EXHIBIT
10.65


 


SECURITIES
EXCHANGE AGREEMENT


 


Dated
March 14, 2018


 


THIS
SECURITIES EXCHANGE AGREEMENT (the “Agreement”), is made and entered into as of March 14, 2018, by and among Delta
International Oil & Gas Inc., a Delaware corporation (“Delta”), American Green, Inc., a Wyoming corporation that
is the sole stockholder (the “Stockholder”) of Nipton, Inc., a California corporation (“Nipton”). Delta,
the Stockholder and Nipton are sometimes herein referred to as the Parties.


 


RECITALS


 


A. On
September 12, 2017 the Stockholder purchased all of the real estate and buildings (together, with the associated land and fixtures)
comprising the unincorporated township of Nipton, California, herein referred to as the (“Nipton Properties”) for
$5,012,888 and has subsequently made improvements to the Nipton Properties that are detailed on Schedule 6;


 


B. The
Stockholder is in the process of transferring the Nipton Properties, a bank account of approximately $1,300, operating leases,
corresponding liens and debt to Nipton; and


 


C. Delta
desires to acquire all of the issued and outstanding shares of Nipton, representing 100% of the ownership interests in Nipton
(the “Nipton Sale”), including the Nipton Properties, operating leases corresponding liens and debt, and


 


D. At
the Closing of the Nipton Sale, Delta shall pay the Stockholder the purchase price as specified in Section 1.01 hereof.


 


NOW,
THEREFORE, in consideration of the foregoing premises and representations, warranties, covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending
to be legally bound hereby, the parties hereto hereby agree as follows:


 


PURCHASE
OF NIPTON FROM THE STOCKHOLDER 


 


(a) The
Purchase Price.


 


Delta
will acquire Nipton for consideration with a total combined value of Seven Million, Seven Hundred and Thirty-One Thousand, Four
Hundred and Forty-One Dollars and Eleven Cents ($7,731,441.11).Total consideration shall consist of the following:


 


		i.	The
                                         assumption of the debts listed in Schedule 1.01 attached hereto and incorporated within;
                                         and



 


		ii.	The
                                         issuance of 160,000 shares of Delta Series A Secured Convertible Preferred Stock valued
                                         at Four Million Dollars ($4,000,000) secured by a deed of trust on the Nipton Properties.



 


Nipton
will pay for all ongoing improvement and carrying costs until the final closing.


 






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THE
CLOSING


 


(b) Closing
Date. The closing of the purchase and sale of Nipton and the other transactions contemplated by this Agreement (the “Closing”)
shall take place at the offices of Nipton at 5:00 PM PDT, on or prior to March 14, 2018, or at such other location, date and time
as Delta and the Stockholder may agree. The time and date upon which the Closing actually occurs being referred to herein as the
“Closing Date”.


 


(c) Transactions
at Closing.  At the Closing, the following transactions shall take place and no transaction shall be deemed to have been
completed or any document delivered until all such transactions have been completed and all required documents delivered:


 


		i.	Delta
                                         shall take the following actions by a resolution of its Board of Directors and deliver
                                         the signed board resolution and following documents:



 


		1.	File
                                         the Certificate of Designation of Delta Series A Secured Convertible Preferred Stock
                                         (the designation of which is attached hereto as Exhibit “A” with the Secretary
                                         of State of the State of Delaware, on an expedited basis;



 


		2.	Delta
                                         shall issue and deliver to the Stockholder a certificate or certificates representing
                                         160,000 shares of Delta Series A Convertible Preferred Stock, registered in the name
                                         of the Stockholder;



 


		3.	Certificate
                                         of good standing from the Secretary of State of the State of Delaware, dated at or about
                                         the Closing Date, to the effect that Delta is in good standing under the laws of said
                                         state;



 


		4.	Certified
                                         copy of the Certificate of Incorporation of Delta, as certified by the Secretary of State
                                         of the State of Delaware at or about the Closing Date;



 


		5.	An
                                         officer's certificate duly executed by Delta's chief executive officer to the effect
                                         that the conditions set forth in Section 7.01(a) below have been satisfied, dated as
                                         of the date of the Closing; and



 


		6.	Such
                                         other documents and instruments as the Stockholder and its counsel may reasonably request.



 


		ii.	The
                                         Stockholder shall deliver or cause to be delivered the following documents and/or shall
                                         take the following actions:



 


		1.	The
                                         Stockholder shall deliver to Delta a certificate or certificates representing all outstanding
                                         shares of Nipton and all ownership interests in Nipton;



 


		2.	Certificates
                                         of good standing from the Secretary of State of the State of Wyoming and the Secretary
                                         of State of California, dated at or about the Closing Date, to the effect that each of
                                         the Stockholder and Nipton is a corporation duly organized and existing in good standing
                                         under the laws of said respective jurisdictions;



 


		3.	Certified
                                         copies of the Certificates of Incorporation of each of the Stockholder and Nipton, as
                                         amended to the Closing Date;



 


		4.	An
                                         officer's certificate duly executed by each of the Stockholder’s and Nipton’s
                                         respective presidents to the effect that the conditions set forth in Section7.02(a) below
                                         have been satisfied, dated as of the date of the Closing;



 


		5.	An
                                         officer's certificate duly executed by each of the Stockholder’s and Nipton’s
                                         President and Secretary certifying that the attached stockholder register of Nipton is
                                         an accurate and complete stockholder register of Nipton as of the Closing Date and that
                                         the Nipton Properties have been fully transferred to Nipton by the Stockholder;



 


		6.	Copies
                                         of documents certified as filed with the San Bernardino County Recorder in San Bernardino
                                         County, CA, evidencing the transfer of the Nipton Properties to Nipton for the purchase
                                         price(s) specified therein; and



 


		7.	Such
                                         other documents and instruments as Delta and its counsel may reasonably request.



 






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REPRESENTATIONS
AND WARRANTIES OF DELTA


 


Delta
hereby makes the following representations and warranties to Nipton and the Stockholder:


 


(d) Organization
and Qualification. Delta, and each of its Subsidiaries (defined below), is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization, with the corporate power and authority to own and operate its business
as presently conducted, except where the failure to be or have any of the foregoing would not have a Material Adverse Effect.
Delta is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the character
of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except for such
failures to be so qualified or in good standing as would not have a Material Adverse Effect.


 


(e) Authorization. Delta
has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate
the purchase of Nipton and to issue the shares of Delta Common Stock that comprise the Purchase Price.


 


(f) Validity
and Effect of Agreement. This Agreement has been duly and validly executed and delivered by Delta and, assuming that
it has been duly authorized, executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation
of Delta in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and
other laws of general application affecting enforcement of creditors' rights generally.


 


(g) No
Conflict. Neither the execution and delivery of this Agreement by Delta nor the performance by such parties of their
respective obligations hereunder, nor the consummation of the transactions contemplated hereby, will: (i) conflict with Delta's
Certificate of Incorporation or Bylaws; (ii) violate any statute, law, ordinance, rule or regulation, applicable to Delta or any
of the properties or assets of Delta; or (iii) violate, breach, be in conflict with or constitute a default (or an event which,
with notice or lapse of time or both, would constitute a default) under, or permit the termination of any provision of, or result
in the termination of, the acceleration of the maturity of, or the acceleration of the performance of any obligation of Delta
and/or affect any of the obligations hereunder, or result in the creation or imposition of any Lien upon any properties, assets
or business of Delta under, any Contract or any order, judgment or decree to which Delta is a Party or by which it or any of its
assets or properties is bound or encumbered except, in the case of clauses (ii) and (iii), for such violations, breaches, conflicts,
defaults or other occurrences which, individually or in the aggregate, would not have a material adverse effect on its obligation
to perform its covenants under this Agreement.


 


(h) Required
Filings and Consents. The execution and delivery of this Agreement by Delta does not, and the performance of this Agreement
by Delta will not, require any consent, approval, authorization or permit of, or filing with or notification to, Governmental
Authority with respect to Delta except: (i) compliance with applicable requirements of the Securities Act, the Exchange Act and
state securities laws (“Blue Sky Laws”); and (ii) where the failure to obtain such consents, approvals, authorizations
or permits, or to make such filings or notifications would not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect on Delta, or would not prevent or materially delay consummation of or otherwise prevent the parties
hereto from performing their respective obligations under this Agreement.


 






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(i) Capitalization. The
authorized capital stock of Delta consists of 250,000,000 shares of Common Stock, par value $.0001 per share, of which 34,838,826
shares are issued and outstanding, and 10,000,000 shares of preferred stock, par value $.0001 per share, of which -0- shares are
outstanding. As of the Closing there will be outstanding common stock purchase warrants for the purchase of 2,960,996 shares of
common stock. Except for the transactions contemplated by this Agreement and as disclosed in the Delta SEC Documents, there are
no other share capital, pre-emptive rights, convertible securities, outstanding warrants, options or other rights to subscribe
for, purchase or acquire from Delta any shares of capital stock of Delta and there are no contracts or commitments providing for
the issuance of, or the granting of rights to acquire, any shares of capital stock of Delta or under which Delta is, or may become,
obligated to issue any of its securities. All shares of capital stock and warrants of Delta outstanding as of the date of this
Agreement have been duly authorized and validly issued, are fully paid and non-assessable, and are free of pre-emptive rights.


 


(j) Status
of Common Stock. The Common Stock, when issued and allotted at the Closing, will be duly authorized, validly issued,
fully paid, non-assessable, and free of any pre-emptive rights, will be issued in compliance with all applicable laws concerning
the issuance of securities, and will have the rights, preferences, privileges, and restrictions set forth in Delta's charter and
bylaws, and will be free and clear of any Liens of any kind and duly registered in the name of the Stockholder, in Delta's stockholders
ledger.


 


(k) Litigation. There
is no Action pending or threatened against Delta that, individually or in the aggregate, directly or indirectly, would be reasonably
likely to have a Material Adverse Effect, nor is there any outstanding judgment, decree or injunction, in each case against Delta,
that, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect.


 


(l) Books
and Records. The books and records, financial and others, of Delta are in all material respects complete and correct
and have been maintained in accordance with good business accounting practices.


 


(m) Insurance. Delta
has no insurable properties and Delta does not maintain any insurance covering its assets, business, equipment, properties, or
operations. To Delta's knowledge since inception there has not been any damage, destruction or loss, which could have been deemed
as an “Insurance Event”.


 


(n) Compliance. Delta
is in compliance with all foreign, federal, state and local laws and regulations of any Governmental Authority, except to the
extent that failure to comply would not, individually or in the aggregate, have a Material Adverse Effect. Delta has not received
any notice asserting a failure, or possible failure, to comply with any such law or regulation, the subject of which notice has
not been resolved as required thereby or otherwise to the satisfaction of the Party sending the notice, except for such failure
as would not, individually or in the aggregate, have a Material Adverse Effect. Delta does not, and is not require to, hold any
permits, licenses or franchises from Governmental Authorities.


 


(o) Absence
of Certain Changes. Since October 31, 2017, except as expressly permitted or required by this Agreement or with the consent
of the Stockholder, Delta has not:


 


		i.	sold
                                         or otherwise issued any shares of capital stock;



 


		ii.	acquired
                                         any assets or incurred any Liabilities;



 


		iii.	amended
                                         its certificate of incorporation or bylaws;



 


		iv.	waived
                                         any rights of value which in the aggregate are extraordinary or material considering
                                         the business of Delta;



 


		v.	made
                                         any material change in its method of management, operation or accounting;



 


		vi.	made
                                         any accrual or arrangement for or payment of bonuses or special compensation of any kind
                                         or any severance or termination pay to any present or former officer or employee;



 


		vii.	borrowed
                                         or agreed to borrow any funds or incurred or become subject to, any material obligation
                                         or liability (absolute or contingent) except liabilities incurred in the ordinary course
                                         of business;



 






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		viii.	become
                                         subject to any law or regulation which materially and adversely affects, or in the future
                                         may adversely affect, the business, operations, properties, assets or condition of Delta
                                         or become subject to any change or development in, or effect on, Delta that has or could
                                         reasonably be expected to have a Material Adverse Effect; or



 


		ix.	entered
                                         into any agreement to take any action described in clauses (a) through (j) above.



 


(p) Principals
of Delta. During the past five years, no officer or director of Delta has been:


 


		i.	the
                                         subject of any bankruptcy petition filed by or against any business of which such person
                                         was a general partner or executive officer either at the time of the bankruptcy or within
                                         two years prior to that time;



 


		ii.	the
                                         subject of any conviction in a criminal proceeding or being subject to a pending criminal
                                         proceeding (excluding traffic violations and other minor offenses);



 


		iii.	the
                                         subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated,
                                         of any court of competent jurisdiction, permanently or temporarily enjoining, barring,
                                         suspending or otherwise limiting his involvement in any type of business, securities
                                         or banking activities; or



 


		iv.	found
                                         by a court of competent jurisdiction (in a civil action), the Commission or the Commodity
                                         Futures Trading Commission to have violated a federal or state securities or commodities
                                         law, and the judgment has not been reversed, suspended, or vacated.



 


(q) Brokers
and Finders. Neither Delta, nor any of its respective officers, directors, employees or managers, has employed any broker,
finder, advisor or consultant, or incurred any liability for any investment banking fees, brokerage fees, commissions or finders'
fees, advisory fees or consulting fees in connection with the purchase of Nipton for which Delta has or could have any liability.


 


(r) Disclosure. As
of the Closing Date, there is no known material fact or information relating to the business, condition (financial or otherwise),
affairs, operations or assets of Delta and/or its subsidiaries that has not been disclosed in writing to Nipton and/or the Stockholder
by Delta. No representation or warranty of Delta in this Agreement or any statement or document delivered in connection herewith
or therewith, contained or will contain any untrue statement of a material fact or fail to state any material fact necessary in
order to make the statements made, in light of the circumstances under which they were made, not misleading.


 


REPRESENTATIONS
AND WARRANTIES OF THE STOCKHOLDER AND NIPTON 


 


The
Stockholder and Nipton hereby make the following representations and warranties to Delta:


 


(s) Organization
and Qualification. Each of the Stockholder and Nipton is duly organized and validly existing under the laws of the States
of Wyoming and California, respectively with the corporate power and authority to own and operate its business as presently conducted,
except where the failure to be or have any of the foregoing would not have a Material Adverse Effect. Each of the Stockholder
and Nipton is duly qualified as a foreign corporation to do business in each jurisdiction where the character of its properties
owned or held under lease or the nature of its activities makes such qualification necessary, except for such failures to be so
qualified as would not have a Material Adverse Effect.


 


(t) Authorization;
Validity and Effect of Agreement. Each of the Stockholder and Nipton has the requisite corporate power and authority
to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This
Agreement has been duly and validly executed and delivered by each of the Stockholder and Nipton and, assuming that it has been
duly authorized, executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of each
of the Stockholder and Nipton, in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, and other laws of general application affecting enforcement of creditors' rights generally.


 






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(u) No
Conflict. Neither the execution and delivery of this Agreement by the Stockholder and Nipton nor the performance by each
of the Stockholder and Nipton of its respective obligations hereunder, nor the consummation of the transactions contemplated by
this Agreement, will: (i) conflict with the Stockholder’s or Nipton’s organization or governing documents; (ii) violate
any statute, law, ordinance, rule or regulation, applicable to the Stockholder or Nipton or any of their respective properties
or assets; or (iii) violate, breach, be in conflict with or constitute a default (or an event which, with notice or lapse of time
or both, would constitute a default) under, or permit the termination of any provision of, or result in the termination of, the
acceleration of the maturity of, or the acceleration of the performance of any obligation of the Stockholder or Nipton, or result
in the creation or imposition of any Lien upon any properties, assets or business of any of the Stockholder or Nipton under, any
Material Contract or any order, judgment or decree to which the Stockholder or Nipton is a party or by which either or any of
their assets or Properties is bound or encumbered except, in the case of clauses (ii) or (iii), for such violations, breaches,
conflicts, defaults or other occurrences which, individually or in the aggregate, would not have a Material Adverse Effect on
its obligation to perform its covenants under this Agreement.


 


(v) Required
Filings and Consents. The execution and delivery of this Agreement by each of the Stockholder and Nipton does not, and
the performance of this Agreement by each of such Parties, will not require any consent, approval, authorization or permit of,
or filing with or notification to, any Governmental Authority, with respect to the Stockholder or Nipton, except: (i) compliance
with applicable requirements of the Securities Act, the Exchange Act, and Blue Sky Laws; and (ii) where the failure to obtain
such consents, approvals, authorizations or permits, or to make such filings or notifications would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect on either of the Stockholder or Nipton, or materially delay
consummation of the transactions contemplated by this Agreement or otherwise prevent the parties hereto from performing their
obligations under this Agreement.


 


(w) Capitalization. All
Nipton’s shares outstanding as of the date of this Agreement have been duly authorized and validly issued, are fully paid
and non-assessable, and are free of pre-emptive rights.


 


(x) Financial
Statements. Nipton will furnish to Delta true and complete copies its balance sheet (unaudited) as of December 31, 2017,
and the related statements of operations (unaudited) for the period from its acquisition date of September 12, 2017 to December
31, 2017 (all of such financial statements of Nipton, collectively, are referred to as the “Nipton Financial Statements”).
The Nipton Financial Statements (including the notes thereto) present fairly in all material respects the financial position and
results of operations and cash flows of Nipton at the date or for the periods set forth therein, in each case in accordance with
GAAP applied on a consistent basis throughout the periods involved (except as otherwise indicated therein). The Nipton Financial
Statements have been prepared from and in accordance with the books and records of Nipton.


 


(y) No
Undisclosed Liabilities. Except as disclosed in Nipton Financial Statements, Nipton has no material liabilities, indebtedness
or obligations, except those that have been incurred in the ordinary course of business, whether absolute, accrued, contingent
or otherwise, and whether due or to become due, and to the Knowledge of each of the Stockholder and Nipton, there is no existing
condition, situation or set of circumstances that could reasonably be expected to result in such a liability, indebtedness or
obligation.


 






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(z) Properties
and Assets. Nipton has good and marketable title to, valid leasehold interests in, or the legal right to use, all of
the assets, properties and leasehold interests reflected in the most recent Nipton Financial Statements, except for those sold
or otherwise disposed of since the date of such Nipton Financial Statements in the ordinary course of business consistent with
past practice. Material agreements to which Nipton is a party are listed on Schedule 4.08 hereto. Nipton has, or will have at
Closing, good and marketable title to each and every one of the Nipton Properties.


 


(aa)Litigation. There
is no Action pending or threatened against either of the Stockholder or Nipton that, individually or in the aggregate, directly
or indirectly, would be reasonably likely to have a Material Adverse Effect, nor is there any outstanding judgment, decree or
injunction, in each case against either of the Stockholder or Nipton, that, individually or in the aggregate, has or would be
reasonably likely to have a Material Adverse Effect.


 


(bb)Taxes. Nipton
has timely filed (or has had timely filed on its behalf) with the appropriate tax authorities all tax returns required to be filed
by it or on behalf of it, and each such tax return was complete and accurate in all material respects, and Nipton has timely paid
(or has had paid on its behalf) all material Taxes due and owing by it, regardless of whether required to be shown or reported
on a tax return, including Taxes required to be withheld by it. There are no material Liens for Taxes upon the assets of Nipton.


 


(cc)Compliance. To
the Stockholder’s and Nipton’s Knowledge, Nipton is in compliance with all federal, state and local laws and regulations
of any Governmental Authority applicable to its operations or with respect to which compliance is a condition of engaging in the
business thereof, except to the extent that failure to comply would not, individually or in the aggregate, have a Material Adverse
Effect. Nipton has not received any notice asserting a failure, or possible failure, to comply with any such law or regulation,
the subject of which notice has not been resolved as required thereby or otherwise to the satisfaction of the Party sending the
notice, except for such failure as would not, individually or in the aggregate, have a Material Adverse Effect. To the Stockholder’s
and Nipton’s Knowledge, Nipton holds all permits, licenses and franchises from Governmental Authorities required to conduct
its business as it is now being conducted, except for such failures to have such permits, licenses and franchises that would not,
individually or in the aggregate, have a Material Adverse Effect.


 


(dd)Absence
of Certain Changes. Since the date of the most recent Nipton Financial Statements:


 


		i.	there
                                         has been no change or development in, or effect on, Nipton that has or could reasonably
                                         be expected to have a Material Adverse Effect,



 


		ii.	Nipton
                                         has not sold, transferred, disposed of, or agreed to sell, transfer or dispose of, any
                                         material amount of its assets other than in the ordinary course of business,



 


		iii.	Nipton
                                         has not paid any dividends or distributed any of its assets to any of its Stockholder,



 


		iv.	Nipton
                                         has not acquired any material amount of assets except in the ordinary course of business,
                                         nor acquired or merged with any other business,



 


		v.	Nipton
                                         has not waived or amended any of its respective material contractual rights except in
                                         the ordinary course of business, and



 


		vi.	Nipton
                                         has not entered into any agreement to take any action described in clauses (a) through
                                         (e) above.



 






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(ee)Principals
of Nipton. During the past five years, no officer or director of Nipton has been:


 


		i.	the
                                         subject of any bankruptcy petition filed by or against any business of which such person
                                         was a general partner or executive officer either at the time of the bankruptcy or within
                                         two years prior to that time;



 


		ii.	the
                                         subject of any conviction in a criminal proceeding or being subject to a pending criminal
                                         proceeding (excluding traffic violations and other minor offences);



 


		iii.	the
                                         subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated,
                                         of any court of competent jurisdiction, or temporarily enjoining, barring, suspending
                                         or otherwise limiting his involvement in any type of business, securities or banking
                                         activities; or



 


		iv.	found
                                         by a court of competent jurisdiction (in a civil action) to have violated a federal or
                                         state securities or commodities law, and the judgment has not been reversed, suspended,
                                         or vacated.



 


REPRESENTATIONS
AND WARRANTIES OF THE STOCKHOLDER 


 


(ff)Representations
and Warranties of Stockholder. The Stockholder hereby makes the following representations and warranties to Delta:


 


		i.	The
                                         Stockholder has good and marketable title to the Nipton Properties and the Nipton Properties
                                         as shown on the survey of the township of Nipton delivered to Delta, and the Nipton Properties
                                         possess all licenses, permits and governmental approvals necessary for the operation
                                         of the Nipton Properties.



 


		ii.	The
                                         Stockholder has entered into an agreement with Nipton to transfer the Nipton Properties
                                         to Nipton for the purchase price of US$1.00 or a nominal purchase price. The transfer
                                         of the Nipton Properties to Nipton is in process and will be finalized no later than
                                         the day prior to Closing.



 


		iii.	No
                                         litigation affecting the Nipton Properties is pending or currently threatened.



 


		iv.	There
                                         are no unsatisfied lien rights concerning the Nipton Properties, and the Stockholder
                                         is not aware of any condemnation proceedings affecting the Nipton Properties.



 


		v.	The
                                         Nipton Properties are not in violation of any zoning, land use, environmental, public
                                         health or safety laws.



 


		vi.	The
                                         Survey of the Nipton Properties attached as Schedule 5.01(A) and the Description of the
                                         Properties attached as Schedule 5.01(B) hereto is accurate in all material respects.



 


(gg)Principals
of the Stockholder.


 


		i.	During
                                         the past five years, no officer or director of Nipton has been:



 


		1.	the
                                         subject of any bankruptcy petition filed by or against any business of which such person
                                         was a general partner or executive officer either at the time of the bankruptcy or within
                                         two years prior to that time;



 


		2.	the
                                         subject of any conviction in a criminal proceeding or being subject to a pending criminal
                                         proceeding (excluding traffic violations and other minor offences);



 


		3.	the
                                         subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated,
                                         of any court of competent jurisdiction, or temporarily enjoining, barring, suspending
                                         or otherwise limiting his involvement in any type of business, securities or banking
                                         activities; or



 


		4.	found
                                         by a court of competent jurisdiction (in a civil action) to have violated a federal or
                                         state securities or commodities law, and the judgment has not been reversed, suspended,
                                         or vacated.



 






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CERTAIN
COVENANTS 


 


(hh)Conduct
of Businesses by Parties.  Delta, the Stockholder and Nipton agree that, between the date of this Agreement and the Closing
Date, except as contemplated by any other provision of this Agreement, or unless the other Party shall otherwise consent in writing:


 


		i.	The
                                         businesses of Delta and Nipton shall be conducted only in, and such parties shall not
                                         take any action except in, the ordinary course of business and in a manner consistent
                                         with past practice; and Delta shall not issue, as a new issue, any shares of Delta Common
                                         Stock, except with the prior written consent of the Stockholder.



 


		ii.	Delta
                                         and Nipton shall use their reasonable best efforts to preserve substantially intact their
                                         respective business organizations, to keep available the services of their current officers,
                                         employees and consultants and to preserve the current relationships of Delta and Nipton
                                         with customers, suppliers and other persons with which Delta or Nipton, as the case may
                                         be, has significant business relations.



 


(ii) Access
to Information. At all times prior to the Closing or the earlier termination of this Agreement in accordance with the
provisions of Section 9, and in each case subject to Section 6.03 below, each Party hereto shall provide to the other Party (and
the other Party's authorized representatives) reasonable access during normal business hours and upon reasonable prior notice
to the premises, properties, books, records, assets, liabilities, operations, contracts, personnel, financial information and
other data and information of or relating to such Party (including without limitation all written proprietary and trade secret
information and documents, and other written information and documents relating to intellectual property rights and matters),
and will cooperate with the other Party in conducting its due diligence investigation of such Party, provided that the Party granted
such access shall not interfere unreasonably with the operation of the business conducted by the Party granting access, and provided
that no such access need be granted to privileged information or any agreements or documents subject to confidentiality agreements.


 


(jj)Confidentiality. Each
Party shall hold, and shall cause its respective Affiliates and representatives to hold, all Confidential Information made available
to it in connection with the transactions contemplated by this Agreement in strict confidence, shall not use such information
except for the sole purpose of evaluating the transactions contemplated by this Agreement and shall not disseminate or disclose
any of such information other than to its directors, officers, managers, employees, shareholders, interest holders, Affiliates,
agents and representatives, as applicable, who need to know such information for the sole purpose of evaluating the transactions
contemplated by this Agreement (each of whom shall be informed in writing by the disclosing Party of the confidential nature of
such information and directed by such Party in writing to treat such information confidentially). The above limitations on use,
dissemination and disclosure shall not apply to Confidential Information that (i) is learned by the disclosing Party from a third
party entitled to disclose it; (ii) becomes known publicly other than through the disclosing Party or any third party who received
the same from the disclosing Party, provided that the disclosing Party had no Knowledge that the disclosing Party was subject
to an obligation of confidentiality; (iii) is required by law or court order to be disclosed by the parties; or (iv) is disclosed
with the express prior written consent thereto of the other Party. The Parties shall undertake all necessary steps to ensure that
the secrecy and confidentiality of such information will be maintained. In the event a Party is required by court order or subpoena
to disclose information which is otherwise deemed to be confidential or subject to the confidentiality obligations hereunder,
prior to such disclosure, the disclosing Party shall: (i) promptly notify the non-disclosing Party and, if having received a court
order or subpoena, deliver a copy of the same to the non-disclosing Party; (ii) cooperate with the non-disclosing Party, at the
expense of the non-disclosing Party, in obtaining a protective or similar order with respect to such information; and (iii) provide
only that amount of information as the disclosing Party is advised by its counsel is necessary to strictly comply with such court
order or subpoena.


 






    Page 9 of 19


    


    

 


(kk)Further
Assurances. Each of the Parties hereto agrees to use its best efforts before and after the Closing Date to take or cause
to be taken all action, to do or cause to be done, and to assist and cooperate with the other Party hereto in doing, all things
necessary, proper or advisable under applicable laws to consummate and make effective, in the most expeditious manner practicable,
the transactions contemplated by this Agreement, including, but not limited to: (i) satisfying the conditions precedent to the
obligations of any of the parties hereto; (ii) obtaining all waivers, consents and approvals from other parties necessary for
the consummation of the transactions contemplated by this Agreement, (iii) making all filings with, and obtain all consents, approvals
and authorizations that are required to be obtained from, Governmental Authorities, (iv) defending of any lawsuits or other legal
proceedings, whether judicial or administrative, challenging this Agreement or the performance of the obligations hereunder; and
(v) executing and delivering such instruments, and taking such other actions, as the other Party hereto may reasonably require
in order to carry out the intent of this Agreement.


 


(ll)Public
Announcements. Delta and the Stockholder shall consult with each other before issuing any press release or otherwise
making any public statements with respect to the transactions contemplated by this Agreement or this Agreement, and shall not
issue any other press release or make any other public statement without prior consent of the other parties, except as may be
required by law or, with respect to Delta, by obligations pursuant to rule or regulation of the Exchange Act, the Securities Act,
any rule or regulation promulgated thereunder or any rule or regulation of the Financial Industry Regulatory Authority.


 


(mm)Notification
of Certain Matters. Each Party hereto shall promptly notify the other Party in writing of any events, facts or occurrences
that would result in any breach of any representation or warranty or breach of any covenant by such Party contained in this Agreement.


 


(nn)Prohibition
on Trading in Delta Securities. All Parties acknowledge that information concerning the matters that are the subject
matter of this Agreement may constitute material non-public information under United States federal securities laws, and that
United States federal securities laws prohibit any person who has received material non-public information relating to Delta from
purchasing or selling securities of Delta, or from communicating such information to any person under circumstances in which it
is reasonably foreseeable that such person is likely to purchase or sell securities of Delta. Accordingly, until such time as
any such non-public information has been adequately disseminated to the public, the Parties to this Agreement shall not purchase
or sell any securities of Delta.


 


(oo) Delta
Management Changes.  As of the Closing Date, the management changes set forth in Schedule 6.08 shall be effective for
Delta Board of Directors and executive officers.


 


(pp)Outstanding
Delta Warrants and Options.  There are a total of 2,960,996 Outstanding Warrants to purchase Delta Common Stock listed
on Schedule 6.09. Those warrants will survive the transactions contemplated by this Agreement.


 


(qq)Retention
of Delta CEO as Consultant.  The CEO of Delta, Santiago Peralta, shall be retained as a consultant to Delta for a period
of one year following the Closing Date, for $60,000 for the year, payable at the rate of $5,000 per month, and renewable for six
additional months by mutual agreement of Mr. Peralta and Delta. Mr. Peralta’s duties shall include assistance with the transition
in the management of Delta, advice with respect to the management and disposal of Delta’s oil and gas assets, and such other
duties as shall reasonably be assigned by the Board of Directors of Delta.


 






    Page 10 of 19


    


    

 


(rr)Maintenance
of Listing.  Delta shall maintain the OTCQB listing for the Delta Common Stock through the Closing Date and thereafter.


 


(ss)Disposal
of Delta Oil and Gas Assets and Liabilities.  Prior to the Closing Date, the following oil and gas assets shall be assigned
to or assumed by, as the case may be, Delta’s 100%-owned subsidiary Neptune Industries, LLC:


 


		i.	$250,000
                                         Note Receivable to Second Chance Oil, LLC (“SCO”) and the 3.5% ownership
                                         in SCO.



 


		ii.	$50,000
                                         Note Receivable to Landmaster Partners, Inc and the 3.75% Carried Interest in the first
                                         two wells of the Kieke Lease.



 


		iii.	Assumption
                                         of $500,000 Liability to High Luck Group and all benefits and obligations of the Assets
                                         Purchase Agreement with High Luck Group.



 


		iv.	Assumption
                                         of payments and liabilities to Mr. Alberto Mac Mullen and Mr. Enrique Vidal.



 


		v.	70%
                                         NRI in KEC Lease in Polk County with all of its benefits, obligations, and liabilities.



 


		vi.	1,343,750
                                         shares of MHD Technology Corporation.



 


Within
ten (10) days of the Closing Date, the Board of Directors of Delta shall effectuate the sale through a management buyout by former
management of Neptune Industries, LLC with all of its assets and liabilities for the consideration of the cancellation of such
former management’s warrants and the assumption of all the liabilities related to oil and gas operations.


 


(tt)Management
Agreement for Nipton with American Green Inc.  In accordance with Section 6.01 (b) above, Delta agrees to American Green
Inc. managing the operations of Nipton. The Management Agreement is attached at Schedule 7 that provides for a 5 year term with
an option to renew for an additional 5 years. The fee will be calculated as a 20% participation in the operating income of Nipton
payable quarterly within forty-five (45) days following the close of cach calendar quarter.


 


CONDITIONS
TO CONSUMMATION OF THE EXCHANGE


 


(uu)Conditions
to Obligations of Nipton and the Stockholder.


 


The
obligations of Nipton and the Stockholder to consummate the transactions contemplated by this Agreement shall be subject to the
fulfillment, or written waiver by Nipton or the Stockholder, at or prior to the Closing, of each of the following conditions:


 


		i.	Delta
                                         shall have made the payments and delivered to Nipton each of the documents or instruments
                                         required by Section 2.02(a) of this Agreement;



 


		ii.	The
                                         representations and warranties of Delta set out in this Agreement shall be true and correct
                                         in all material respects at and as of the time of the Closing as though such representations
                                         and warranties were made at and as of such time;



 


		iii.	Delta
                                         shall have performed and complied in all material respects with all covenants, conditions,
                                         obligations and agreements required by this Agreement to be performed or complied with
                                         by such parties on or prior to the Closing Date;



 


		iv.	All
                                         consents, approvals, permits, authorizations and orders required to be obtained from,
                                         and all registrations, filings and notices required to be made with or given to, any
                                         Governmental Authority or Person as provided herein shall have been obtained;



 


		v.	The
                                         Stockholder shall have completed a due diligence review of the business, operations,
                                         financial condition and prospects of Delta and shall have been satisfied with the results
                                         of its due diligence review in its sole and absolute discretion;



 






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		vi.	Delta
                                         shall have entered into the consulting agreement with Santiago Peralta as provided in
                                         Section 6.10;



 


		vii.	Delta
                                         shall have sold to former management, 100% of Neptune Industries, LLC as provided in
                                         Section 6.12;



 


		viii.	Delta
                                         shall amend its bylaws by adding the clause(s) in Exhibt “B” to its bylaws;
                                         and



 


		ix.	(h)
                                         There has been no Material Adverse Effect on the business, condition or prospects of
                                         Delta until the Closing Date.



 


(vv)Conditions
to Obligations of Delta. The obligations of Delta to consummate the transactions contemplated by this Agreement shall
be subject to the fulfillment, or written waiver by Delta, at or prior to the Closing of each of the following conditions:


 


		i.	The
                                         Stockholder and Nipton shall have delivered to Delta each of the documents or instruments
                                         required by Section 2.02(b) of this Agreement;



 


		ii.	The
                                         representations and warranties of the Stockholder and Nipton set out in this Agreement
                                         shall be true and correct in all material respects at and as of the time of the Closing
                                         as though such representations and warranties were made at and as of such time;



 


		iii.	The
                                         Stockholder and Nipton shall have performed and complied in all material respects with
                                         all covenants, conditions, obligations and agreements required by this Agreement to be
                                         performed or complied with by them on or prior to the Closing Date;



 


		iv.	All
                                         consents, approvals, permits, authorizations and orders required to be obtained from,
                                         and all registrations, filings and notices required to be made with or given to, any
                                         Governmental Authority or Person as provided herein shall have been obtained;



 


		v.	Delta
                                         shall have completed a due diligence review of the business, operations, financial condition
                                         and prospects of Nipton and shall have been satisfied with the results of its due diligence
                                         review in its sole and absolute discretion;



 


		vi.	Nipton
                                         shall have ownership of, clean title to, and title insurance for the Nipton Properties;



 


		vii.	There
                                         has been no Material Adverse Effect on the business, condition or prospects of Nipton
                                         until the Closing Date; and



 


		viii.	Delta,
                                         at its option, shall have received such opinions from Nipton’ attorneys and auditors
                                         as may be reasonably required by Delta and its counsel.



 


INDEMNIFICATION



 


(ww)Indemnification
by Delta.  Notwithstanding any other indemnification provision hereunder, Delta (the “Indemnifying Party”)
shall indemnify and hold harmless the Stockholder and Nipton and their respective officers, directors and employees and the Stockholder
(each an “Indemnified Party”), from and against any and all demands, claims, actions or causes of action, judgments,
assessments, losses, liabilities, damages or penalties and reasonable attorneys' fees and related disbursements (collectively,
“Claims”) suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any
of the representations or warranties made by the Indemnifying Party at the time they were made, and, except for representations
and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and
as of the Closing Date, (ii) any breach or nonfulfillment of any covenants or agreements made by the Indemnifying Party, (iii)
any misrepresentation made by the Indemnifying Party, in each case as made herein or in the Schedules or Exhibits annexed hereto
or in any closing certificate, schedule or any ancillary certificates or other documents or instruments furnished by the Indemnifying
Party pursuant hereto or in connection with the transactions contemplated by this Agreement, and (v) the operations and liabilities
of Delta and/or any of its subsidiaries, whether known or unknown, arising out of any action, omission and/or period of time preceding
the Closing Date, including but not limited to any taxes levied with respect to same.


 






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(xx) Indemnification
by the Stockholder and Nipton.  Notwithstanding any other indemnification provision hereunder, each of the Stockholder
and Nipton, jointly and severally (each, the “Indemnifying Party”) shall, severally and jointly, indemnify and hold
harmless Delta, its officers, directors, attorneys, accountants and employees (each an “Indemnified Party”), from
and against any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities, damages or
penalties and reasonable attorneys' fees and related disbursements (collectively, “Claims”) suffered by such Indemnified
Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by the
Indemnifying Party at the time they were made, and, except for representations and warranties that speak as of a specific date
or time (which need only be true and correct as of such date or time), on and as of the Closing Date, (ii) any breach or nonfulfillment
of any covenants or agreements made by the Indemnifying Party, or (iii) any misrepresentation made by the Indemnifying Party,
in each case as made herein or in the Schedules or Exhibits annexed hereto or in any closing certificate, schedule or any ancillary
certificates or other documents or instruments furnished by the Indemnifying Party pursuant hereto or in connection with the transactions
contemplated by this Agreement.


 


(yy)Indemnification
Procedures.


 


		i.	Upon
                                         obtaining knowledge of any Claim by a third party which has given rise to, or is expected
                                         to give rise to, a claim for indemnification hereunder, the Indemnified Party shall give
                                         written notice (“Notice of Claim”) of such claim or demand to the Indemnifying
                                         Party, specifying in reasonable detail such information as the Indemnified Party may
                                         have with respect to such indemnification claim (including copies of any summons, complaint
                                         or other pleading which may have been served on it and any written claim, demand, invoice,
                                         billing or other document evidencing or asserting the same). No failure or delay by the
                                         Indemnified Party in the performance of the foregoing shall reduce or otherwise affect
                                         the obligation of the Indemnifying Party to indemnify and hold the Indemnified Party
                                         harmless, except to the extent that such failure or delay shall have actually adversely
                                         affected the Indemnifying Party's ability to defend against, settle or satisfy any Claims
                                         for which the Indemnified Party entitled to indemnification hereunder.



 


		ii.	If
                                         the claim or demand set forth in the Notice of Claim given by an Indemnified Party pursuant
                                         to Section 8.01 hereof is a claim or demand asserted by a third party, the Indemnifying
                                         Party shall have fifteen (15) days after the date on which Notice of Claim is given to
                                         notify Indemnified Party in writing of their election to defend such third party claim
                                         or demand on behalf of the Indemnified Party. If the Indemnifying Party elects to defend
                                         such third party claim or demand, Indemnified Party shall make available to the Indemnifying
                                         Party and its agents and representatives all records and other materials that are reasonably
                                         required in the defense of such third party claim or demand and shall otherwise cooperate
                                         with, and assist the Indemnifying Party in the defense of, such third party claim or
                                         demand. So long as the Indemnifying Party is defending such third party claim in good
                                         faith, the Indemnified Party shall not pay, settle or compromise such third party claim
                                         or demand. If the Indemnifying Party elects to defend such third party claim or demand,
                                         the Indemnified Party shall have the right to participate in the defense of such third
                                         party claim or demand, at such Indemnified Party's own expense. In the event, however,
                                         that such Indemnified Party reasonably determines that representation by counsel to the
                                         Indemnifying Party of both the Indemnifying Party and such Indemnified Party could reasonably
                                         be expected to present counsel with a conflict of interest, then the Indemnified Party
                                         may employ separate counsel to represent or defend it in any such action or proceeding
                                         and the Indemnifying Party will pay the fees and expenses of such counsel. If the Indemnifying
                                         Party does not elect to defend such third party claim or demand or does not defend such
                                         third party claim or demand in good faith, the Indemnified Party shall have the right,
                                         in addition to any other right or remedy it may have hereunder, at the Indemnifying Party's
                                         expense, to defend such third party claim or demand; provided, however, that (i) such
                                         Indemnified Party shall not have any obligation to participate in the defense of, or
                                         defend, any such third party claim or demand; (ii) such Indemnified Party's defense of
                                         or its participation in the defense of any such third party claim or demand shall not
                                         in any way diminish or lessen the obligations of the Indemnifying Party under the agreements
                                         of indemnification set forth in this Section 8; and (iii) such Indemnified Party may
                                         not settle any claim without the consent of the Indemnifying Party, which consent shall
                                         not be unreasonably withheld or delayed.



 






    Page 13 of 19


    


    

 


		iii.	The
                                         Indemnifying Party and the other Indemnified Parties, if any, shall cooperate fully in
                                         all aspects of any investigation, defense, pre-trial in respect of which indemnity is
                                         sought pursuant to this Section 8, including, but not limited to, by providing the other
                                         party with reasonable access to employees and officers (including as witnesses) and other
                                         information.



 


		iv.	Except
                                         for third party claims being defended in good faith, the Indemnifying Party shall satisfy
                                         its obligations under this Section 8 in respect of a valid claim for indemnification
                                         hereunder that is not contested by the Indemnifying Party in good faith in cash within
                                         thirty (30) days after the date on which Notice of Claim is given.



 


(zz)Indemnification
Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against
the Indemnifying Party under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly
deliver notice of such claim to the Indemnifying Party in writing and in reasonable detail. The failure by any Indemnified Party
to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified
Party, except to the extent that the Indemnifying Party has been actually prejudiced by such failure. If the Indemnifying Party
does not notify the Indemnified Party within fifteen (15) Business Days following its receipt of such notice that the Indemnifying
Party disputes such claim, such claim specified by the Indemnifying Party in such notice shall be conclusively deemed a liability
of the Indemnifying Party under this Section 8 and the Indemnifying Party shall pay the amount of such liability to the Indemnified
Party on demand, or in the case of any notice in which the amount of the claim is estimated, on such later date when the amount
of such claim is finally determined. If the Indemnifying Party disputes its liability with respect to such claim in a timely manner,
Nipton and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through
negotiations, such dispute shall be resolved pursuant to Section 10.11.


 


(aaa)Limitations
on Indemnification. No claim for indemnification under this Section 8 shall be asserted by, and no liability for such
indemnify shall be enforced against, the Indemnifying Party to the extent the Indemnified Party has theretofore received indemnification
or otherwise been compensated for such Claim. In the event that an Indemnified Party shall later collect any such amounts recovered
under insurance policies with respect to any Claim for which it has previously received payments under this Section 8 from the
Indemnifying Party, such Indemnified Party shall promptly repay to the Indemnifying Party such amount recovered.


 






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TERMINATION


 


(bbb)Termination. This
Agreement may be terminated at any time prior to the Closing:


 


		i.	by
                                         mutual consent of Delta and the Stockholder;



 


		ii.	by
                                         the Stockholder, if the Closing shall not have occurred on or before February 20, 2018,
                                         or if any of the conditions to the Closing set forth in Section 10.01 shall have become
                                         incapable of fulfillment by February 20, 2018 and shall not have been waived in writing
                                         by the Stockholder; provided, however, that the right to terminate this Agreement under
                                         this Section 9.01(b) shall not be available to the Stockholder if their action or failure
                                         to act has been a principal cause of or resulted in the failure of the Closing to occur
                                         on or before such date and such action or failure to act constitutes a breach of this
                                         Agreement;



 


		iii.	by
                                         Delta, if the Closing shall not have occurred on or before February 15, 2018, or if any
                                         of the conditions to the Closing set forth in Section 7.02 shall have become incapable
                                         of fulfillment by February 20, 2018 and shall not have been waived in writing by Delta;
                                         provided, however, that the right to terminate this Agreement under this Section 9.01(c)
                                         shall not be available to Delta if its action or failure to act has been a principal
                                         cause of or resulted in the failure of the Closing to occur on or before such date and
                                         such action or failure to act constitutes a breach of this Agreement; or



 


		iv.	by
                                         Delta or the Stockholder if any Governmental or judicial Authority shall have issued
                                         an injunction, order, decree or ruling or taken any other action restraining, enjoining
                                         or otherwise prohibiting any material portion of the transactions contemplated by this
                                         Agreement and such injunction, order, decree, ruling or other action shall have become
                                         final and nonappealable.



 


(ccc)Procedure
and Effect of Termination. In the event of termination of this Agreement pursuant to Section 9.01 hereof, written notice
thereof shall forthwith be given by the terminating Party to the other Party, and, except as set forth below, this Agreement shall
terminate and be void and have no effect and this Agreement shall be abandoned without any further action by the parties hereto;
provided that, if such termination shall result from the failure of or agreement in this of any representation a Party to perform
a covenant, obligation Agreement or from the breach by Delta, or the Stockholder or warranty contained herein, such Party shall
be fully liable for any and all damages incurred or suffered by the other Party as a result of such failure or breach. The provisions
of Section 9.02 and of Section 8 and Section 10 shall survive the termination of this Agreement for any reason whatsoever.


 


MISCELLANEOUS


 


(ddd)Entire
Agreement. This Agreement and the Schedules and Exhibits hereto contain the entire agreement between the parties and
supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter
hereof.


 


(eee)Amendment
and Modifications. This Agreement may not be amended, modified or supplemented except by an instrument or instruments
in writing signed by the Party against whom enforcement of any such amendment, modification or supplement is sought.


 


(fff)Extensions
and Waivers. At any time prior to the Closing, the parties hereto entitled to the benefits of a term or provision may
(a) extend the time for the performance of any of the obligations or other acts of the parties hereto, (b) waive any inaccuracies
in the representations and warranties contained herein or in any document, certificate or writing delivered pursuant hereto, or
(c) waive compliance with any obligation, covenant, agreement or condition contained herein. Any agreement on the part of a Party
to any such extension or waiver shall be valid only if set forth in an instrument or instruments in writing signed by the Party
against whom enforcement of any such extension or waiver is sought. No failure or delay on the part of any Party hereto in the
exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any
representation, warranty, covenant or agreement.


 






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(ggg)Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, provided, however, that no Party hereto may assign its rights or delegate its obligations under this Agreement
without the express prior written consent of the other Party hereto. Except as provided in Section 8, nothing in this Agreement
is intended to confer upon any person not a party hereto (and their successors and assigns) any rights, remedies, obligations
or liabilities under or by reason of this Agreement.


 


(hhh)Survival
of Representations, Warranties and Covenants.  The representations and warranties contained herein shall survive the
Closing and shall terminate June 30, 2018. All covenants and agreements contained herein which by their terms contemplate actions
following the Closing shall survive the Closing and remain in full force and effect in accordance with their terms.


 


(iii) Headings;
Definitions. The Section headings contained in this Agreement are inserted for convenience of reference only and will
not affect the meaning or interpretation of this Agreement. All references to Sections contained herein mean Sections of this
Agreement unless otherwise stated. All capitalized terms defined herein are equally applicable to both the singular and plural
forms of such terms.


 


(jjj)Severability. If
any provision of this Agreement or the application thereof to any Person or circumstance is held to be invalid or unenforceable
to any extent, the remainder of this Agreement shall remain in full force and effect and shall be reformed to render the Agreement
valid and enforceable while reflecting to the greatest extent permissible the intent of the parties.


 


(kkk)Specific
Performance. The parties hereto agree that in the event that any Party fails to consummate this Agreement in accordance
with the terms of this Agreement, irreparable damage would occur, no adequate remedy at law would exist and damages would be difficult
to determine. It is accordingly agreed that the parties shall be entitled to specific performance in such event, without the necessity
of proving the inadequacy of money damages as a remedy, in addition to any other remedy at law or in equity.


 


(lll)Notices. All
notices hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered personally, sent by documented
overnight delivery service or, to the extent receipt is confirmed, telecopy, telefax, email or other electronic transmission service
to the appropriate address or number as set forth below (or any other address duly notified by a Party hereto pursuant to the
provisions of this Section 10.09).


 


If
to Delta:


Delta
International Oil & Gas Inc.


9615
E. County Line Rd, STE B552,


Centennial
CO 80112


Attn:
Chief Executive Officer


Facsimile:


Phone:
(720) 573-0102


 


If
to Nipton:


 


Attn:
David G. Gwyther


Email:


Facsimile:


Phone:


 


If
to the Stockholder:


 


American
Green, Inc.;


Attn:
David G. Gwyther


Email:


Facsimile:


Phone:


 






    Page 16 of 19


    


    

 


(mmm)Section
10.10 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California,
without regard to the conflicts of laws principles.


 


(nnn)Consent
to Jurisdiction. The parties shall in good faith attempt to resolve all disputes arising under this Agreement or by reason
of the transactions contemplated by this Agreement by discussion or mediation resulting in mutual agreement as to the manner of
resolution of the particular dispute. Failing such resolution, the Federal courts of competent jurisdiction in the State of California
shall have sole jurisdiction to resolve any disputes arising under this Agreement or by reason of the transactions contemplated
by this Agreement. Any action, suit or other legal proceeding which is commenced to resolve any matter arising under or relating
to any provision of this Agreement shall be commenced only in a federal court of competent jurisdiction the State of California
and the parties hereto each consents to the jurisdiction of such a court.


 


(ooo) Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together
shall constitute one and the same agreement.


 


(ppp)Certain
Definitions. As used herein:


 


		i.	“Affiliate”
                                         shall have the meanings ascribed to such term in Rule 12b-2 of the Exchange Act;



 


		ii.	“Business
                                         Day” shall mean any day other than a Saturday, Sunday or a day on which federally
                                         chartered financial institutions are not open for business.



 


		iii.	“Confidential
                                         Information” shall mean the existence and contents of this Agreement and the Schedules
                                         and Exhibits hereto, and all proprietary technical, economic, environmental, operational,
                                         financial and/or business information or material of one Party which, prior to or following
                                         the Closing Date, has been disclosed by Nipton, on the one hand, or Delta, on the other
                                         hand, in written, oral (including by recording), electronic, or visual form to, or otherwise
                                         has come into the possession of, the other;



 


		iv.	“Contract”
                                         shall mean any oral, written or implied contracts, agreements, licenses, instruments,
                                         indentures leases, powers of attorney, guaranties, surety arrangements or other commitments
                                         of any kind;



 


		v.	“Exchange
                                         Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules
                                         and regulations promulgated thereunder;



 


		vi.	“GAAP”
                                         shall mean generally accepted accounting principles in the United States as in effect
                                         on the date or for the period with respect to which such principles are applied;



 


		vii.	“Governmental
                                         Authority” shall mean any nation or government, any state, municipality or other
                                         political subdivision thereof and any entity, body, agency, commission or court, whether
                                         domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory
                                         or administrative functions of or pertaining to government and any executive official
                                         thereof;



 


		viii.	“Knowledge”
                                         shall mean (i) with respect to an individual, knowledge of a particular fact or other
                                         matter, if such individual is aware of such fact or other matter, and (ii) with respect
                                         to a Person that is not an individual, knowledge of a particular fact or other matter
                                         if any individual who is serving, or who has at any time served, as a director, officer,
                                         partner, executor, or trustee of such Person (or in any similar capacity) has, or at
                                         any time had, knowledge of such fact or other matter;



 






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		ix.	“Lien”
                                         shall mean any security or other property interest or right, claim, lien, pledge, option,
                                         charge, security interest, contingent or conditional sale, or proxy, pre-emptive rights,
                                         first refusal rights, participation rights, or other title claim or retention agreement,
                                         interest or other right or claim of third parties, whether perfected or not perfected,
                                         voluntarily incurred or arising by operation of law, and including any agreement (other
                                         than this Agreement) to grant or submit to any of the foregoing in the future;



 


		x.	“Material
                                         Adverse Effect” shall mean any adverse effect on the business, condition (financial
                                         or otherwise) or results of operation of the applicable entity;



 


		xi.	“Material
                                         Contract” shall mean any Contract, other than automotive loans and equipment and
                                         furniture leases entered into in the ordinary course of business, the liabilities or
                                         commitments associated therewith exceed, in the case of Nipton, $50,000 individually
                                         or $100,000 in the aggregate;



 


		xii.	“Person”
                                         shall mean any individual, corporation, partnership, association, trust or other entity
                                         or organization, including a governmental or political subdivision or any agency or institution
                                         thereof;



 


		xiii.	“Delta
                                         SEC Documents” shall mean all reports filed by Delta with the SEC under the Exchange
                                         Act.



 


		xiv.	“SEC”
                                         shall mean the Securities and Exchange Commission;



 


		xv.	“Securities
                                         Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations
                                         promulgated thereunder; and



 


		xvi.	“Taxes”
                                         shall mean all taxes (whether U.S. federal, state, local or other non-U.S.) based upon
                                         or measured by income or gains from the sale of property and any other tax whatsoever,
                                         including, without limitation, gross receipts, profits, sales, levies, imposts, deductions,
                                         charges, rates, duties, use, occupation, value added, ad valorem, transfer, franchise,
                                         withholding, payroll and social security, employment, excise, stamp duty or property
                                         taxes, together with any interest, penalties, charges or fees imposed with respect thereto.



 


[BALANCE
OF PAGE LEFT INTENTIONALLY BLANK]





 






    Page 18 of 19


    


    

 


IN
WITNESS WHEREOF, each of the parties have caused this Agreement to be signed by their respective officers hereunto duly authorized,
all as of the date first written above.


 


	 	DELTA
    INTERNATIONAL OIL & GAS INC.
	 	 	 
	 	By:	/s/
    Santiago Peralta
	 	Name:	Santiago
    Peralta
	 	Title:	Interim
    Chief Executive Officer
	 	 	 
	 	AMERICAN
    GREEN, INC.
	 	 	 
	 	By:	/s/
    David Gwyther
	 	Name:	David
    George Gwyther
	 	Title:	Chairman
    & CEO
	 	 	 
	 	NIPTON,
    INC.
	 	 	 
	 	By:	/s/
    David Gwyther
	 	Name:	David
    George Gwyther
	 	Title:	Chairman
    & CEO





 






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SECURITIES EXCHANGE AGREEMENT


 


SCHEDULE
1.01


Consideration


 


	 	 	Value at Inception	 	 	Value Prior to Closing	 	 	Value After Closing	 
	Freeman – Lang Revocable Trust	 	$	2,630,000.00	 	 	$	2,513,437.38	 	 	$	2,513,437.38	 
	Provident Corporation	 	 	370,000.00	 	 	 	353,601.46	 	 	 	353,601.46	 
	American Green, Inc.	 	 	2,000,000.00	 	 	 	2,000,000.00	 	 	 	-	 
	American Green, Inc.	 	 	-	 	 	 	863,102.27	 	 	 	863,102.27	 
	Bank Account	 	 	-	 	 	 	1,300.00	 	 	 	1,300.00	 
	 	 	$	5,000,000.00	 	 	$	5,731,441.11	 	 	$	3,731,441.11	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Assumed Debt	 	$	3,731,441.11	 	 	 	 	 	 	 	 	 
	Series A Stock	 	$	4,000,000.00	 	 	 	 	 	 	 	 	 
	Total Consideration	 	$	7,731,441.11	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Goodwill Acquired by Delta	 	$	2,000,000.00	 	 	 	 	 	 	 	 	 






 






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SECURITIES EXCHANGE AGREEMENT


 


 


SCHEDULE
4.08


 


Nipton
Material Agreements





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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SECURITIES EXCHANGE AGREEMENT




 


 


SCHEDULE
6.08


 


Delta
Management Changes


 


	Name	 	Title	 	Action
	 	 	 	 	 
	Santiago Peralta	 	Director & CEO	 	Resignation from Board and as CEO
	 	 	 	 	 
	Scott Stoegbauer	 	 	 	Election as Interim President






 






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SECURITIES EXCHANGE AGREEMENT


 


 


SCHEDULE
5.01(A)


 


Nipton
Survey





 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



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SECURITIES EXCHANGE AGREEMENT


 


 


SCHEDULE
6.09


 


Delta
Options and Warrants to Survive the Transaction


 


	Holder	 	Number
    of Warrants	 	 	Strike
    Price	 	 	Expiration
    Date
	Malcolm
    Sherman	 	 	632,962	 	 	$	0.20	 	 	10/31/2018
	William
    Forkner	 	 	100,000
 20,000
 38,583
	 	 	$

    $

    $	0.07
 0.07
 0.07
	 	 	05/30/2022
                                         08/11/2022
 09/22/2022

	Jay
    Wright	 	 	100,000
 20,000
 38,583
	 	 	$

    $

    $	0.07
 0.07
 0.07
	 	 	05/30/2022
                                         08/11/2022
 09/22/2022

	Phillips
    Smith	 	 	1,000,000	 	 	$	0.20	 	 	04/31/2018
	Alberto
    Mac Mullen	 	 	200,000	 	 	$	0.20	 	 	10/31/2018
	Michael
    Paige	 	 	200,000	 	 	$	0.20	 	 	10/31/2018
	Kristen
    Magnuson	 	 	100,000	 	 	$	0.20	 	 	10/31/2018
	Zeleznak
    Trust	 	 	200,000	 	 	$	0.35	 	 	12/14/2018
	Trazik
    Management	 	 	260,868	 	 	$	0.42	 	 	10/18/2018
	James
    Eger	 	 	50,000	 	 	$	0.20	 	 	06/20/2018
	TOTAL	 	 	2,960,996	 	 	 	 	 	 	 










 






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SCHEDULE
5.01(B)


 


Description
of the Properties


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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Exhibit
“A”


 


Parcel
A:


 


Parcels
1, 2, 3, and 4 as shown in Parcel Map No. 13411 recorded in Book 158, Pages 59 through 61 of Parcel Maps, Records of San Bernardino
County, California.


 


Parcel
B:


 


That
portion of land shown as “Portion of Remainder Parcel” on Parcel Map No. 13411 recorded in Book 158, Pages 59 through
61 of Parcel Maps and described on Certificate of Compliance No. DN 0032-91 as evidenced by document recorded April 5, 1991 as
Instrument No. 1991-114073 of Official Records, being more particularly described as follows:


 


The
Southwest one quarter of the Northwest one quarter and the Northwest one quarter of the Southwest one quarter of Section 33 in
Township 16 North, Range 16 East, of the San Bernardino Meridian in the County of San Bernardino, Stare of California, according
to the Official Plat thereof.


 


Excepting
therefrom that portion of said land shown on Parcel Map No. 13411 recorded in Book 158, Pages 59 through 61 as
“Railroad Right of Way”, 200 feet wide, for railroad purposes and granted to (Union Pacific Railroad) San Pedro,
Los Angeles and Salt Lake Railroad under the provisions of an Act of Congress approved March 3, 1875.


 


Also
excepting therefrom Parcels 1, 2, 3 and 4 of Parcel Map No. 13411 recorded in Parcel Map Book 158 Pages 59 through 61 record
in the records of said County.


 


Parcel
C:


 


A
parcel of land being all the Southwest 1/4 of the Northeast 1/4 of Section 13, Township 15 North, Range 15 East of the San Bernardino
Base and Meridian, County of San Bernardino, State of California.


 


Excepting
therefrom all minerals and all mineral rights of every kind and character now known in exist or hereafter discovered, including,
without limiting the generality of the foregoing, oil, and gas and rights thereto, together with the sole, exclusive and perpetual
rights to explore for, remove and dispose and said minerals by any means or methods and at any time or times suitable to grantor,
its successors and assings, document recorded September 16, 1986 as Instrument No. 86-266787 of Official Records.


 


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