Exhibit
10.6


 


RESTRICTED
STOCK UNIT AGREEMENT


 


This
Restricted Stock Unit Agreement (this “Agreement”), entered into as of _________ __, 2022 (the “Grant Date”),
sets forth the terms and conditions of an award (this “Award”) of restricted stock units (“Units”) granted by
White River Energy Corp, a Nevada corporation (the “Company”), to ____________ (the “Recipient”).


 


1. Definition
and Incorporation of Certain Terms. This Award is made pursuant to the Company’s 2022 Equity Incentive Plan (the “Plan”)
and the equity award granted hereunder shall be made from the pool of equity awards authorized under the Plan. The terms of the Plan
are otherwise incorporated in this Agreement. Capitalized terms used in this Agreement that are not defined in this Agreement have the
meanings as used or defined in the Plan. The Recipient hereby acknowledges receipt of the Plan.


 


2. Award.
Effective as of the date of this Agreement, the Recipient was granted _________ Units.


 


3. Vesting/Forfeiture.


 


(a)
The Units shall vest, and the shares of the Company’s Common Stock payable upon vesting of the Units shall be delivered to the
Recipient, as described on Exhibit A.


 


(b) Notwithstanding
any other provision of this Agreement, upon resolution of the Board, all Units and shares of Common Stock issued under this Agreement,
whether vested or unvested, will be immediately forfeited if any of the events specified in Section 24 of the Plan occur.


 


4. Profits
on the Sale of Certain Shares; Cancellation. If any of the events specified in Section 24 of the Plan occur within 12 months following
the date the Recipient last performed services as an employee of the Company (the “Termination Date”) (or such longer period
required by any written employment agreement), all profits earned from the Recipient’s sale of the Company’s Common Stock
during the two-year period commencing one year prior to the Termination Date shall be forfeited and forthwith paid by the Recipient to
the Company. Further, in such event, the Company may at its option cancel the Units and/or the Common Stock underlying the Units. The
Company’s rights under this Section 4 do not lapse one year from the Termination Date but are a contract right subject to any appropriate
statutory limitation period.


 


5. Rights.
The Recipient will receive no benefit or adjustment to the Units with respect to any cash or stock dividend, or other distributions except
as provided for in the Plan. Further, the Recipient will have no voting rights with respect to the Units until the shares of Common Stock
are issued.


 




    	 



     


    

 


6. Restriction
on Transfer. The Recipient shall not sell, transfer, pledge, hypothecate or otherwise dispose of any Units prior to the applicable
vesting date.


 


7. Reservation
of Right to Terminate Relationship. Nothing contained in this Agreement shall restrict the right of the Company to terminate the
relationship of the Recipient at any time, with or without cause.


 


8. Tax
Withholding. The Recipient acknowledges and agrees that the Company may require the Recipient to pay, or may withhold from sums owed
by the Company to the Recipient, any amount necessary to comply with the minimum applicable withholding requirements that the Company
deems necessary to comply with any federal, state or local withholding requirements for income and employment tax purposes.


 


9. No
Obligation to Minimize Taxes. The Company has no duty or obligation to minimize the tax consequences of this Award to the Recipient
and will not be liable to the Recipient for any adverse tax consequences arising in connection with this Award. The Recipient has been
advised to consult with his own personal tax, financial and/or legal advisors regarding the tax consequences of this Award.


 


10. 409A
Compliance. The provisions of this Agreement and the issuance of the shares of Common Stock in respect of the Units is intended to
comply with the short-term deferral exception as specified in Treas. Reg. § 1.409A-l(b)(4).


 


11. Notices
and Addresses. All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and
shall be sufficiently given if delivered to the addressees in person, by FedEx or similar receipted delivery, as follows:


 


	 	The
    Recipient:	To
    the Recipient at the address on the signature page 
	 	 	of
    this Agreement
	 	 	 
	 	The
    Company:	White
    River Energy Corp
	 	 	609
    W/Dickson St., Suite 102 G
	 	 	Fayetteville,
    AR 72701
	 	 	Attention:
    Jason Puchir, Chief Executive Officer
	 	 	Email:
    jpuchir@white-river.com


 




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	 	with
    a copy to:	Michael
    D. Harris, Esq.
	 	 	Nason,
    Yeager, Gerson, Harris & Fumero, P.A.
	 	 	3001
    PGA Boulevard, Suite 305
	 	 	Palm
    Beach Gardens, Florida 33410
	 	 	Email:
    mharris@nasonyeager.com


 


or
to such other address as either of them, by notice to the other may designate from time to time.


 


12. Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall
constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.


 


13. Attorney’s
Fees. In the event that there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation,
breach or enforcement thereof, and any action or proceeding is commenced to enforce the provisions of this Agreement, the prevailing
party shall be entitled to a reasonable attorney’s fee, costs and expenses.


 


14. Severability.
If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder
of this Agreement, and such term or condition except to such extent or in such application, shall not be affected hereby and each and
every term and condition of this Agreement shall be valid and enforced to the fullest extent and in the broadest application permitted
by law.


 


15. Entire
Agreement. This Agreement represents the entire agreement and understanding between the parties and supersedes all prior negotiations,
understandings, representations (if any), and agreements made by and between the parties. Each party specifically acknowledges, represents
and warrants that they have not been induced to sign this Agreement.


 


16. Governing
Law; Exclusive Jurisdiction. This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder
whether relating to its execution, its validity, the obligations provided therein or performance shall be governed or interpreted according
to the internal laws of the State of Nevada without regard to choice of law considerations. Any action arising out of or related to this
Agreement shall only be brought in the state or federal courts located in Clark County, Nevada. The parties agree not to raise any objection
to the venue including whether it is an inconvenient forum in the federal courts.


 


17. Headings.
The headings in this Agreement are for the purpose of convenience only and are not intended to define or limit the construction of the
provisions hereof.


 


[Signature
Page to Follow]


 




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IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed and delivered as of the date aforesaid.


 


	 	WHITE
RIVER ENERGY CORP



	 	 	 
	 	By:	 
	 	 	Jason Puchir
	 	 	Chief
    Executive Officer
	 	 	 
	 	RECIPIENT
	 	 	 
	 	
	 	 	 
	 	Address:
	 	 
	 	
	 	


 




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