Exhibit 10.65


 


MEMORANDUM
OF UNDERSTANDING (“MOU”)


 


In
the presence of New Times Energy Corporation Limited (“NTE”) represented by Mr. John Tang, and Delta international Oil &
Gas, Inc. (“Delta”) and its fully owned subsidiary, South American Hedge Fund (“SAHF”), represented by Mr. Enrique
Vidal, the following matter was agreed as of Friday, May 13, 2016 (“Effective (late”):


 


Outstanding
Matter


		●	NTE
                                         previously paid US$4.3M refundable cash prepayment to Principle Petroleum Limited (“PPL”)
                                         in relation to the Valle De Lerma (“VDL”) Transaction. Delta had acknowledged
                                         receipt of the US$4.3M under a separate agreement with PPL. As the VDL Transaction failed
                                         to complete as of September, 2015, NTE is demanding a refund of the said amount, but
                                         Delta has disputed the legality of this claim.



 


	●	As of Thursday, May 12, 2016, the VDL dispute remains
open and unresolved.




 


Resolution
of Outstanding Matter


	●	With a view to resolving the above outstanding matter
of the incomplete VDL Transaction and the right for subsequent full refund of the US$4.3M, previously paid and as mentioned under
the above heading “Outstanding Matter”, a new transaction was agreed, whereby Delta, via its wholly owned subsidiary.
SAHF will sell its 18% ownership in Tartagal Oriental and Morillo (“TO&M”) Concession to NTE or its nominated subsidiary,
for an additional sum of US$4M.




 


	●	The payment terms of the additional US$4M shall be as
follows:




 


	 	I.	First payment of US$2M, in cash, is payable upon
the receipt of the decree from the Salta Province, formally approving the transfer of the 18% ownership in TO&M Concession
(“TO&M Decree“), presently held by Delta via SAHF, to NTE or its nominated subsidiary. This US$2M shall
be deposited in an escrow account designated by NTE, the day that the final Sales and Purchase Agreement (“SPA”) is signed
by both parties, for a maximum period of 6 months, after which NTE can reclaim the escrow monies, in the event the TO&M Decree
is not granted.




 


		II.	Second
                                         payment of the remainder US$2M is to be satisfied by installments, solely derived from
                                         a 3% share of gross revenue generated from future oil and gas production within the TO&M
                                         Concession, but limited to a maximum aggregated sum of US$2M. Thereafter, no further
                                         payments from gross revenue generated from oil and gas production within TO&M Concession
                                         shall be due to Delta or SAHF.



 


Completion
of transfer of 18% ownership in TO&M Concession to NTE or its nominated subsidiary


	●	Upon
    completion of the agreement to transfer the 18% ownership in TO&M Concession, from Delta via SAHF, to NTE or its
    nominated subsidiary and the subsequent receipt of the decree from Salta Province, formally confirming
    and recognising the transfer of the legal title and ownership of the 18% holding in TO&M Concession to NTE or its nominated
    subsidiary. NTE shall agree to surrender and forgive its right and claim to the USS4.3M monies, previously received by Delta,
    in connection with the VDL Transaction.




 


IN
WITNESS WHEREOF, the Parties hereto have caused this MOU to be executed as of the Effective Date first written above by their
respective officers or agents thereunto duly authorized.


 


Both
parties agree that the above mentioned shall be subject to the final terms and conditions of a legally binding SPA to be executed
by both parties within one month from the Effective Date of this MOU.


 


	For
    and on behalf 	 	For
    and on behalf 
	New
    Times Energy Corporation Limited	 	Delta
    International Oil & Gas, Inc. and South

American Hedge Fund 
	 	 	 	 	 
	By:	/s/
    John tang	 	By:	/s/
    Enrique vidal
	Name: 	JOHN
    TANG	 	Name: 	ENRIQUE
    VIDAL
	Title:	GENERAL
    MANAGER	 	Title:	POWER
    OF ATTORNEY