Exhibit
10.1


 


		 	White River Operating
    LLC

    27073 HWY 15, Ferriday LA 71334


 


October
21, 2022


 


AULT
ENERGY LLC


 


Participation
Agreement for AMI 12 A No. 18,


 


Part
Sections 2, T1N-R8E, Coochie Oil Field, Concordia Parish, Louisiana. When executed by you in the manner provided below, this Participation
Agreement (“Agreement”) will evidence an agreement between White River Energy (hereinafter referred to as Assignor)
and AULT ENERGY LLC (hereinafter referred to as “Participant”) covering your participation in the above referenced
Coochie Prospect, White River Operating LLC shall be designated as “Operator” of the well(s) Drilled therein. The
terms of this Agreement are as follows:


 


	 	I.	EXHIBITS


 


	 	The
    following exhibits are attached hereto and made a part of this Agreement:
	 	 	 
	 	A.	Exhibit
    A: Well Location Plat
	 	B.	Exhibit
    B: Authority for Expenditure (“AFE”)
	 	C.	Exhibit
    C: Wiring Instructions


 


	 	II.	AGREEMENT
    TO CONVEY INTEREST IN LEASES


 


	 	 	A.	White
River Energy LLC shall assign to AULT ENERGY LLC 0.375 or 37.5% of 8/8ths working interest in and to the subject Leases of
the designated unit acreage.
	 	 	 	 
	 	 	B.	White
River Energy LLC or its designee shall deliver to AULT ENERGY LLC an assignment of an undivided 37.50% working interest in
and to the Leases purchased of the designated unit in the referenced prospect. The oil, gas and mineral leases and interest to be assigned
shall provide that White River Energy LLC agrees to deliver a .72 net revenue interest (NRI).
	 	 	 	 
	 	 	C.	AULT
ENERGY LLC- (WI) 37.5 %, (NRI) 27 %.


 


	 	III.	TEST
    WELLS


 


	 	 	A.	AULT
ENERGY LLC agrees to participate in the drilling of the initial test well, which shall be designated as the AMI 12 A No. 18 well.
“TEST WELL” means the well that is proposed and drilled in the Prospect. The Wells shall be drilled to a depth sufficient
to evaluate the prospective multiple zones being the Wilcox, Austin Chalk, Tuscaloosa and (TMS) to a depth of 14,000’ (Measured
Depth).
	 	 	 	 
	 	 	B.	The
initial drilling well shall be performed by White River Operating, LLC for an agreed price. A copy of the drilling contract will
be furnished to Participant upon request.


 




    	 



    	 



    

 


	 	IV.	SUBSTITUTE
    TEST WELL



 


	 	 	A.	If
the initial drilling is abandoned prior to reaching Contract Depths due to heaving shale, saltwater flow, rock salt, dome formation,
lost circulation, impenetrable formation, mechanical difficulty, or other conditions rendering further drilling impractical, any party
who participated in drilling the Well shall have the option, but not the obligation, to propose and drill a substitute well (hereinafter
referred to a “Substitute Test Well”). The parties who participate drilling the Well shall have the right to participate
in other zones of said Well and/or drilling the Substitute Test Well by following the same procedure and the same elections set forth
in Section III of this Agreement for the initial Well.



 


	 	V.	COST
OF THE TEST WELL



 


	 	 	A.	The
    cost to AULT ENERGY LLC to drill the “TEST WELL” is $1,567,632. This cost covers only dry hole costs
    for the well. If the TEST WELL is determined to be economically viable, then an additional $595,972.45 in costs would be due to complete
    and produce the TEST WELL.
	 	 	 	 
	 	 	B.	Payment
    is due on or before October 31, 2022.



 


	 	VI.	COST
    OF SUBSEQUENT/DEVELOPMENT WELLS
	 	 	 
	 	 	For
    any well(s) drilled after the drilling of the Test Well and any Substitute Test Well within a unit area in which AULT ENERGY LLC
    participates, AULT ENERGY LLC share of costs shall be the same as a “TEST WELL”.
	 	 	 
	 	VII.	OPERATING
    AGREEMENT
	 	 	 
	 	 	Upon
    drilling of the initial well, Operator shall forward a standard AAPL-610 Joint Operating Agreement (JOA) AULT ENERGY applicable
    to all operations hereunder for your review and execution. White River Operating LLC shall be designated as Operator in said
    JOA. In the event of a conflict between the terms and provisions of this Agreement and the JOA, this Agreement shall prevail.
	 	 	 
	 	VIII.	INFORMATION
    TO BE FURNISHED
	 	 	 
	 	 	White
    River Operating LLC shall notify Participants when actual drilling of a Well is commenced and shall, upon request, furnish Participants
    with copies of all regulatory permits for the Louisiana Office of Conservation. During the drilling or re-entry of any of the Well(s),
    Participants’ duly authorized representatives shall have access, at their own risk, at all times to the derrick floor and shall
    be given any available information requested regarding the well, including daily drilling reports, Monday through Friday, and sufficient
    notice of all tests or the running of a log in order for Participants to have representatives present, if so desired.
	 	 	 
	 	IX.	INSURANCE
	 	 	 
	 	 	At
    all times while conducting operations under this Agreement, Operator shall carry or cause to be carried adequate insurance coverage
    for the benefit of the Participants.


 




    	 



    	 



    

 


	 	X.	PROVISION
    CONCERNING TAXATION
	 	 	 
	 	 	Nothing
    in this agreement or in any of the exhibits attached hereto is intended to create or shall it be deemed to create a joint venture
    or a mining or other partnership of any kind, or to provide for or create any joint liability.
	 	 	 
	 	XI.	NOTICES
	 	 	 
	 	 	All
    notices, proposals, reports and other communication given under this Agreement shall be sent to the parties at the following addresses
    (please complete your contact information):
	 	 	 
	 	 	AULT
    ENERGY LLC
	 	 	11411
    Southern Highlands Pkwy,
	 	 	Suite
    240
	 	 	Las
    Vegas, NV 89141
	 	 	 
	 	 	White
    River Operating LLC
	 	 	27073
    HWY 15, Ferriday LA 71334
	 	 	 
	 	 	and
    to such other addressees as the parties may designate in writing, notices, etc. may be sent by mail, fax or expedited delivery service.
    Any notice, etc. shall be deemed to be received by the addressee on the day after it is actually sent.
	 	 	 
	 	XII.	ASSIGNMENTS
	 	 	 
	 	 	The
    form of assignment(s) shall be mutually agreed upon, and White River Energy LLC consents to the assignment(s).
	 	 	 
	 	XIII.	HEIRS,
    SUCCESSORS, AND ASSIGNS
	 	 	 
	 	 	Any
    assignment or transfer of an interest under this Agreement shall be expressly made subject to this Agreement and the JOA contemplated
    in Article VIII of this Participation Agreement. In any such assignment, the assigning party shall furnish its assignee with a copy
    of this Agreement and all exhibits attached thereto, and the assignee(s) shall agree to assume and be bound by the terms and provisions
    hereof.
	 	 	 
	 	XIV.	CONTROLLING
    LAW
	 	 	 
	 	 	This
    Agreement and the parties’ rights and obligations under it shall be governed by the Laws of the State of Louisiana.
	 	 	 
	 	XV.	EFFECT
    OF PARAGRAPH HEADINGS
	 	 	 
	 	 	The
    headings of the paragraphs herein have been used for convenience only and shall not be used in construing the provisions of this
    Agreement.
	 	 	 
	 	XVI.	EFFECTIVE
    DATE
	 	 	 
	 	 	This
    Agreement shall be effective for all purposes as of October 21, 2022, regardless of the date of its actual execution.


 




    	 



    	 



    

 


	 	XVII.	ACCEPTANCE
	 	 	 
	 	 	This
    Agreement shall not be binding upon AULT ENERGY LLC shall indicate its acceptance of the terms and provisions herein
    contained by executing in the space provided below and returning a copy of the executed Participation Agreement (electronic copies
    are acceptable). This Agreement may be executed in multiple counterparts, all of which taken together shall constitute one (1) Agreement.


 


Sincerely,


 


White
River Energy, LLC


 


	By:
    	 	 
	 	(Managing
    Member)	 


 


AULT
ENERGY LLC


 


	By:
    	 	 
	 	(Managing
    Member)	 


 


AGREED
TO AND ACCEPTED THIS _____ DAY OF __________________, 2022.