Exhibit
10.7


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of the 16th day of December, 2022 by and among White River
Energy Corp, a Nevada corporation (the “Company”) and ___________ (the “Investor”).


 


WHEREAS,
the Company has agreed to provide certain registration rights to the Investor in order to induce the Investor to enter into that certain
Consulting Agreement dated the date of this Agreement (the “Consulting Agreement”).


 


Now,
therefore, in consideration of the mutual promises and the covenants as set forth herein, the parties hereto hereby agree as follows:


 


1. Definitions.
Unless the context otherwise requires, the capitalized words and terms defined in this Section 1 shall have the meanings herein specified
for all purposes of this Agreement, applicable to both the singular and plural forms of any of the terms herein defined. Capitalized
terms used and not otherwise defined herein shall; have the meanings ascribed to them under the Consulting Agreement.


 


“Agreed
Value” means $ 1,666,666.67.


 


“Agreement”
means this Registration Rights Agreement, as the same may be amended, modified or supplemented in accordance with the terms hereof.


 


“Board”
means the Board of Directors of the Company.


 


“Common
Stock” means the Company’s authorized common stock, as constituted on the date of this Agreement, any stock into which
such Common Stock may thereafter be changed and any stock of the Company of any other class, which is not preferred as to dividends or
assets over any other class of stock of the Company and which is not subject to redemption, issued to the holders of shares of such Common
Stock upon any re-classification thereof.


 


“Commission”
means the Securities and Exchange Commission or any other governmental body at the time administering the Securities Act.


 


“Company”
has the meaning assigned to it in the introductory paragraph of this Agreement.


 


“Company
Securities” has the meaning any securities proposed to be sold by the Company for its own account in a registered public offering.


 


“Effective
Date” has the meaning assigned to it in Section 3(a) of this Agreement.


 


“Event”
has the meaning assigned to it in Section 2(b) of this Agreement.


 


“Event
Date” has the meaning assigned to it in Section 2(b) of this Agreement.


 




    	1



    	 



    

 


“Exchange
Act” means the Securities Exchange Act of 1934 (or successor statute).


 


“Excluded
Forms” means registration statements under the Securities Act on Forms S-4 and S-8, or any successors thereto.


 


“Fair
Market Value” shall mean: (i) if the principal trading market for such securities is a national securities exchange or the
OTCQB (or a similar system then in use), the last reported sales price on the principal market on the Event Date or if the Event Date
is not a trading day, the trading day immediately prior to such an Event Date; or (ii) if (i) is not applicable, and if bid and ask prices
for shares of Common Stock are reported by the principal trading market or the Pink Open Market , the average of the high bid and low
ask prices so reported on the Event Date or if the Event Date is not a trading day on the trading day immediately prior to such Event
Date. Notwithstanding the foregoing, if there is no last reported sales price or bid and ask prices, as the case may be, for the day
in question, then Fair Market Value shall be determined as of the latest day prior to such day for which such last reported sales price
or bid and ask prices, as the case may be, are available, unless such securities have not been traded on an exchange or in the over-the-counter
market for 30 or more days immediately prior to the day in question, in which case the Fair Market Value shall be determined in good
faith by, and reflected in a formal resolution of, the board of directors of the Company.


 


“Filing
Date” has the meaning assigned to it in Section 2(a) of this Agreement.


 


“Investor”
has the meaning assigned to it in the introductory paragraph of this Agreement.


 


“Non-Registered
Shares” has the meaning assigned to it in Section 2(b) of this Agreement.


 


“Person”
includes any natural person, corporation, trust, association, company, partnership, joint venture, limited liability company and other
entity and any government, governmental agency, instrumentality or political subdivision.


 


“PIPE
Registration Statement” means the registration statement on Form S-1 filed by Company with the Commission on December 7, 2022
(File No. 333-268707), as may be amended from time-to-time, which relates to the spin-off by Ecoark Holdings Inc. of the Company’s
common stock and the resale of shares of common stock by certain selling stockholders underlying the Company’s Series C Convertible
Preferred Stock and shares of common stock issuable by the Company upon the exercise of certain warrants.


 


The
terms “register” “registered” and “registration” refer to a registration effected
by preparing and filing a registration statement on other than any of the Excluded Forms in compliance with the Securities Act, and the
declaration or ordering of the effectiveness of such registration statement.


 


“Registrable
Securities” means the Shares issuable to the Investor pursuant the Consulting Agreement and (ii) any securities of the Company
issued with respect to such Common Stock by way of a stock dividend or stock split or in connection with a combination, recapitalization,
share exchange, consolidation or other reorganization of the Company.


 




    	2



    	 



    

 


“Registration
Statement” means any registration statement filed by the Company pursuant to this Agreement.


 


“Rule
144” is defined in Section 9 of this Agreement.


 


“Selling
Expenses” means all selling commissions, finder’s fees and stock transfer taxes applicable to the Registrable Securities
registered by the Investor and all fees and disbursements of counsel for the Investor.


 


“SEC
Guidance” has the meaning assigned to it in Section 2(b) of this Agreement.


 


“Securities
Act” means the Securities Act of 1933 (or successor statute).


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York
Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).


 


2. Required
Registration.


 


(a) On
or about January 31, 2023 (as may be adjusted pursuant hereto, the “Filing Date”), the Company shall file with the Commission
a Registration Statement on Form S-1 or such other form as may be appropriate in order to permit the Investor to publicly sell the Registrable
Securities, provided however that notwithstanding anything herein to the contrary, the number of Shares the Company is required to register
under this Agreement and the timing of such registration, and the liquidated damages pursuant to Section 2(d), shall not apply
if and to the extent that the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted
to be registered on a particular Registration Statement (including as a result of the PIPE Registration Statement). In the event the
Company amends a Registration Statement in accordance with the foregoing to reduce the number of Registrable Securities registered for
resale thereunder, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by SEC
Guidance provided to the Company or available to registrants of securities in general, one or more Registration Statements for the Investor’s
resale of those Registrable Securities that were not registered for resale on such Registration Statement. With respect to any Registrable
Securities not included in a Registration Statement pursuant to this Section 2(a), the term “Filing Date” shall be construed
to mean the earliest practical date on which the Company is permitted by SEC Guidance to file an additional Registration Statement related
to those Registrable Securities. Notwithstanding anything herein to the contrary, the Company may, but shall not be required to, include
some or all of the Registrable Securities in the PIPE Registration Statement, if and to the extent permitted by SEC Guidance and the
definitive agreements entered into in connection with the PIPE Registration Statement, forms of which were publicly filed by the Company
with the Commission as exhibits to the PIPE Registration Statement.


 




    	3



    	 



    

 


(b) If:
(i) the Registration Statement is not filed on or prior to the Filing Date; or (ii) the Company fails to cause the Registration Statement
to be declared effective by the Effective Date (any such failure or breach being referred to as an “Event,” and the date
on which such Event occurs being referred to as the “Event Date”), then, until the applicable Event is cured, the Company
shall pay to the Investor, in cash, or in Common Stock at Fair Market Value at the Company’s option, as liquidated damages and
not as a penalty, an amount equal to 1.0% of the Agreed Value for each 30 day period (prorated for partial periods), up to a maximum
of 6%, during which such Event continues uncured. While such Event continues, such liquidated damages shall be paid not less often than
every 30 days. Any unpaid liquidated damages as of the date when an Event has been cured by the Company shall be paid within seven Trading
Days following the date on which such Event has been cured by the Company. Notwithstanding anything herein to the contrary, to the extent
that the registration of any or all of the Registrable Securities by the Company on a Registration Statement is prohibited (the “Non-Registered
Shares”) as a result of rules, regulations, or publicly-available written or oral guidance, positions or releases issued or actions
taken by the Commission (including its Division of Corporation Finance or any other part of its staff) including pursuant to its authority
with respect to Rule 415 (or successor rule) (“SEC Guidance”) and the Company has registered at such time the maximum number
of Registrable Securities permissible upon consultation with the Commission (including its Division of Corporation Finance or any other
part of its staff), then the liquidated damages described in this Section 2(b) shall not be applicable to such Non-Registered Shares.


 


3. Obligations
of the Company. If and whenever the Company is required by the provisions hereof to effect or cause the registration of any Registrable
Securities under the Securities Act as provided herein, the Company shall:


 


(a) use
commercially reasonable efforts to prepare and file with the Commission a Registration Statement with respect to such Registrable Securities
and use commercially reasonable efforts to cause such Registration Statement to become effective within 10 days of the date of this Agreement;


 


(b) use
commercially reasonable efforts to prepare and file with the Commission such amendments to such Registration Statement (including post-effective
amendments) and supplements to the prospectus included therein as may be necessary to keep such Registration Statement effective, subject
to the qualifications in Section 4(a), and to comply with the provisions of the Securities Act with respect to the sale or other disposition
of all Registrable Securities covered by such Registration Statement during such period in accordance with the intended methods of disposition
by the Investor set forth in such Registration Statement;


 


(c) furnish
to the Investor such number of copies of such Registration Statement and of each such amendment and supplement thereto (in each case
including all exhibits), such number of copies of the prospectus included in such Registration Statement (including each preliminary
prospectus), in conformity with the requirements of the Securities Act, and such other documents, as each Investor may reasonably request,
in order to facilitate the public sale or other disposition of the Registrable Securities owned by the Investor;


 




    	4



    	 



    

 


(d) use
all commercially reasonable efforts to make such filings under the securities or blue sky laws of New York to enable the Investor to
consummate the sale in such jurisdiction of the Registrable Securities owned by the Investor;


 


(e) notify
the Investor at any time when a prospectus relating to their Registrable Securities is required to be delivered under the Securities
Act, of the Company’s becoming aware that the prospectus included in the related Registration Statement, as then in effect, includes
an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing, and promptly prepare and furnish to the Investor a reasonable number
of copies of a prospectus supplemented or amended so that, as thereafter delivered to the purchasers of such Registrable Securities,
such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the circumstances then existing;


 


(f) otherwise
use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission;


 


(g) to
use commercially reasonable efforts to cause Registrable Securities to be quoted on each trading market and/or in each quotation service
on which the Common Stock of the Company is then quoted; and


 


(h) notify
the Investor of any stop order threatened or issued by the Commission and take all actions reasonably necessary to prevent the entry
of such stop order or to remove it if entered.


 


4. Other
Procedures.


 


(a)
Subject to the remaining provisions of this Section 4(a) and the Company’s general obligation to use commercially reasonable efforts
under Section 3, and subject further to SEC Guidance, the Company shall be required to maintain the effectiveness of a Registration Statement
from the Effective Date until the earlier of (i) the sale of all Registrable Securities, or (ii) one year from the date of this Agreement.
Provided, however, that the Company shall not be required to file any post-effective amendment to any Registration Statement
or file any prospectus supplement under Rule 424(b)(3) of the Securities Act beginning six months from the date of this Agreement unless
and until the Company fails to file with the Commission a Form 10-Q or Form 10-K within the time required by the rules of the Commission
including Rule 12b-25 (or any successor rule). The Company shall have no liability to the Investor for delays in the Investor being able
to sell the Registrable Securities (i) as long as the Company uses commercially reasonable efforts to file a Registration Statement,
amendments to a Registration Statement, post-effective amendments to a Registration Statement or supplements to a prospectus contained
in a registration statement (including any amendment or post effective amendments), (ii) where the required financial statements or auditor’s
consents are unavailable or (iii) where the Company would be required to disclose information at a time when it has no duty to disclose
such information under the Securities Act, the Exchange Act, or the rules and regulations of the Commission.


 




    	5



    	 



    

 


(b) In
consideration of the Company’s obligations under this Agreement, the Investor agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 3(e) herein, the Investor shall forthwith discontinue his sale
of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until the Investor’s receipt
of the copies of the supplemented or amended prospectus contemplated by said Section 3(e) and, if so directed by the Company, shall deliver
to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Investor’s possession
of the prospectus covering such Registrable Securities current at the time of receipt of such notice.


 


(c)
The Company’s obligation to file any Registration Statement or amendment including a post-effective amendment, shall be subject
to each Investor, as applicable, furnishing to the Company in writing such information and documents regarding such Investor and the
distribution of such Investor’s Registrable Securities as may reasonably be required to be disclosed in the Registration Statement
in question by the rules and regulations under the Securities Act or under any other applicable securities or blue sky laws of the jurisdiction
referred to in Section 3(d) herein. The Company’s obligations are also subject to each Investor promptly executing any representation
letter concerning compliance with Regulation M under the Exchange Act (or any successor rule or regulation). If any Investor fails to
provide all of the information required by this Section 4(c), the Company shall have no obligation to include his Registrable Securities
in a Registration Statement or it may withdraw such Investor’s Registrable Securities from the Registration Statement without incurring
any penalty or otherwise incurring liability to such Investors.


 


(d) If
any such Registration Statement refers to the Investor by name or otherwise as a stockholder of the Company, but such reference to the
Investor by name or otherwise is not required by the Securities Act, the rules thereunder or SEC Guidance, then the Investor shall have
the right to require the deletion of the reference to the Investor, as may be applicable.


 


(e) In
connection with the sale of Registrable Securities, the Investor shall deliver to each purchaser a copy of any necessary prospectus and,
if applicable, prospectus supplement, within the time required by Section 5(b) of the Securities Act.


 


(f) If
the Registrable Securities are eligible for sale under Rule 144, the Investor shall sell the Registrable Securities under Rule 144 rather
than the Registration Statement.


 


5. Registration
Expenses. In connection with any registration of Registrable Securities pursuant to Section 2,
the Company shall, whether or not any such registration shall become effective, from time to time, pay all expenses (other than Selling
Expenses) incident to its performance of or compliance, including, without limitation, all registration, and filing fees, fees and expenses
of compliance with securities or blue sky laws, word processing, printing and copying expenses, messenger and delivery expenses, fees
and disbursements of counsel for the Company and all independent public accountants and other Persons retained by the Company.


 




    	6



    	 



    

 


6. Reserved.


 


7. Certain
Limitations on Registration Rights. If, at any time prior to the effectiveness of any Registration Statement filed pursuant
to this Agreement, if the Company determines to file a Registration Statement with the Commission for the public sale of its securities
and the managing underwriter of such offering offers to purchase the Registrable Securities for its own account at the same price including
underwriting discounts and applicable expenses as paid to the Company, the Investor shall either (i) elect to include its Registrable
Securities being registered pursuant to this Agreement in the Registration Statement covering the sale of the Company’s securities,
or (ii) immediately cease its public sales for a period of 90 days following the effective date of the Registration Statement covering
the sale by the Company. Additionally, no Investor may participate in the Registration Statement relating to the sale by the Company
of its Common Stock as provided above unless such Investor enters into an underwriting agreement with the managing underwriter and completes
and/or executes all questionnaires, indemnities and other reasonable documents requested by the managing underwriter. The Investor shall
be deemed to have agreed by acquisition of its Registrable Securities not to effect any public sale or distribution, including any sale
pursuant to Rule 144 under the Securities Act, of any Registrable Securities and to use its best efforts not to effect any such public
sale or distribution of any other equity security of the Company (including any short sale) or of any security convertible into or exchangeable
or exercisable for any equity security of the Company (other than as part of such underwritten public offering) within 10 days before
or 90 days after the effective date of such Registration Statement. In such event, the Investor shall, if requested, sign a customary
market stand-off letter with the Company’s managing underwriter, and to comply with applicable rules and regulations of the Commission.


 


8. Allocation
of Securities Included in Registration Statement. In the case of a registration pursuant to Section 7 for the Company’s
account, if the Company’s managing underwriter shall advise the Company and the Investor in writing that the inclusion in any registration
pursuant hereto of some or all of (a) the Registrable Securities sought to be registered by the Investor and securities offered by other
holders, and (b) the Company’s securities sought to be registered creates a substantial risk that the proceeds or price per unit
that will be derived from such registration will be reduced or that the number of securities to be registered is too large a number to
be reasonably sold, (i) first, the number of Company securities sought to be registered shall be included in such registration, and (ii)
next, the number of Registrable Securities offered by the Investor and securities offered by other holders shall be included in such
registration to the extent permitted by the Company’s managing underwriter with the number of Registrable Securities and such other
securities being registered determined on a pro-rata basis based on the number of Registrable Securities and securities the participating
holders including the Investor desire to have registered; provided, however, that, if the Investor would be required pursuant
to the provisions of this Section 7 to reduce the number of Registrable Securities that he may include in such registration, the Investor
may withdraw all or any portion of its Registrable Securities from such registration and may resume selling shares under the Registration
Statement (assuming it is effective) referred to in Section 2 after the 90-day lock-up period.


 




    	7



    	 



    

 


9. Rule
144. For one year from the date of this Agreement, the Company covenants that it will file the reports required to be filed under
the Exchange Act and the rules and regulations adopted by the Commission thereunder (or, in the event that the Company is not required
to file such reports, it will make publicly available information as set forth in Rule 144(c)(2) promulgated under the Securities Act),
and it will take such further action as the Investor may reasonably request, or to the extent required from time to time to enable the
Investor to sell their Registrable Securities without registration under the Securities Act within the limitation of the exemption provided
by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter
adopted by the Commission (collectively, “Rule 144”). Upon request of the Investor, the Company will deliver to the Investor
a written statement as to whether it has complied with such requirements.


 


10. Severability.
In the event any parts of this Agreement are found to be void, the remaining provisions of this Agreement shall nevertheless be binding
with the same effect as though the void parts were deleted.


 


11. 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.


 


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


 


13. 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 Federal Express or similar overnight next business day delivery,
or by email delivery followed by overnight next business day delivery, as follows:


 


	 	To
    the Company:	White
    River Energy Corp,
	 	 	609 West Dickson St. Suite 102G,
	 	 	Fayetteville, AR 72701
	 	 	Attention: Jay Puchir
	 	 	Email: jpuchir@white-river.com
	 	 	 
	 	With
    a Copy to:	Michael
    D. Harris, Esq.
	 	 	Nason,
    Yeager, Gerson, Harris & Fumero, P.A.
	 	 	3001 PGA Boulevard, Suite 305
	 	 	Palm
    Beach Gardens, FL 33410
	 	 	Telephone:
    (561) 686-3307
	 	 	Email:
    mharris@nasonyeager.com
	 	 	 
	To the Investor:	At
    the address on the signature page


 


or
to such other address as any of them, by notice to the other may designate from time to time. Time shall be counted from the date of
transmission.


 




    	8



    	 



    

 


14. Attorneys’
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 relating to this Agreement is filed, the prevailing party shall be entitled
to an award by the court of reasonable attorneys’ fees, costs and expenses.


 


15. Oral
Evidence. This Agreement constitutes the entire Agreement between the parties and supersedes all prior oral and written agreements
between the parties hereto with respect to the subject matter hereof. Neither this Agreement nor any provision hereof may be changed,
waived, discharged or terminated orally, except by a statement in writing signed by the party or parties against which enforcement or
the change, waiver discharge or termination is sought.


 


16. Additional
Documents. The parties hereto shall execute such additional instruments as may be reasonably required by their counsel in order
to carry out the purpose and intent of this Agreement and to fulfill the obligations of the parties hereunder.


 


17. Governing
Law. This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating
to its execution, its validity, the obligations provided herein or performance shall be governed or interpreted according to the internal
laws of the State of New York.


 


18. Reserved.


 


19. Section
or Paragraph Headings. Section headings herein have been inserted for reference only and shall not be deemed to limit or otherwise
affect, in any matter, or be deemed to interpret in whole or in part any of the terms or provisions of this Agreement.


 


20. Force
Majeure. The Company shall be excused from any delay in performance or for non-performance of any of the terms and conditions
of this Agreement caused by any circumstances beyond its control, including, but not limited to, any Act of God, fire, flood, or government
regulation, direction or request, or accident, interruption of telecommunications facilities, pandemic, labor dispute, unavoidable breakdown,
civil unrest or disruption to the extent that any such circumstances affect the Company’s ability to perform its obligations under
this Agreement or the ability of the Commission to perform its responsibilities under the Securities Act.


 




    	9



    	 



    

 


IN
WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed personally or by a duly authorized representative
thereof as of the day and year first above written.


 


	 	THE COMPANY:
	 	 	 
	 	WHITE RIVER ENERGY CORP
	 	 	 
	 	By:	             
	 	 	
	 	 	


 


	 	INVESTOR:
	 	 
	 	[*]
    ______________________
	 	 
	 	
	 	Signature
	 	 
	 	
	 	Printed
    Name of Investor
	 	 
	 	
	 	Title
    of Authorized Signatory if Investor
	 	is
    a corporation or other entity
	 	 
	 	 
	 	Signature
    of spouse or co-owner, if any



 


	 	 	 
	 	 	 
	 	Address
    of Investor


 




    	10