing oil, gas and mineral leases covering the lands set forth on Schedule 1.b. secured by Sellers and recorded as of 5:00 p.m. CST on February 20, 2014. Additionally, at Closing Sellers shall provide Purchaser with a schedule of all Leases in Work, and Purchaser shall pay Sellers for all Leases in Work as they are secured and submitted to Purchaser. However, Purchaser shall have no obligation to purchase any Leases in Work submitted to Purchaser after 5:00 p.m. CST on June 2, 2014, unless Purchaser otherwise agreed to accept same in writing as provided in paragraph 12 below. All conveyances and transfers of the Non-Producing Properties shall be effective as of the date of the respective oil, gas and mineral leases.

Sellers’ interest in the oil, gas or other minerals produced from the Producing Properties prior to the Effective Date shall be the exclusive property of Sellers. Any revenues generated from the sale of such production that is received by Purchaser after the Closing Date shall be remitted to Sellers immediately upon receipt by Purchaser. In the event any production belonging to Sellers is sold by Purchaser after the Closing Date, Purchaser agrees to pay Sellers for same based upon the average price of oil received for the month of December 2013.

Sellers’ interest in the oil, gas or other minerals produced from the Producing Properties after the Effective Date shall be the exclusive property of Purchaser. Any revenues generated from the sale of such production that is received by Sellers prior to the Closing Date shall be remitted to Purchaser at Closing, or if received after the Closing Date, then immediately upon receipt by Sellers.

All expenses incurred by Sellers in connection with the operation of the Producing Properties prior to the Effective Date will be the responsibility of Sellers. Any expense incurred by Sellers after the Effective Date, but prior to Closing, in the usual and customary operation of the Producing Properties will be reimbursed by Purchaser. However, Purchaser must be notified of and approve any single cost occurrence (or multiple related occurrences, which, in the aggregate) that would exceed $25,000.00, and Purchaser will not reimburse Sellers for any capital expenditures or other expenses incurred by Sellers outside the usual and customary operation of the Producing Properties, unless Purchaser shall have given prior written approval for same. Any expenditure presented to Purchaser for payment must include a full copy of the invoice, together with all supporting field tickets or other back-up information evidencing the services provided.

Should Sellers receive any invoice or request for payment of any expense which is properly payable by Purchaser hereunder, Sellers shall notify Purchaser of such request and Purchaser will promptly pay the same; provided, that should Purchaser fail to pay such expense within thirty (30) days of such notice, Sellers, at their sole discretion, may pay such expense, whereupon Sellers shall be entitled to reimbursement from Purchaser of any amounts so advanced, together with interest thereon at the rate of twelve percent (12.0%) per annum from the date paid by Sellers until reimbursement.

There shall be no proration of ad valorem taxes. Purchaser assumes the responsibility for the payment of all ad valorem taxes and other assessments pertaining to the Subject Properties for 2014, and subsequent years.

Sellers are duly organized and validly existing and in good standing under the laws of the State of Texas, and have all requisite power and authority to enter into and perform this Agreement.

To the best of Sellers’ knowledge, there are no claims, legal actions, suits, judicial or administrative proceedings, or governmental investigations pending or threatened which involve or may involve the Subject Properties, the operations being conducted thereon, or the purchase, sale, transportation, or processing of production or products therefrom.

There are no bankruptcy, reorganization or receivership proceedings pending, being contemplated by, or to Sellers’ knowledge, threatened against it.

Sellers have not incurred any obligation for brokers, finders or similar fees for which any other party would be liable except for those fees which are associated with the Leases in Work, which Sellers agrees to pay in full and indemnify Purchaser against any claims arising or resulting from the non-payment of the fees .

Purchaser is duly organized and validly existing and in good standing under the laws of the State of Texas, or is otherwise duly qualified to transact business in Texas.

Purchaser has not incurred any obligation for brokers, finders or similar fees for which any other party would be liable.

Between the date of this Agreement and the Closing Date, Sellers shall maintain and operate the Producing Properties in a good and workmanlike manner in accordance with good oil field practice and in compliance with all applicable laws, rules, regulations and orders of federal, state and local governmental authorities; provided, however, Sellers shall not undertake operations to rework any well after the date of this Agreement, without the prior written consent of Purchaser.

Sellers will perform the terms and provisions, expressed or implied, of all the leases, easements and all other agreements related to any or all of the Subject Properties in a manner satisfactory to maintain them in full force and effect and will not permit the surrender, abandonment release or termination of any lease, easements or any other agreement.

Upon execution of this Agreement, Sellers shall provide Purchaser with access to the following information, to the extent same is in the possession of Sellers: (i) all abstracts, title opinions, title curative documents and other title information covering the Producing Properties, (ii) all lease documents, assignments, easements, rental receipts, shut-in royalty receipts, unit declarations, joint operating agreements, farmout agreements, pipeline right-of-way agreements, gas contracts, transportation agreements, oil and condensate purchasing agreements and division orders, or any other documents or agreements affecting the Producing Properties, and (iii) all well and production files covering the Producing Properties.

No later than 8:00 a.m. CST, on February 21, 2014, Sellers shall provide Purchaser with a schedule of all Non-Producing Properties secured by Sellers within the Area of Interest, and make available to Purchaser all lease documents, mineral ownership reports, lease status reports, and other relevant information in Sellers’ possession pertaining to such leasehold ownership. Sellers shall from time to time thereafter promptly advise Purchasers of any Leases in Work as they are secured by Sellers within the Area of Interest and likewise make available to Purchaser all lease documents, mineral ownership reports, lease status reports, and other relevant information in Sellers’ possession pertaining to such leases.

At or prior to Closing, Sellers shall provide Purchaser with a complete and accurate set of financial and accounting records related to the Subject Properties, covering a period of time not less than the twenty four (24) month period prior to the Closing Date, and in sufficient detail to reasonably allow Purchaser to prepare profit and loss statements associated with the Subject Properties in accordance with GAAP.

Upon execution of this Agreement, Sellers shall immediately allow Purchaser’s employees, representatives and designees, to enter upon the Producing Properties for the purposes of conducting on-site inspections and inventories. By 5:00 p.m. CST on February 14^th, 2014, Purchaser shall notify Sellers in writing of any conditions which are unacceptable to Purchaser. Sellers shall use their best efforts to remedy or remove such conditions prior to the Closing Date. In the event Sellers shall fail to so remedy or remove such conditions, then Purchaser may either (i) terminate this Agreement, or (ii) agree with Sellers to adjust the Purchase Price accordingly and complete the transaction, waiving the unsatisfied conditions.

Purchaser shall have twenty (20) days from the date of this Agreement to review and examine title to the Producing Properties and deliver written objections to Sellers, if any, that Purchaser contends renders Sellers title to same to be less than an indefeasible title. For purposes of this Agreement, the term “indefeasible title” shall mean the quality of title that would allow the owner thereof to receive the net revenue interest associated with such property without reduction, suspension, or termination. Sellers shall use their best efforts to cure any title defects discovered by Purchaser and that Sellers agree would cause their title to be less than an indefeasible title. If any title defect so recognized by Sellers is not cured prior to Closing, then Purchaser may either (i) terminate this Agreement, or (ii) agree with Sellers to adjust the Purchase Price accordingly and complete the transaction, waiving the unsatisfied objections.

Purchaser’s obligation to close the sale and purchase set forth herein is subject to and contingent upon the following:

SELLERS HEREBY AGREE TO JOINTLY AND SEVERALLY DEFEND, INDEMNIFY AND HOLD PURCHASER HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, COSTS, DAMAGES, CHARGES, EXPENSES (INCLUDING LEGAL EXPENSE) OR OTHER LIABILITIES INCURRED OR ARISING FROM THE OPERATION OF THE SUBJECT PROPERTIES PRIOR TO THE CLOSING DATE, AND ANY ACTS OR OMISSIONS OF SELLERS RELATING TO SUCH OPERATIONS.

PURCHASER HEREBY AGREES TO JOINTLY AND SEVERALLY DEFEND, INDEMNIFY AND HOLD HARMLESS SELLERS FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, COSTS, DAMAGES, CHARGES, EXPENSES (INCLUDING LEGAL EXPENSE) OR OTHER LIABILITIES INCURRED OR ARISING FROM THE OPERATION OF THE SUBJECT PROPERTIES AFTER TO THE CLOSING DATE, AND ANY ACTS OR OMISSIONS OF PURCHASER RELATING TO SUCH OPERATIONS.

Other than the Leases in Work, Sellers agree that for a twelve (12) month period, commencing on February 1, 2014, Sellers shall cease all oil and gas leasing activities (whether directly or indirectly) related to the lands located and identified on the map or plat attached hereto as Exhibit “B” (“Area of Interest”).

It is understood and agreed by Purchaser that in the event Sellers secure any Leases in Work after 5:00 p.m. CST on June 2, 2014, Sellers shall promptly notify Purchaser of such acquisition and offer to sell same to Purchaser in accordance with the terms stated in Section 2.1(b) herein for the sale of Non-Producing Properties. Should Purchaser decline to accept such offer in writing within fifteen (15) days of receipt of such notice, then Purchaser shall be deemed to have waived its right to acquire such interests and the continuing ownership of same by Sellers shall not be a violation of this non-compete covenant.

The invalidity of any one or more covenants, phrases, clauses, sentences or paragraphs of this Agreement, shall not affect the remaining portions of this Agreement, or any part thereof, and in case of any such invalidity, this Agreement shall be construed as if such invalid covenants, phrases, clauses, sentences or paragraphs had not been inserted.

This Agreement may be executed in counterparts, each of which shall constitute an original and all of which shall constitute one document.

Any notice herein requested or permitted to be given, except as otherwise required by this Agreement, shall be in writing, and may be given by facsimile or electronic mail, or by depositing the same in the United States mail, postage prepaid, addressed to the party to receive same at the address stated for such party herein above. Any such notice shall be deemed to have been received two (2) business days after it is given or upon the actual receipt, whichever occurs earlier.

This Agreement may not be altered nor amended except by instrument in writing executed by the party or parties to be bound by such amendment.

This Agreement shall be construed under and governed by the laws of the State of Texas, and all obligations hereunder are performable in Andrews County, Texas.

This Agreement and the terms and provisions hereof, including the amount of the purchase price, shall be maintained confidential by the parties; provided, however, that this Agreement and the terms and provisions thereof may be disclosed to Buyer’s lenders, if any, and their consultants, who shall be required to keep such information confidential. Neither party may make press releases nor other public announcements concerning this transaction, without the other party’s prior written approval and agreement to the form of the announcement, except as may be required by applicable laws or rules and regulations of any governmental agency or stock exchange.

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements, and understandings relating to such subject matter. No material representation, agreement, promise, inducement, or statement, whether oral or written, has been made by either party and relied upon by the other that is not set forth herein.

This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their respective heirs, legal representatives, successors, and assigns.

All representations and warranties of Sellers and Purchaser shall survive the Closing.

EXECUTED the day and year first above written.