EX-10.2

This FIRST AMENDED AND RESTATED GATHERING AGREEMENT (as the same may be amended from time to time in accordance herewith, this “Agreement”) is made as of this 1^st Day of December, 2016 (the “Execution Date”), by and between CNX Gas Company LLC, a Virginia limited liability company (“Shipper”), and Gatherer (defined below). Shipper and Gatherer are sometimes together referred to in this Agreement as the “Parties” and individually as a “Party.”

A. Shipper and CONE Midstream Partners LP, a Delaware limited partnership (“CNNX”), entered into that certain Gathering Agreement dated as of September 30, 2014 (the “Original Effective Date”, and such agreement, as amended, the “Original Agreement”), thereafter assigned on the Original Effective Date from CNNX, (i) to CONE Midstream DevCo I LP, a Delaware limited partnership (“DevCo I LP”), with respect to the DevCo I Area (defined below), (ii) to CONE Midstream DevCo II LP, a Delaware limited partnership (“DevCo II LP”), with respect to the DevCo II Area (defined below) and (iii) CONE Midstream DevCo III LP, a Delaware limited partnership (“DevCo III LP”), with respect to the DevCo III Area (defined below) (DevCo I LP, DevCo II LP and DevCo III LP, the “DevCos”).

B. CONE Midstream Operating Company LLC, a Delaware limited liability company (“OpCo”), owns an indirect interest in each DevCo.

C. As of the Execution Date, Gatherer owns and operates (either directly or through an Affiliate) the Gathering System (defined below), which gathers Gas (defined below) and certain Liquid Condensate (defined below) produced from certain oil and gas leases and fee mineral interests.

D. Gatherer plans to expand the Gathering System and operate the Gathering System for, among other things, gathering, compressing, dehydrating and treating Gas within certain areas of Pennsylvania and West Virginia.

E. Shipper desires to dedicate certain Gas and Liquid Condensate attributable to its right, title and interest in (a) certain oil and gas leases and mineral interests located within the Dedication Area (defined below) to the Gathering System and (b) the Legacy Wells (defined below).

F. Shipper desires to deliver such Gas and Liquid Condensate to Gatherer for the purpose of gathering, blending, compressing, dehydrating, treating, stabilizing, storing, loading and re-delivering such Gas and, subject to the provisions hereof, Liquid Condensate to or for the account of Shipper, and Gatherer desires to provide such services to Shipper on the terms and subject to the conditions of this Agreement.

G. The Parties now desire to amend and restate the Original Agreement in its entirety in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements, covenants, and conditions in this Agreement contained, Gatherer and Shipper hereby agree as follows:

Section 1.1 Definitions. As used in this Agreement, the following capitalized words and terms shall have the meaning ascribed to them below:

“Access ,Operation and Cooperation Agreements” has the meaning given to it in Section 15.12.

“Additional/Accelerated Well” has the meaning given to it in Section 3.1(f).

“Adequate Assurances of Performance” has the meaning given to it in Section 15.13.

“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, or is Controlled by, or is Under Common Control With, such Person; provided, however, that for purposes of this Agreement, (a) Shipper and Gatherer shall be deemed not to be “Affiliated” and (b) any Affiliate of Shipper that is primarily engaged in operations other than the exploration and/or production of natural gas (including for the avoidance of doubt, Leatherwood, Inc.) shall be deemed not to be an “Affiliate” of Shipper. The term “Affiliated” shall have the correlative meaning.

“Affiliate Gatherer” has the meaning given to it in Section 14.1(a)(ii).

“Affiliate Gatherer Dedicated Properties” has the meaning given to it in Section 14.1(a)(ii).

“Btu” means the amount of heat required to raise the temperature of one pound of water by one degree Fahrenheit at a pressure of 14.73 Psia and determined on a gross, dry basis.

“Business Day” means a Day (other than a Saturday or Sunday) on which commercial banks in the State of Pennsylvania are generally open for business.

“Category A Net Acres” means Net Acres or Third Party Net Acres, as applicable, that are located in the municipalities identified under the heading “Category A” on Exhibit K.

“Category B Net Acres” means Net Acres or Third Party Net Acres, as applicable, that are located in the municipalities identified under the heading “Category B” on Exhibit K.

“Category C Net Acres” means Net Acres or Third Party Net Acres, as applicable, that are located in the municipalities identified under the heading “Category C” on Exhibit K.

“Compression Charge” means an amount equal to the product of (a) all out of pocket costs incurred by Gatherer to obtain electricity sufficient for Gatherer to utilize electrical compression at each Fuel Point that uses electrical compression to compress Shipper’s Tendered Gas for the Month of Service for which Shipper requests electricity as the fuel source for the Fuel Points, and (b) the percentage determined by dividing (i) the volumes of owned or Controlled Gas Tendered by Shipper to the Gathering System for such Month of Service, and (ii) all volumes of Gas received by the Gathering System for such Month of Service.

“Condensate Gathering Fees” has the meaning given to it in Section 5.1(c)(ii).

“Condensate Services” means (a) the receipt of Shipper’s owned or Controlled Liquid Condensate at the Receipt Points; (b) as applicable, the collection, injection, gathering and stabilization (to sales specifications) of such Liquid Condensate; (c) the handling, storage, loading, and, subject to Section 4.8, marketing or re-delivery at the applicable Delivery Point of such Liquid Condensate for Shipper’s account; and (d) the other services to be performed by Gatherer in respect of such Liquid Condensate as set forth in this Agreement, all in accordance with the terms of this Agreement.

“Conflicting Dedication” means any gathering agreement or any commitment or arrangement (including any volume commitment) that would permit or require Shipper’s owned and/or Controlled Gas to be gathered on any gathering system or similar system other than the Gathering System, including any such agreement, commitment or arrangement burdening properties hereinafter acquired by Shipper in the Dedication Area or covering any of the ROFO Properties.

“Control” (including the terms “Controlling,” “Controlled” and “Under Common Control With”) means (a) with respect to any Person, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting shares, by contract, or otherwise and (b) with respect to any Gas or Liquid Condensate, such Gas or Liquid Condensate produced from the Dedication Area or the ROFO Area, as applicable, and (i) owned by a Third Party set forth on Exhibit J-3 or (ii) owned by a Third Party working interest owner in lands covered by the Dedicated Properties with respect to which Shipper has the contractual right or obligation (pursuant to a marketing, agency, operating, unit or similar agreement) to market such Gas or Liquid Condensate and Shipper elects or is obligated to market such Gas or Liquid Condensate on behalf of the applicable Third Party.

“Creditworthy Person” means a Person with a senior unsecured and credit-unenhanced long term debt rating equivalent to A- or better as determined by at least two rating agencies, one of which must be either Standard & Poor’s or Moody’s (or if either one or both are not available, equivalent ratings from alternate rating sources reasonably acceptable to Gatherer).

“Day” means a period of time beginning at 9:00 a.m. Central Time on a calendar day and ending at 9:00 a.m. Central Time on the succeeding calendar day. The term “Daily” shall have the correlative meaning.

“Dedicated Production” means, collectively, the Priority One Dedicated Production and the Priority Two Dedicated Production.

“Dedicated Properties” means the Priority One Dedicated Properties and the Priority Two Dedicated Properties.

“Dedicated ROFO Properties” has the meaning given to it in Section 4.10(d).

“Dedication Area” means the area identified as “Shipper’s Dedication Area” and described on Exhibit B-3(a).

“Delayed Connection Days” means the number of Days (without duplication) from the On-Line Deadline until such applicable facilities are completed by Gatherer or (under Section 3.2(d)) by Shipper and/or such Gathering Services can be provided by Gatherer.

“Delayed Planned Wells” means the Planned Wells at a Planned Well Pad that Gatherer fails to connect to the Gathering System and/or is not ready or is unable to provide Gathering Services for such Planned Wells, in each case, on or before the applicable On-Line Deadline.

“Delivery Point” means, as applicable (a) each point of interconnection of the Gathering System with the facilities of a Processing Plant, Downstream Pipeline or Downstream Condensate Storage Tank not a part of the Gathering System, (b) the outlet flange of any Downstream Condensate Storage Tank that is part of the Gathering System and (c) such points as may be added from time to time by Shipper pursuant to the applicable Development Report or otherwise and at which points, subject to Section 3.6 and Section 4.8, Gatherer will re-deliver Gas and/or Liquid Condensate to Shipper for its own account.

“DevCo I Area” means the area identified as the DevCo I Area on Exhibit B-3(b).

“DevCo II Area” means the area identified as the DevCo II Area on Exhibit B-3(b).

“DevCo III Area” means the Dedication Area not identified as the DevCo I Area or the DevCo II Area.

“Downstream Condensate Storage Tank” means any storage tank where Condensate (stabilized as appropriate) is collected and stored prior to being sold and/or delivered to market via trucks, rail or pipeline.

“Downstream Pipeline” means any pipeline downstream of any Delivery Point on the Gathering System owned by a Third Party.

“Downtime Event” means a period during which all or a portion of the Gathering System was unavailable to provide Gathering Services.

“Downtime Percentage” means (a) for purposes of determining the Downtime Percentage for the Gathering System, an amount equal to the quotient of (i) the sum of all daily losses (in MMBtu) for the Gathering System for the applicable period divided by (ii) the sum of (y) the amount (in MMBtu) of the total deliveries of Dedicated Production for the applicable period and (z) the sum of all daily losses (in MMBtu) for the Gathering System for the applicable period and (b) for purposes of determining the

Downtime Percentage for an Individual System, an amount equal to the quotient of (i) the sum of all daily losses (in MMBtu) for such Individual System for the applicable period divided by (ii) the sum of (y) the amount (in MMBtu) of the total deliveries of Dedicated Production for such Individual System for the applicable period and (z) the sum of all daily losses (in MMBtu) for such Individual System for the applicable period.

“Drilling Unit” means the area fixed for the drilling of one Well or Planned Well by order or rule of any applicable Governmental Authority, or (if no such order or rule is applicable) the area fixed for the drilling of a Well or Planned Well reasonably established by the pattern of drilling in the applicable area or otherwise established by Shipper in its reasonable discretion.

“Drip Condensate” means that portion of Shipper’s owned or Controlled Gas that is received into the Gathering System (without manual separation or injection) that condenses in, and is recovered from, the Gathering System as a liquid.

“Dry Gas Gathering Fee” has the meaning given to it in Section 5.1(a).

“Execution Date” has the meaning given to it in the preamble of this Agreement.

“Facility Segment” means a physically separate segment of the Gathering System constructed, owned (or leased) or acquired by Gatherer, whether now or in the future, to connect certain of the Well Pads to a Delivery Point, including all required Receipt Point interconnections, low-pressure gathering lines, compression facilities (including associated dehydration and treatment facilities), high-pressure gathering lines, meters and measurement facilities, Condensate collection, gathering, stabilization, handling and storage facilities, Delivery Point interconnections and all associated equipment and facilities constructed, owned (or leased) and operated or otherwise provided by Gatherer in connection therewith.

“Fee” or “Fees” means, collectively, the Dry Gas Gathering Fee, the Wet Gas Gathering Fee, the Condensate Gathering Fees, the Priority Two Existing Gathering Fees and, if applicable, any Priority Two Fee.

“Fee Model” means the economic model agreed upon by the Parties and CNNX in 2014 in connection with the Original Agreement for the purpose of computing the fees payable by Shipper pursuant to the Original Agreement, as such Fee Model may be updated from time to time pursuant to Section 5.3 and as applied to this Agreement.

“Gas” means any mixture of gaseous hydrocarbons, consisting essentially of methane and heavier hydrocarbons, including (unless otherwise expressly provided herein) liquefiable hydrocarbons and Drip Condensate, and including inert and noncombustible gases, in each case, produced from beneath the surface of the earth; provided, however, that the term “Gas” as used herein shall not include Liquid Condensate.

“Gas Services” means (a) with respect to Gas produced from the PIA Area: (i) the receipt of Shipper’s owned or Controlled Gas (including Drip Condensate) at the Receipt Points and (ii) the re-delivery of Gas that is thermally equivalent to Shipper’s Gas that is delivered at the Delivery Points for Shipper’s account, in each case, in accordance with the terms of this Agreement and (b) with respect to Gas produced from the Dedication Area other than the PIA Area: (i) the receipt of Shipper’s owned or Controlled Gas (including Drip Condensate) at the Receipt Points; (ii) the gathering, dehydrating, compressing, treating and blending to applicable tariff requirements (subject to any waivers in place) of such Gas and the collection and gathering of any Drip Condensate; (iii) the re-delivery of Gas that is thermally equivalent to Shipper’s Gas that is delivered at the Delivery Points for Shipper’s account; and (iv) the other services to be performed by Gatherer in respect of such Gas as set forth in this Agreement, in each case, in accordance with the terms of this Agreement.

“Gatherer” means, (a) with respect to the DevCo I Area, DevCo I LP, (b) with respect to the DevCo II Area, DevCo II LP, (c) with respect to the DevCo III Area, DevCo III LP and (d) with respect to the ROFO Area, OpCo.

“Gathering Services” means, collectively, the Gas Services and the Condensate Services.

“Gathering System” means the Gas and Condensate gathering system, including (a) pipelines; (b) compression, dehydration and treating facilities; (c) controls, Delivery Points, meters and measurement facilities; (d) owned (or leased) Condensate collection, gathering, stabilization, handling, and storage facilities; (e) rights of way, fee parcels, surface rights and permits; and (f) all appurtenant facilities, constructed, owned (or leased) and operated by Gatherer to provide Gathering Services to Shipper or Third Parties, as such gathering system and/or facilities are modified and/or extended from time to time to provide Gathering Services to Shipper pursuant to the terms hereof or to Third Parties, including the Facility Segments to be constructed and owned (or leased) and operated by Gatherer under this Agreement to provide the Gathering Services contemplated in this Agreement for Shipper.

“Gathering System Fuel” means all Gas and electric power measured and utilized as fuel for the Gathering System, including Gas and electric power utilized as fuel for compressor stations, stated in MMBtus or kilowatt hours (as applicable).

“Gathering System L&U” means any Gas or Liquid Condensate received into the Gathering System that is lost or otherwise not accounted for incident to, or occasioned by, the gathering, treating, compressing, blending, stabilization and re-delivery, as applicable, of Gas and Liquid Condensate, including Gas and/or Liquid Condensate released through leaks, instrumentation, relief valves, flares and blow downs of pipelines, vessels and equipment; provided, however that “Gathering System L&U” shall not include any Gas or Liquid Condensate that is lost as a result of Gatherer’s negligence, gross negligence or willful misconduct.

“Gathering System Plan” has the meaning given to it in Section 3.1(c).

“Governmental Authority” means any federal, state, local, municipal, tribal or other government; any governmental, regulatory or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, regulatory or taxing authority or power; and any court or governmental tribunal, including any tribal authority having or asserting jurisdiction.

“Greenhill Delivered Production” has the meaning given to it in Section 5.2(e).

“Gross Heating Value” means the number of Btus produced by the combustion, on a dry basis and at a constant pressure, of the amount of Gas which would occupy a volume of 1 cubic foot at a temperature of 60 degrees Fahrenheit and at a pressure of 14.73 Psia, with air of the same temperature and pressure as the Gas, when the products of combustion are cooled to the initial temperature of the Gas and air and when the water formed by combustion is condensed to the liquid state. Hydrogen sulfide shall be deemed to have no heating value.

“Group” means (a) with respect to Shipper, the Shipper Group and (b) with respect to Gatherer, the Gatherer Group.

“Imbalance Account” has the meaning given to it in Section 1.3 of Exhibit A.

“Individual System” means a midstream gathering system as designated in any Gathering System Plan.

“Industry Expert” means a major, independent accounting firm or other qualified industry expert with at least 10 years relevant experience, which firm or expert shall not be regularly engaged by or otherwise have a material relationship with either Shipper or Gatherer or any of their Affiliates, and shall not otherwise have a conflict of interest in relation to Shipper and Gatherer or any of their Affiliates.

“Initial Bucket” has the meaning given to it in the definition of Total Initial Shipper Permitted Transfer Acres.

“Initial Bucket Termination Date” means the date on which the Initial Bucket is reduced to 0.00 Net Acres pursuant to divestitures by Initial Shipper pursuant to clause (b) of the definition of Total Initial Shipper Permitted Transfer Acres.

“Initial Priority Two Dedicated Properties” has the meaning given to it in the definition of Priority Two Dedicated Properties.

“Initial Shipper” means CNX Gas Company LLC or any of its Affiliates, and not any permitted assignee that is not CNX Gas Company LLC or any of its Affiliates as Shipper under this Agreement.

“Interest Rate” means, on the applicable date of determination, the LIBOR Rate plus an additional three percentage points (or, if such rate is contrary to any applicable Law, the maximum rate permitted by such applicable Law).

“Intermediate Delivery Point” means an interconnection of a pipeline to the Gathering System upstream of the applicable Delivery Point that allows Shipper to take Gas previously Tendered by Shipper and deliver it back to the Gathering System at a secondary Receipt Point on another portion of the Gathering System in order to facilitate blending of such Gas by Shipper with other Gas to cause the resultant combined Gas to meet tariffs of Downstream Pipelines as provided in Section 3.6.

“Interruptible Service” means all obligations of Gatherer to receive, gather, treat, stabilize, load, compress, store and re-deliver, as applicable, Gas or Liquid Condensate, which obligations are designated as interruptible and as to which obligations Gatherer may interrupt its performance thereof for any or no reason.

“Laws” means any applicable statute, law, rule, regulation, ordinance, order, code, ruling, writ, injunction, decree or other official act of or by any Governmental Authority.

“Legacy Wells” certain existing wells described in Exhibit J-2 to this Agreement to the extent such wells are in the Dedication Area.

“Legacy Well Dedicated Production” means (a) all of Shipper’s interest in Gas produced from the Legacy Wells and (b) Third Party Gas produced from the Legacy Wells under the Control of Shipper.

“LIBOR” means 3-month LIBOR, as reported in the Markets Data Center of The Wall Street Journal.

“Liquid Condensate” means Shipper’s owned or Controlled liquid hydrocarbons separated (mechanically or otherwise) from Shipper’s owned or Controlled Gas at or near the Well Pad upstream of the Receipt Points and injected into the Gathering System by Shipper at a Receipt Point.

“Loss” or “Losses” means any actions, claims, settlements, judgments, demands, liens, losses, damages, fines, penalties, interest, costs, expenses (including expenses attributable to the defense of any actions or claims), attorneys’ fees and liabilities, including Losses for bodily injury, death, or property damage.

“Majorsville Condensate Gathering Fee” has the meaning given to it in Section 5.1(c)(i).

“Majorsville System” means the Individual System in the DevCo I Area that delivers Wet Gas to the Delivery Point at the MarkWest Majorsville Processing Plant as of the Execution Date.

“Marcellus Formation” means, (a) in central Pennsylvania, specifically from the top of the Burkett in the DeArmitt #1 (API 37-129-27246) and 7000’MD through to the top of the Onondaga at 7530’MD and illustrated in the log attached on Exhibit B-6; (b) in southwest Pennsylvania, specifically from the top of the Burkett in the GH-10C-CV (API 37-059-25397) at 7600’MD through to the top of the Onondaga at 7900’MD and illustrated in the log attached on Exhibit B-6; and (c) in West Virginia, specifically from the top of the Burkett in the DEPI #14815 (API 47-001-02850) at 7350’MD through to the top of the Onondaga at 7710’MD and illustrated in the log attached on Exhibit B-6.

“McQuay System” means the Individual System in the DevCo I Area that services Dry Gas as of the Execution Date other than the Mamont System, the Fallowfield System and the Marshall System.

“Measurement Device” means the meter body (which may consist of an orifice meter or ultrasonic meter), LACT unit or other Gas or Liquid Condensate metering device, tube, orifice plate, connected pipe, tank strapping, and fittings used in the measurement of Gas flow, Liquid Condensate flow and volume and/or Gas Btu content.

“Measurement Table” has the meaning given to it in Section 1.10 of Exhibit A.

“Month” means a period of time beginning at 9:00 a.m. Central Time on the first Day of a calendar month and ending at 9:00 a.m. Central Time on the first Day of the next succeeding calendar month. The term “Monthly” shall have the correlative meaning.

“Monthly Other Production” has the meaning given to it in Section 5.2(e).

“NAESB” means North American Energy Standards Board, or its successors.

“Net Acres” means, with respect to the Marcellus Formation, (a) with respect to any oil and gas lease in which Shipper has an interest, (i) the number of gross acres in the lands covered by such oil and gas lease, multiplied by (ii) the undivided percentage interest in oil, gas and other minerals covered by such oil and gas lease, multiplied by (iii) Shipper’s working interest in such oil and gas lease, and (b) with respect to any mineral fee interest of Shipper, (i) the number of gross acres in the lands covered by such mineral fee interest, multiplied by (ii) the undivided percentage interest of Shipper in oil, gas and other minerals in such lands.

“Net Condensate Price” means, with respect to Condensate sold by Gatherer pursuant to this Agreement in any Month, the weighted average gross proceeds per Barrel received by Gatherer from the sale of such Condensate to a non-Affiliated Third Party f.o.b. at the applicable Downstream Condensate Storage Tank(s) during such Month or if Gatherer transports Shipper’s Condensate from the applicable Downstream Condensate Storage Tank(s) and sells Shipper’s Condensate at a location away from such Downstream Condensate Storage Tank, the weighted average gross proceeds per Barrel received by Gatherer during such Month from the sale of such Condensate to a non-Affiliated Third Party less Gatherer’s non-Affiliated Third Party, verifiable out-of-pocket transportation expenses with respect to such Condensate so sold.

“Noble Gas Gathering Agreement” means that certain First Amended and Restated Gathering Agreement by and between Gatherer and Noble Energy, Inc., dated as of the Execution Date, as such agreement is in effect on the Execution Date without giving effect to any amendment thereof.

“OFO” means an operational flow order or similar order respecting operating conditions issued by a Downstream Pipeline.

“Operating Terms” means those additional terms and conditions applicable to Gathering Services provided under this Agreement, as set forth in Exhibit A.

“Original Agreement” has the meaning given to it in the recitals hereof.

“Original Effective Date” has the meaning given to it in the recitals hereof.

“Original Noble Gas Gathering Agreement” means that certain Gathering Agreement, by and among CNNX, DevCo I, DevCo II, DevCo III and Noble Energy, Inc., dated as of the Original Effective Date., as amended from time to time.

“Other Areas Wet Gas Gathering Fee” has the meaning given to it in Section 5.1(b)(ii).

“Party” or “Parties” has the meaning given to it in the Preamble.

“PDA” means, with respect to a Receipt Point or Delivery Point, a predetermined allocation directive from, or agreement with, Shipper.

“Person” means any individual, corporation, company, partnership, limited partnership, limited liability company, trust, estate, Governmental Authority or any other entity.

“PIA Condensate Gathering Fee” has the meaning given to it in Section 5.1(c)(ii).

“PIA Wet Gas Gathering Fee” has the meaning given to it in Section 5.1(b)(i).

“Pressure Overage Percentage” means an amount equal to the quotient of (a) the difference between (i) the actual arithmetic average operating pressure of an Individual System and (ii) the Target Pressure for such Individual System for the calendar quarter divided by (b) the Target Pressure for such Individual System for such calendar quarter.

“Priority One Dedicated Gas” means (a) Gas produced from the Priority One Dedicated Properties and (b) Third Party Gas under the Control of Shipper produced from the lands covered by the Priority One Dedicated Properties. For the avoidance of doubt, once ROFO Properties are converted to Dedicated ROFO Properties under this Agreement pursuant to Section 4.10, the Gas that is owned or Controlled by Shipper and produced from such Dedicated ROFO Properties shall constitute Priority One Dedicated Gas, unless otherwise agreed by the Parties.

“Priority One Dedicated Liquid Condensate” means (a) Liquid Condensate produced from the Priority One Dedicated Properties and are located in the PIA Area and/or the Majorsville Area and (b) Third Party Liquid Condensate under the Control of Shipper produced from the lands located in the PIA Area and/or the Majorsville Area. For the avoidance of doubt, once ROFO Properties are converted to Dedicated ROFO Properties under this Agreement pursuant to Section 4.10, the Liquid Condensate that is owned or Controlled by Shipper and produced from such Dedicated ROFO Properties shall constitute Priority One Dedicated Liquid Condensate, unless otherwise agreed by the Parties.

“Priority One Dedicated Production” means, collectively, Priority One Dedicated Gas, Priority One Dedicated Liquid Condensate and the Legacy Well Dedicated Production.

“Priority One Dedicated Properties” means Shipper’s or its Affiliates’ interest in the oil and/or gas leases, mineral interests and other similar interests that as of the Execution Date are, or that after the Execution Date become, owned directly or indirectly (including through the acquisition of Control of another Person) by Shipper in the Dedication Area, including those certain oil and/or gas leases, mineral interests and other similar interests described on Exhibit B-1, in each case, to the extent and only to the extent that such oil and/or gas leases, mineral interests and other similar interests cover and relate to the Marcellus Formation. From and after the date ROFO Properties become Dedicated ROFO Properties, such Dedicated ROFO Properties shall constitute Priority One Dedicated Properties, unless otherwise agreed by the Parties.

“Priority One Service” means that type of service that has the highest priority call on capacity of all or any relevant portion of the Gathering System, which service shall not be subject to interruption or curtailment except by reason of an event of Force Majeure, necessary Gathering System maintenance or as otherwise expressly set forth in this Agreement and which service in any event has a higher priority than Priority Two Service, Interruptible Service and any other permissible level of service established by Gatherer pursuant to the terms and conditions of this Agreement.

“Priority Two Dedicated Gas” means (a) Gas produced from Priority Two Dedicated Properties and (b) Third Party Gas under the Control of Shipper produced from the lands covered by the Priority Two Dedicated Properties.

“Priority Two Dedicated Liquid Condensate” means (a) Liquid Condensate produced from the Priority Two Dedicated Properties and (b) Third Party Liquid Condensate under the Control of Shipper produced from the lands covered by the Priority Two Dedicated Properties.

“Priority Two Dedicated Production” means, collectively, Priority Two Dedicated Gas and Priority Two Dedicated Liquid Condensate.

“Priority Two Dedicated Properties” means Shipper’s interest in oil and/or gas leases, mineral interests and other similar interests that are not Priority One Dedicated Properties or ROFO Properties and which (a) are described on Exhibit B-2 as of the Execution Date (the “Initial Priority Two Dedicated Properties”) or (b) Shipper elects to dedicate pursuant to Section 2.2(b) and Gatherer accepts (or is deemed to have accepted) such dedication pursuant to Section 2.2(b).

“Priority Two Existing Gathering Fees” has the meaning given to it in Section 5.1(d).

“Priority Two Fee” means the fee with respect to Priority Two Dedicated Properties (other than the Initial Priority Two Dedicated Properties) agreed to (or deemed agreed to) by Shipper and Gatherer pursuant to Section 2.2.

“Priority Two Service” means that type of service that has the second highest priority call on capacity of all or any relevant portion of the Gathering System second only to Priority One Service, which service shall not be subject to interruption or curtailment except by reason of an event of Force Majeure, necessary Gathering System maintenance or as otherwise expressly set forth in this Agreement and which service in any event has a higher priority than Interruptible Service and any other permissible level of service established by Gatherer pursuant to the terms and conditions of this Agreement (other than Priority One Service).

“Processing Plant” means a Gas processing facility downstream of any Delivery Point on the Gathering System to which Shipper has dedicated, or in the future elects to dedicate, Shipper’s owned or Controlled Gas for processing or at which Shipper has arranged for such Gas to be processed prior to delivery to a Downstream Pipeline.

“Proposed Gathering Services” has the meaning given to it in Section 2.2(b).

“Proposed Priority Two Properties” has the meaning given to it in Section 2.2(b).

“Rate Reset Trigger” means any of (a) the initiation of Gathering Services for Priority Two Dedicated Production (other than Priority Two Dedicated Production attributable to the Initial Priority Two Dedicated Properties) or (b) the initiation of Gathering Services for a Third Party (other than a Third Party that has elected for Shipper to Control such Third Party’s Gas or Liquid Condensate).

“Receipt Point” means any of the connecting flanges on the Gathering System located at or nearby or assigned to a Well Pad (which flanges, in some cases, has a Measurement Device) where Shipper’s Facilities are connected to the Gathering System and more particularly described on Exhibit F, which Exhibit may be updated from time to time by Shipper pursuant to the applicable Development Report or otherwise and with respect to any Gas delivered by Shipper for blending, the Receipt Point for such blending Gas designated by Shipper from time to time.

“ROFO Properties” means (a) with respect to Gas Services, Shipper’s interest in the oil and/or gas leases, mineral interests and other similar interests that as of the Execution Date are, or that after the Execution Date become, owned directly or indirectly (including through the acquisition of Control of another person) by Shipper in the ROFO Area, including those certain oil and/or gas leases, mineral interests and other similar interests described on Exhibit H-1, in each case, to the extent and only to the extent that such oil and/or gas leases, mineral interests and other similar interests cover and relate to the Marcellus Formation and (b) with respect to Condensate Services, Shipper’s interest in the oil and/or gas leases, mineral interests and other similar interests that as of the Execution Date are, or that after the Execution Date become, owned directly or indirectly (including through the acquisition of Control of another person) by Shipper in the ROFO Area, including those certain oil and/or gas leases, mineral interests and other similar interests described on Exhibit H-1, in each case, to the extent and only to the extent that such oil and/or gas leases, mineral interests and other similar interests cover and relate to the Marcellus Formation.

“Shared Priority Deadline” means the date that is two years from the Execution Date.

“Shipper” has the meaning given to it in the preamble of this Agreement.

“Shipper Meters” has the meaning given to it in Section 1.4 of Exhibit A.

“Shipper’s Facilities” means the assets and properties of Shipper upstream of a Receipt Point.

“Standard Cubic Foot” means that quantity of Gas that occupies one cubic foot of space when held at a base temperature of 60 degrees Fahrenheit and a pressure of 14.73 Psia.

“Subject Expenses” has the meaning given to it in the definition of Target Return.

“Subject ROFO Properties” has the meaning given to it in Section 4.10(b).

“System Receipt Point” has the meaning given to it in Section 1.8 of Exhibit A.

“Tap” means a point on the Gathering System downstream of all compression, dehydration, treatment and other similar facilities but upstream of the applicable Delivery Point.

“Target Return” means an unlevered 15% rate of return on incremental operating expenses and incremental capital expenses anticipated, in Gatherer’s good faith opinion, to be incurred by Gatherer in providing the Gathering Services requested in a Priority Two Notice with respect to Proposed Priority Two Properties (such expenses, the “Subject Expenses”).

“Tender” means (a) with respect to Gas, the act of Shipper’s making Gas available or causing Gas to be made available to the Gathering System at a Receipt Point and (b) with respect to Liquid Condensate, the act of Shipper’s injection or causing the Liquid Condensate to be injected into the Gathering System at a Receipt Point. “Tendered” shall have the correlative meaning.

“Thermal Content” means, for Gas, the product of the measured volume in MSCFs multiplied by the Gross Heating Value per MSCF, adjusted to the same pressure base and expressed in MMBtus; and for a liquid, the product of the measured volume in gallons multiplied by the Gross Heating Value per Gallon determined in accordance with the GPA 2145-09 Table of Physical Properties for Hydrocarbons and GPA 8173 Method for Converting Mass of Natural Gas Liquids and Vapors to Equivalent Liquid Volumes, in each case as revised from time to time.

“Third Party” means any Person other than a Party to this Agreement or any Affiliate of a Party to this Agreement.

“Third Party Liquid Condensate” means Liquid Condensate owned by a Third Party.

“Third Party Net Acres” means, with respect to the Marcellus Formation, (a) with respect to any oil and gas lease in which any Third Party has an interest, (i) the number of gross acres in the lands covered by such oil and gas lease, multiplied by (ii) undivided percentage interest in oil, gas and other minerals covered by such oil and gas lease, multiplied by (iii) such Third Party’s working interest in such oil and gas lease, and (b) with respect to any mineral fee interest of such Third Party, (i) the number of gross acres in the lands covered by such mineral fee interest, multiplied by (ii) the undivided percentage interest of such Third Party in oil, gas and other minerals in such lands.

“Total Initial Shipper Permitted Transfer Acres” means an amount equal to:

(a) 25,000 Net Acres plus or minus the Total Shipper Permitted Transfer Acres Adjustment (the quantity of Net Acres determined by this clause, the “Initial Bucket”); less

(b) the amount of Net Acres (i) divested by Initial Shipper (by sale, farmout, exchange or otherwise) from and after the Execution Date until the Initial Bucket Termination Date free of the dedication hereunder and/or (ii) that Initial Shipper does not operate and for which Initial Shipper has obtained a release under this Agreement pursuant to Section 2.6(a)(v) from and after the Execution Date until the Initial Bucket Termination Date; plus

(c) 200% multiplied by the amount of Category A Net Acres (i) acquired by the Initial Shipper (by purchase, farmin, exchange or otherwise) from and after the Execution Date through the tenth anniversary of the Execution Date that are subject to the dedication under this Agreement, (ii) that are otherwise dedicated by Initial Shipper under this Agreement from and after the Execution Date through the tenth anniversary of the Execution Date and/or (iii) that are included in a unit where the Initial Shipper is the operator of such unit and the Initial Shipper’s interest in such unit is included in the Dedicated Properties that are attributable to Third Parties (and such Initial Shipper Controls such Gas) and the initial well in such unit was drilled from and after the Execution Date through the tenth anniversary of the Execution Date; less

(d) 200% multiplied by the amount of Category A Net Acres (i) divested by Initial Shipper (by sale, farmout, exchange or otherwise) from and after the Initial Bucket Termination Date through the tenth anniversary of the Execution Date free of the dedication hereunder and/or (ii) that Initial Shipper does not operate and for which Initial Shipper has obtained a release under this Agreement pursuant to Section 2.6(a)(v) from and after the Initial Bucket Termination Date through the tenth anniversary of the Execution Date; plus

(e) the amount of Category B Net Acres (i) acquired by the Initial Shipper (by purchase, farmin, exchange or otherwise) from and after the Execution Date through the tenth anniversary of the Execution Date that are subject to the dedication under this Agreement, (ii) that are otherwise dedicated by Initial Shipper under this Agreement from and after the Execution Date through the tenth anniversary of the Execution Date and/or (iii) that are included in a unit where the Initial Shipper is the operator of such unit and the Initial Shipper’s interest in such unit is included in the Dedicated Properties that are attributable to Third Parties (and such Initial Shipper Controls such Gas) and the initial well in such unit was drilled from and after the Execution Date through the tenth anniversary of the Execution Date; less

(f) the amount of Category B Net Acres (i) divested by Initial Shipper (by sale, farmout, exchange or otherwise) from and after the Initial Bucket Termination Date through the tenth anniversary of the Execution Date free of the dedication hereunder and/or (ii) that Initial Shipper does not operate and for which Initial Shipper has obtained a release under this Agreement pursuant to Section 2.6(a)(v) from and after the Initial Bucket Termination Date through the tenth anniversary of the Execution Date; plus

(g) 50% multiplied by the amount of Category C Net Acres (i) acquired by the Initial Shipper (by purchase, farmin, exchange or otherwise) from and after the Execution Date through the tenth anniversary of the Execution Date that are subject to the dedication under this Agreement, (ii) that are otherwise dedicated by Initial Shipper under this Agreement from and after the Execution Date through the tenth anniversary of the Execution Date and/or (iii) that are included in a unit where the Initial Shipper is the operator of such unit and the Initial Shipper’s interest in such unit is included in the Dedicated Properties that are attributable to Third Parties (and such Initial Shipper Controls such Gas) and the initial well in such unit was drilled from and after the Execution Date through the tenth anniversary of the Execution Date; less

(h) 50% multiplied by the amount of Category C Net Acres (i) divested by Initial Shipper (by sale, farmout, exchange or otherwise) from and after the Initial Bucket Termination Date through the tenth anniversary of the Execution Date free of the dedication hereunder and/or (ii) that Initial Shipper does not operate and for which Initial Shipper has obtained a release under this Agreement pursuant to Section 2.6(a)(v) from and after the Initial Bucket Termination Date through the tenth anniversary of the Execution Date; plus

(i) the amount of Net Acres (i) acquired by the Initial Shipper (by purchase, farmin, exchange or otherwise) from and after the tenth anniversary of the Execution Date that are subject to the dedication under this Agreement, (ii) that are otherwise dedicated by Initial Shipper under this Agreement from and after the tenth anniversary of the Execution Date and/or (iii) that are included in a unit where the Initial Shipper is the operator of such unit and the Initial Shipper’s interest in such unit is included in the Dedicated Properties that are attributable to Third Parties (and such Initial Shipper Controls such Gas) and the initial well in such unit was drilled from and after the tenth anniversary of the Execution Date; less

(j) the amount of Net Acres (i) divested by Initial Shipper (by sale, farmout, exchange or otherwise) from and after the tenth anniversary of the Execution Date free of the dedication hereunder and/or (ii) that Initial Shipper does not operate and for which Initial Shipper has obtained a release under this Agreement pursuant to Section 2.6(a)(v) from and after the tenth anniversary of the Execution Date.

With respect to any Net Acres that are not Category A Net Acres, Category B Net Acres or Category C Net Acres, the dedication of such acreage hereunder or the release of such acreage from this Agreement shall not impact the calculation of Total Initial Shipper Permitted Transfer Acres. With respect to any Net Acres acquired or divested through an exchange, the inbound Net Acres shall be considered acreage acquired by Initial Shipper and the outbound Net Acres shall be considered acreage divested by Initial Shipper for purposes of the above calculation. With respect to any adjustment attributable to an acquisition by the Initial Shipper by purchase or farmin (and not, for the avoidance of doubt, by exchange), such adjustment shall be deemed not to increase the “Total Shipper Permitted Transfer Acres” until the six month anniversary of the consummation of such acquisition. For the avoidance of doubt, “Control” as used in each of clause (c)(iii), (e)(iii), g(iii) and (i)(iii) above in this definition of Total Initial Shipper Permitted Transfer Acres means Gatherer performs all Gathering Services with respect to any Dedicated Production in the applicable unit.

“Total Shipper Permitted Transfer Acres Adjustment” means any adjustment to the “Total Shipper Permitted Transfer Acres” that has occurred pursuant to the Original Agreement prior to the Execution Date. For purposes of such calculation, 50% of any acreage acquired, dedicated or divested by Shipper under the Original Agreement or by Noble Energy, Inc. under the Original Noble Agreement shall be considered to have been acquired, dedicated or divested by Shipper. For the avoidance of doubt, the exchange transaction between Initial Shipper and Noble Energy, Inc. that is being consummated on the Execution Date shall not impact the calculation of “Total Shipper Permitted Transfer Acres”.

“Well” means a well for the production of hydrocarbons in which Shipper owns an interest that is either producing or is intended to produce Dedicated Production.

“Well Pad” means the surface installation on which one or more Wells are located.

“Wet Gas” means Gas Tendered by Shipper hereunder that is directly delivered or will be delivered for NGL extraction.

“Wet Gas Gathering Fee” has the meaning given to it in Section 5.1(b)(ii).

“Year” means a period of time on and after January 1 of a calendar year through and including December 31 of the same calendar year; provided that the last Year shall commence on January 1 of the calendar year and end on the Day on which this Agreement terminates.

Section 1.2 Other Terms. Other capitalized terms used in this Agreement and not defined in Section 1.1 above have the meanings ascribed to them throughout this Agreement.

Section 1.3 References and Rules of Construction. All references in this Agreement to Exhibits, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Appendices, Articles, Sections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections and other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular Article, Section, subsection or other subdivision unless expressly so limited. The word “including” (in its various forms) means “including without limitation.” All references to “$” or “dollars” shall be deemed references to United States dollars. Each accounting term not defined herein will have the meaning given to it under generally accepted accounting principles. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. References to any Law means such Law as it may be amended from time to time. Unless indicated otherwise, references to any contract or agreement means such contract or agreement as amended from time to time.

Section 2.1 Shipper’s Dedication. Subject to the provisions of Section 2.3 through Section 2.7 and Article 14, Shipper:

(a) exclusively dedicates the Dedicated Properties and commits to deliver to Gatherer under this Agreement, as and when produced, all of the (i) Gas owned by Shipper or its Affiliates produced during the Term from the Dedicated Properties, (ii) Liquid Condensate owned by Shipper or its Affiliates produced during the Term from the Dedicated Properties and that are located in the PIA Area and/or the Majorsville Area (and not any other Dedicated Properties) and (iii) Gas owned by Shipper produced during the Term from the Legacy Wells;

(b) commits to deliver to Gatherer under this Agreement, as and when produced (i) all of the Third Party Gas under the Control of Shipper produced during the Term from lands covered by the Dedicated Properties, (ii) all of the Third Party Liquid Condensate under the Control of Shipper produced during the Term from lands covered by the Dedicated Properties that are located in the PIA Area and/or the Majorsville Area (and not any other Dedicated Properties) and (iii) all of the Third Party Gas under the Control of Shipper produced during the Term from the Legacy Wells; and

(c) except as provided in Section 3.6, agrees not to deliver any Dedicated Production to any other gatherer, purchaser or marketer or other Person prior to delivery to Gatherer at the Receipt Points.

(a) As of the Execution Date, the Initial Priority Two Dedicated Properties have been dedicated by Shipper as Priority Two Dedicated Properties. From time to time after the Execution Date, subject to Section 2.2(b), Shipper may designate its interests in oil and/or gas leases, mineral interests and other similar interests that are not ROFO Properties or Priority One Dedicated Properties as Priority Two Dedicated Properties. If Gatherer accepts such dedication (or is obligated to accept such designation pursuant to Section 2.2(b)), then subject to the provisions of Section 2.3 through Section 2.7 and Article 14, Shipper will be deemed to have (i) dedicated and committed to deliver to Gatherer under this Agreement, as and when produced, all of the Gas owned by Shipper thereafter produced during the Term from such Priority Two Dedicated Properties and (ii) committed to deliver to Gatherer under this Agreement, as and when produced, all of Third Party Gas under the Control of Shipper that is thereafter produced during the Term from the lands covered by such Priority Two Dedicated Properties.

(b) Without limiting the obligation of Shipper to offer ROFO Properties to Gatherer, if Shipper wishes to dedicate to Gatherer hereunder its interests in oil and/or gas leases, mineral interests and other similar interests that are not ROFO Properties or Priority One Dedicated Properties as Priority Two Dedicated Properties, then Shipper shall prepare in good faith and deliver to Gatherer a notice (a “Priority Two Notice”) setting forth (i) the oil and/or gas leases, mineral interests and other similar interests Shipper wishes to designate as Priority Two Dedicated Properties (the “Proposed Priority Two Properties”), (ii) the general location of such Proposed Priority Two Properties, (iii) a current production forecast for such Proposed Priority Two Properties, including the date on which production from such Proposed Priority Two Properties is anticipated to come online, and the locations of the planned wells on such Proposed Priority Two Properties, (iv) the proposed Gathering Services to be provided by Gatherer (the “Proposed Gathering Services”) and (v) proposed fees for such Services to be provided by Gatherer (collectively, the “Proposed Fee”). As soon as reasonably practicable, but in any event within 30 Days following receipt of a Priority Two Notice, Gatherer shall provide a written response to Shipper setting forth Gatherer’s election to accept or reject the dedication of such Proposed Priority Two Properties; provided, however, if the Proposed Fee would provide Gatherer at least the Target Return with respect to the Proposed Gathering Services, then Gatherer shall be obligated to accept the dedication of such Proposed Priority Two Properties and provide the Proposed Gathering Services with respect to the applicable Proposed Priority Two Properties at the applicable Proposed Fee. If Gatherer elects to reject the dedication of such Proposed Priority Two Properties for the Proposed Fee because the acceptance of such dedication would not provide Gatherer at least the Target Return, then Gatherer shall provide in such notice of rejection a calculation showing the anticipated return on the Subject Expenses Gatherer anticipates it would earn based on the Subject Expenses associated with the Proposed Gathering Services using the Proposed Fee and, within 30 Days following the receipt by Shipper of Gatherer’s rejection of the dedication of such Proposed Priority Two Properties, Shipper may deliver a revised Priority Two Notice including a revised Proposed Fee. If such revised Proposed Fee would provide Gatherer at least the Target Return, then Gatherer shall be obligated to accept the dedication of such Proposed Priority Two Properties and provide the Gathering Services set forth in the revised Priority Two Notice with respect to such Proposed Priority Two Properties at the revised Proposed Fee. For the avoidance of doubt, Gatherer shall not be obligated to accept any dedication of Proposed Priority Two Properties pursuant to this Section 2.2(b) if the provision of the Gathering Services set forth in a Priority Two Notice with respect to such Proposed Priority Two Properties would materially and adversely impact the provision of Gathering Services with respect to the Priority One Dedicated Production and/or the development of the Gathering System provided for in the then current Gathering System Plan.

Section 2.3 Third Party’s Dedication. Gatherer and Shipper may from time to time mutually agree to permit Third Parties to gather Dedicated Production; provided, however, that such mutual agreement will not result in any release of such Dedicated Production from dedication under this Agreement except to the extent the Parties expressly so agree.

Section 2.4 Conflicting Dedications. Notwithstanding anything in this Agreement to the contrary, Shipper shall have the right to comply with each of the Conflicting Dedications set forth in Exhibit G and any other Conflicting Dedication applicable as of the date of acquisition thereof to any oil and/or gas leases, mineral interests and other similar interests (a) acquired by Shipper after the Original Effective Date and (b) which have become subject to dedication under this Agreement (but not any entered into in connection with such acquisition); provided, however, that Shipper shall have the right to comply with the applicable Conflicting Dedication only until the first Day of the Month following the termination by Shipper of such Conflicting Dedication. As of the Execution Date, Shipper represents that, except as set forth in Exhibit G, Dedicated Production is not subject to any other Conflicting Dedication.

Section 2.5 Shipper’s Reservations. Shipper reserves the following rights respecting Dedicated Production for itself:

(a) to operate (or cause to be operated) Wells producing Dedicated Production in its sole discretion, including the right (but not the obligation) to drill new Wells, to repair and rework old Wells, temporarily shut in Wells, renew or extend, in whole or in part, any oil and gas lease or term mineral interest, and to cease production from or abandon any Well or surrender any such oil and gas lease, in whole or in part, when no longer deemed by Shipper to be capable of producing Gas or Liquid Condensate in paying quantities under normal methods of operation;

(b) to use Dedicated Production for lease operations (including reservoir or mine pressure maintenance), water treatment facility operations and mine operations (other than running of mine equipment) relating to the lands within the Dedication Area;

(c) to deliver or furnish to Shipper’s lessors and holders of other burdens on production with respect to such Dedicated Production as is required to satisfy the terms of the applicable oil and gas leases or other applicable instruments;

(d) the sole and exclusive right to process or arrange for the processing (including for purposes of liquids extraction) of such Dedicated Production (for the sake of clarity, Gatherer will have no right to process or arrange for processing of the Dedicated Production);

(e) to deliver or furnish Dedicated Production to end users if such end users receipt of such Dedicated Production is at a receipt point on Shipper’s gathering system prior to or at a designated Receipt Point;

(f) to pool, communitize or unitize Shipper’s or its Affiliates’ interests with respect to Dedicated Production; provided that Shipper’s share of Dedicated Production produced from such pooled, communitized or unitized interests shall be committed and dedicated pursuant to this Agreement;

(g) until the applicable Gathering System facilities are completed and ready for service, to temporarily connect Wells or Planned Wells into other gathering systems;

(h) (i) all Priority One Dedicated Liquid Condensate that is in excess of amount of Liquid Condensate with Priority One Service that is capable of being gathered, collected, stored and/or stabilized in the facilities comprising the Gathering System; (ii) all Priority One Dedicated Liquid Condensate and Priority Two Dedicated Liquid Condensate that is caught during flowback operations with respect to any Well or otherwise related to mechanical failures of liquid separation on the Well Pad and (iii) all Priority One Dedicated Liquid Condensate and Priority Two Dedicated Liquid Condensate that is extracted at the Well Pad as a result of the inability of the Gathering System to provide Condensate Services for such Priority One Dedicated Liquid Condensate and/or Priority Two Dedicated Liquid Condensate;

(i) all Liquid Condensate produced from the Dedicated Properties that is not Priority One Dedicated Liquid Condensate or Priority Two Dedicated Liquid Condensate; and

(j) all Gas and Liquid Condensate produced from those wells set forth on Exhibit J-1.

(a) Dedicated Production from Wells or Planned Wells on one or more Well Pads or Planned Well Pads, and the acreage in each Drilling Unit with respect to such Wells or Planned Wells, shall be permanently released from dedication under this Agreement, and Shipper (or Initial Shipper, as applicable, as indicated below) may deliver and commit such Dedicated Production to such other gatherer or gatherers as it shall determine:

(ii) except as provided in Section 3.1(f), upon written notice from Shipper, if Gatherer has failed to complete the facilities necessary to connect each Planned Well Pad and/or Planned Well to the Gathering System by On-Line Deadline as provided in Section 3.2;

(iii) except as provided in Section 3.1(f), upon written notice from Shipper, if Gatherer has failed to commence the Gathering Services with respect to any Planned Well Pad and/or Planned Wells by the On-Line Deadline as provided in Section 3.2;

(iv) upon written notice from Initial Shipper, if each of the following four conditions are satisfied:

(A) the first production from any Well or Planned Well on a Well Pad or Planned Well Pad has not occurred on or before the third (3^rd) anniversary of the Execution Date,

(B) at the time of such notice such Well Pad or Planned Well Pad is located more than three miles from the nearest then-existing connection to the Gathering System,

(C) a non-Affiliated Third Party gatherer offers a lower cost of service to connect such Well Pad or Planned Well Pad and deliver such Dedicated Production produced from such Wells or Planned Wells to the desired Delivery Point than Gatherer offers under this Agreement (and following such notice does enter into an agreement for the gathering of such Dedicated Production), and

(D) such Well Pads or Planned Well Pad and Wells or Planned Wells are located outside of the area served or to be served by the then existing Gathering System as reflected in the then-existing Gathering System Plan;

(v) upon written notice from Shipper, with respect to such Dedicated Production that is unitized or pooled with oil and gas leases or mineral interests of Third Parties, if none of Shipper or its Affiliates is the operator of such unit or pooled area at the time the applicable Well is drilled; or

(vi) if such Dedicated Properties are transferred by Initial Shipper free of the dedication as provided in Section 14.1(b).

(b) Gatherer shall also consider in good faith any proposal by Initial Shipper made from time to time to permanently release one or more of the Dedicated Properties and the production therefrom from the dedication under this Agreement if Initial Shipper reasonably believes that installing pipelines and equipment necessary to connect such Dedicated Properties to the Gathering System would be economically disadvantageous for Initial Shipper, considering all gathering alternatives.

(c) Shipper shall also consider in good faith any proposal by Gatherer made in its then-current Gathering System Plan to temporarily release one or more of the Dedicated Properties (limited to the applicable Well or Well Pad indicated in the applicable Gathering System Plan) and the production therefrom from the dedication under this Agreement (and exercise no other remedy available to Shipper under Section 3.2(d)) if Gatherer reasonably believes that installing pipelines and equipment necessary to connect such Dedicated Properties to the Gathering System would be economically disadvantageous for Gatherer. If, at any time after such temporary release, Shipper proposes to dedicate such Dedicated Properties and the production therefrom to another service provider based on a development plan that is consistent with or substantially similar to the Development Plan presented to Gatherer associated therewith, then such Dedicated Properties and the production therefrom shall be permanently released from the dedication under this Agreement. For the avoidance of doubt, any temporary or permanent release of Dedicated Properties pursuant to this Section 2.6(c) would not affect or reduce the Total Initial Shipper Permitted Transfer Acres.

(d) Dedicated Production may also be temporarily released from dedication under this Agreement as expressly provided in this Agreement, including in the event of (i) an unpermitted interruption as provided in Section 10.1(b) or (ii) an interruption or curtailment of receipts and deliveries as provided in Section 4.6(d).

(e) At the request of Shipper, the Parties shall execute a release reasonably acceptable to Shipper (which, in the case of a permanent release, shall be in recordable form) reflecting the release of particular Wells, Planned Wells and/or Drilling Units and associated acreage included in the Dedicated Properties from dedication under this Agreement in accordance with the provisions hereof.

Section 2.7 Covenant Running with the Land. Subject to the provisions of Section 2.3 through Section 2.6 and Article 14, the dedication and commitment made by Shipper under this Agreement is a covenant running with the Dedicated Properties. For the avoidance of doubt, except as set forth in Article 14, (a) in the event Shipper sells, transfers, conveys, assigns, grants or otherwise disposes of any or all of its interest in the Dedicated Properties, then any such sale, transfer, conveyance, assignment, grant or other disposition shall be expressly subject to this Agreement and (b) in the event Gatherer sells, transfers, conveys, assigns, grants or otherwise disposes of any or all of its interest in the Gathering System, then any such sale, transfer, conveyance, assignment, grant or other disposition shall be expressly subject to this Agreement.

Section 2.8 Memorandum. On the Execution Date, Shipper shall execute and deliver to Gatherer a fully recordable memorandum of this Agreement, substantially in the form of Exhibit D.

Section 3.1 Development Report; Gathering System Plan; Meetings and Review and Exchange of Planning Information.

(a) In connection with the Original Agreement, Shipper provided Gatherer with a Development Report describing in detail the planned development, drilling and production activities and the plant location, delivery points and anticipated peak volumes, in each case, relating to the Dedicated Properties through December 31, 2018, and describing generally the long-term drilling and production expectations for those project areas in which drilling activity is expected to continue beyond such date. On or before each March 31, each June 30, each September 30 and each December 31 of each Year following the Execution Date, commencing December 31, 2016, Shipper shall provide to Gatherer an update of the then current report describing (i) in detail the planned development, drilling and production activities relating to (A) the Priority One Dedicated Properties, (B) the Priority Two Dedicated Properties and (C) the ROFO Properties (including any Dedicated ROFO Properties), in each case, for the 24-Month period commencing on the date of such update and (ii) generally the long-term drilling and production expectations for those project areas in the Dedication Area and in the ROFO Area, in each case, in which drilling activity is expected to continue beyond such 24-Month period and which will cover at least the ten Years following the date of such update (the report existing as of the Execution Date, as updated in accordance with the foregoing and as the then current report may be amended from time to time, the “Development Report”).

(i) the Wells that Shipper expects will be drilled during the period covered thereby (each such Well reflected in such Development Report, a “Planned Well”);

(ii) each expected planned Well Pad (each such Well Pad reflected in such Development Report, a “Planned Well Pad”) and the expected locations thereof;

(iii) the earliest date on which one or more Wells at each Well Pad are expected to be completed and ready to be placed on-line, which date shall not be earlier than (A) with respect to a Planned Well in the Development Report that is effective as of the Execution Date, the date specified in such Development Report for such Planned Well and (B) with respect to any Planned Well that is not a Planned Well in the Development Report that is effective as of the Execution Date, 24 Months after the date of the Development Report that initially reflected such Planned Well Pad, unless Gatherer consents to a shorter time period (with respect to each such Planned Well Pad, as adjusted pursuant to Section 3.2(b), the “Target On-Line Date”);

(iv) the anticipated characteristics of the production from such Wells (including gas and liquids composition and characteristics) and the projected production volumes (for both Gas and Liquid Condensate) and requested production pressures for each Well Pad Receipt Point included in the Development Report;

(v) the Delivery Point(s) at which Gas produced from such Wells is to be re-delivered to Shipper;

(vi) any Priority Two Dedicated Properties or Dedicated ROFO Properties dedicated by Shipper in accordance with Section 2.2 or Section 4.10, as applicable; and

(vii) other information reasonably requested by Gatherer that is relevant to the design, construction, and operation of the Gathering System, the relevant Facility Segment, and the relevant Receipt Point facilities at such Well Pads, including any treating, processing, or liquids handling facilities required for such Gas to meet Delivery Point specifications.

Subject to Section 3.1(f), Shipper may deliver to Gatherer, from time to time, an amendment to any Development Report previously delivered to Gatherer in accordance with Section 3.1(a).

(c) Based on the Development Report and such other information about the expected development of the Dedicated Properties as shall be provided to Gatherer by or on behalf of Shipper, including as a result of meetings between representatives of Gatherer and Shipper, Gatherer shall develop and periodically update a Gathering System plan describing and/or depicting the Gathering System necessary to provide Gathering Services in accordance with the most recent Development Report, including in connection with Shipper’s planned development, drilling and production activities with respect to the Dedicated Properties. Such Gathering System plan (each such plan, as updated in accordance with the foregoing and as the then current plan may be amended from time to time, the “Gathering System Plan”) shall include information as to:

(i) each Facility Segment then existing and operational, under construction, or planned;

(ii) all Receipt Points and Delivery Points served or to be served by each such Facility Segment;

(iii) estimated gathering pressures for the 12 Month period beginning on the Target On-Line Date for each Planned Well Pad and existing producing Well Pad included in the Development Report;

(iv) all compression and dehydration facilities and other major physical facilities located or to be located on or within each such Facility Segment, together with their sizes, operating parameters, capacities, system pressures and other relevant specifications, which sizes, parameters, capacities and other relevant specifications shall be sufficient to (A) connect the Gathering System to the Receipt Points and Delivery Points for all Planned Well Pads and Planned Wells set forth in the most recent Development Report and (B) perform the Gathering Services for all Dedicated Production projected to be produced from the Dedicated Properties as contemplated by the most recent Development Report;

(v) the schedule for completing the permitting, construction and installation of the planned Facility Segments and all planned Receipt Points and Delivery Point facilities, in each case, for all Planned Well Pads and Planned Wells included in the most recent Development Report; and

(vi) the estimated budget amounts for the right of way acquisition and acquisition and/or construction and operations and installation of the planned Facility Segments and all planned Receipt Points and Delivery Point facilities, in each case, for all Planned Well Pads and Planned Wells included in the most recent Development Report.

Gatherer shall deliver the applicable Gathering System Plan (including any updated Gathering System Plan) to Shipper for Shipper’s approval (not to be unreasonably withheld or delayed) not later than 45 Days after Shipper’s delivery to Gatherer of the applicable Development Report or amendment thereto. The failure of Shipper to object by written notice to Gatherer, delivered within 30 Days of Shipper’s

receipt of the applicable Gathering System Plan, to any portion of a Gathering System Plan relating to (A) the installation and construction (or planned installation or construction) of any Facility Segment or other Gathering System facility or (B) the sizes, operating parameters, capacities and other relevant specifications of such facilities shall be deemed to be an approval by Shipper of such portion of such Gathering System Plan. Gatherer shall make representatives of Gatherer available to discuss the most recent Gathering System Plan from time to time with Shipper and its representatives at Shipper’s request.

(d) Shipper shall make representatives of Shipper available to discuss the most recent Development Report from time to time with Gatherer and its representatives at Gatherer’s request. Gatherer and its representatives shall have the right to meet not less frequently than Monthly with one or more representatives of Shipper. At all such meetings, the Parties shall exchange updated information about their respective plans for the development and expansion of the Dedicated Properties (including amendments to the Development Report) and the Gathering System (including amendments to the Gathering System Plan for Shipper’s approval) and shall have the opportunity to discuss and provide comments on the other Party’s plans.

(e) The Parties recognize that the plans for the development of the Dedicated Properties and the Gathering System set forth in the Development Report and the Gathering System Plan, as well as all information exchanged between the Parties regarding their intentions with respect to the development of the Dedicated Properties and the Gathering System, are subject to change and revision at any time at the discretion of Shipper (in the case of plans for the Dedicated Properties) or Gatherer (in the case of plans for the Gathering System, subject to Shipper’s approval rights set forth above and the revised Gathering System Plan reflecting the Gathering Services necessary to provide Gathering Services in accordance with the then most recent Development Report), and that such changes may impact the timing, configuration, and scope of the planned activities of the other Party.

(f) From time to time, Shipper may provide written notice to Gatherer that Shipper (i) has accelerated the Target On-Line Date for a Planned Well, (ii) anticipates the Target On-Line Date for a Planned Well to be earlier than 24 Months following the delivery of the Development Report in which such Planned Well was initially included or (iii) anticipates drilling a Well that has not been included in a Development Report and that has a Target On-Line Date earlier than 24 Months following the next delivery of a Development Report, other than any Well that is to be drilled on a Planned Well Pad that has been previously included in a Development Report (any such Well, an “Additional/Accelerated Well”). Gatherer will use its commercially reasonable efforts to modify the Gathering System Plan and to cause the necessary gathering facilities to be constructed prior to the On-Line Deadline for such Additional/Accelerated Well; provided that, for the avoidance of doubt, if Gatherer fails to complete the facilities necessary to connect an Additional/Accelerated Well to the Gathering System by the On-Line Deadline for such Additional/Accelerated Well, none of Section 2.6(a)(ii), Section 2.6(a)(iii) or Section 3.2(d) shall apply to such failure to connect such Additional/Accelerated Well to the Gathering System by the On-Line Deadline and there shall be no penalty to Gatherer hereunder.

(g) Notwithstanding anything herein to the contrary, nothing shall give rise to any liability of Shipper for any failure to develop or produce any hydrocarbons from the Dedicated Properties or to pursue or complete any drilling or development on the Dedicated Properties, whether or not envisioned in any Development Report.

(a) Gatherer shall, at its sole cost and expense, design, construct and operate and use its commercially reasonable efforts to optimize the Gathering System for the purpose of providing Gathering Services as and when needed to timely support the upstream development of the Dedicated Properties, and production of the Dedicated Production, all in accordance with this Section 3.2.

(b) Subject to Section 3.3, Gatherer shall by the later of the applicable Target On-Line Date and the date that the first Planned Well on a particular Planned Well Pad is ready for connection to the Gathering System (as may be extended pursuant to Section 3.2(c), the “On-Line Deadline”), (i) have completed or caused the completion of the construction, in accordance with the then current approved Gathering System Plan, of the necessary facilities (A) to connect each Planned Well Pad and Planned Wells to the Gathering System and (B) to connect the Gathering System to each planned Delivery Point for such Planned Well Pad and Planned Wells and (ii) be ready and able to commence Gathering Services with respect to Dedicated Production from each Planned Well on the Planned Well Pad.

(c) If and to the extent Gatherer is delayed in completing any such facilities or providing such services by a Force Majeure event, then the On-Line Deadline applicable thereto shall be extended for a period of time equal to that during which such obligations of Gatherer was delayed by such events; provided, however, that in the event of a Force Majeure described in sections (a) through (l) of the definition of Force Majeure such adjustment shall not exceed 180 Days.

(d) Except as provided in Section 3.1(f), if Gatherer fails to connect any such Planned Well or Planned Well Pad to the Gathering System and/or is not ready or is unable to provide Gathering Services for such Planned Well Pad and Planned Wells, in each case, on or before the applicable On-Line Deadline, then, subject to Shipper’s rights under Section 2.6(a)(ii) and Section 2.6(a)(iii), (i) Shipper shall have the right (but not the obligation) to complete those uncompleted facilities and forward invoices such Person receives with respect to such work to Gatherer for immediate payment and Gatherer will pay Shipper or reimburse to Shipper, if already paid by such Person, such invoices within two Business Days of Gatherer’s receipt of any such invoice and (ii) upon the commencement of the Gathering Services by Gatherer with respect to the Delayed Planned Wells the Fee for such Delayed Planned Wells will be zero for a number of Days equal to the number of Delayed Connection Days. Shipper may elect either (A) the reduction of the Fee and the right to complete those uncompleted facilities as set forth in this Section 3.2(d) or (B) the release under Section 2.6(a)(ii), Section 2.6(a)(iii), and Section 2.6(c) and no other remedy with respect to such Delayed Planned Wells shall be available to Shipper.

Section 3.3 Cooperation. Because of the interrelated nature of the actions of the Parties required to obtain the necessary permits and authorizations from the appropriate Governmental Authorities and the necessary consents, rights of way and other authorizations from other Persons necessary to drill and complete each Planned Well and construct the required extensions of the Gathering System to each Planned Well Pad, the Parties agree to work together in good faith to obtain such permits, authorizations, consents and rights of way as expeditiously as reasonably practicable, all as provided in this Agreement. The Parties further agree to cooperate with each other and to communicate regularly regarding their efforts to obtain such permits, authorizations, consents and rights of way. Upon request by Shipper, Gatherer shall promptly provide to Shipper copies of all state and federal permits and approvals obtained by Gatherer in order to construct any Facility Segment of the Gathering System.

Section 3.4 Compression. The Gathering System Plan will describe the compression facilities that will be constructed as part of the Gathering System as well as the maximum operating pressures of the gathering lines, which shall be subject to the approval of Shipper and no higher than the MAOP and other maximum operating parameters.

(a) Gatherer is responsible, at its sole cost, for the acquisition and maintenance of rights of way, surface use and/or surface access agreements necessary to construct, own and operate the Gathering System; provided that Shipper hereby grants to Gatherer, without warranty of title, either express or implied, to the extent that it may lawfully and is contractually permitted to do so without the incurrence of additional expense, an easement and right of way upon all lands covered by the Dedicated Properties for the purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting and removing all or any portion of the Gathering System, including all pipelines, meters and other equipment necessary for the performance by Gatherer of this Agreement.

(b) Shipper shall not have a duty to maintain in force and effect any underlying agreements (such as any lease, easement, or surface use agreement) that the grants of easements or rights of way by Shipper to Gatherer pursuant to Section 3.5(a) are based upon, and such grants of easements or rights of way will terminate if Shipper loses its rights to the applicable property, regardless of the reason for such loss of rights.

(c) Gatherer hereby grants to Shipper, without warranty of title, either express or implied, to the extent that it may lawfully and is contractually permitted to do so without the incurrence of additional expense, an easement and right of way upon all lands covered by the Gathering System. Gatherer shall not have a duty to maintain in force and effect any underlying agreements that the grants of easements or rights of way by Gatherer to Shipper pursuant to this Section 3.5(c) are based upon, and such grants of easements or rights of way will terminate if Gatherer loses its rights to the applicable property, regardless of the reason for such loss of rights.

(d) The exercise of the rights granted to a Party by the other Party pursuant to Section 3.5(a) and Section 3.5(c) shall not unreasonably interfere with such other Party’s operations or with the rights of owners in fee with respect to the applicable lands, and such rights will be exercise in material compliance with all applicable Laws and the safety and other reasonable access requirements of the granting Party.

(e) Each Party shall be responsible for any Losses caused by such Party’s use of its access rights pursuant to this Section 3.5. Subject to Section 3.5(b) and Section 3.5(c), each Party shall maintain all roads owned by that Party upon the Dedicated Properties as reasonably necessary for the other Party to access the Wells and its facilities located thereon; provided that the Party given access to such roads shall bear its proportionate share (based on use) of the costs of maintenance of such roads.

(a) Notwithstanding anything herein to the contrary, Shipper shall be permitted to blend Gas, subject to Section 3.6(d) below, by (i) changing the Receipt Point for any Gas to be Tendered by Shipper to Gatherer hereunder to another Receipt Point, (ii) taking Gas from the Gathering System at an Intermediate Delivery Point selected by Shipper and re-Tendering such Gas at another Receipt Point selected by Shipper or (iii) Tendering volumes of Third Party Gas (including coal bed methane Gas or other Gas) at (or near) any Tap. All Gas Tendered by Shipper to the Gathering System for blending shall be entitled to Priority One Service. In the event that Shipper takes volumes of Gas at an Intermediate Delivery Point and re-Tenders such volumes to the Gathering System at a different Receipt Point in the exercise of its blending rights hereunder, only one fee for such volumes will be due and owing (calculated based upon the volumes of such Gas Tendered by Shipper at the original Receipt Point(s)).

(b) In the event that Shipper Tenders volumes of coal bed methane or other Gas at (or near) any Tap under Section 3.6(a) (“Blending Gas”) and Gatherer is not required to perform any additional services with respect to such Gas, no fee will be due and owing by Shipper pursuant to Section 5.1 or otherwise for such Blending Gas. For the avoidance of doubt, the Fee will apply to any Blending Gas for which Gatherer performs Gathering Services.

(c) Any pipeline or gathering system that may be necessary in order for Shipper to Tender to the Gathering System Shipper owned or Controlled Gas solely for blending purposes will be constructed by Shipper or by a Third Party on behalf of Shipper at Shipper’s cost and expense and shall not constitute a portion of the Gathering System; provided that the Parties may separately agree, by an amendment to this Agreement, that Gatherer will build facilities to connect the Gathering System to wells to provide Shipper’s owned or Controlled Gas for blending purposes for a fee mutually agreeable by the Parties.

(d) For the avoidance of doubt, in the event that any blended Gas stream among Shipper and other shippers on any portion of the Gathering System that services Dry Gas does not meet the then current pipeline specifications of the Downstream Pipeline due to the quality of Shipper’s Gas, Gatherer and Shipper shall use commercially reasonable efforts to find a solution using existing infrastructure to blend any Gas, including residue gas from another system; provided that Gatherer will not be required to construct any new infrastructure or reduce existing throughput capacity to satisfy this requirement. Shipper acknowledges that any such new infrastructure or capacity reduction would comprise a new service not originally contemplated under this Agreement, and would require a mutually agreed-upon solution between the Parties.

Section 3.7 Liquid Condensate. Shipper shall be responsible for measuring and injecting into the Gathering System any Priority One Dedicated Liquid Condensate or Priority Two Dedicated Liquid Condensate at the applicable Receipt Point.

Section 3.8 Gatherer Reports. Gatherer shall provide Shipper with daily, monthly and yearly operational and production reports relating to the Gathering System and Dedicated Production Tendered by Shipper (such reports, “Gatherer Reports”). The Gatherer Reports shall include any Downtime Event relevant to the applicable time period covered by such Gatherer Report and shall also include a breakdown of the throughput amounts of Dedicated Production Tendered by Shipper applicable to (a) each Individual System and (b) each of the DevCo I Area, the DevCo II Area, the DevCo III Area and any area operated by OpCo at the time of the applicable Gatherer Report. The Gatherer Reports shall only include information applicable to Dedicated Production Tendered by Shipper and not any information related to other shippers on the Gathering System.

(a) All Priority One Dedicated Production Tendered by Shipper for delivery to the Gathering System shall be entitled to Priority One Service; provided, however, that with respect to Priority One Dedicated Production Tendered for delivery by Shipper to the Majorsville System, on or before the Shared Priority Deadline, only such Priority One Dedicated Production up to 122,000 MSCF on any Day shall be entitled to Priority One Service (the “Reservation Amount”) and any Priority One Dedicated Production delivered to the Majorsville System by Shipper in excess of such amount shall be entitled to Priority Two Service.

(b) Every six months following the Execution Date until the Shared Priority Deadline, Gatherer and Initial Shipper shall meet to discuss with “Initial Shipper” under the Noble Gas Gathering Agreement, and cooperate in good faith to determine, any changes to the Reservation Amount.

(c) All Priority Two Dedicated Production Tendered by Shipper for delivery to the Gathering System shall be entitled to Priority Two Service.

(d) In order to provide Third Party Gas or Third Party Liquid Condensate with Priority One Service, Priority Two Service or such other levels of service designated by Gatherer (so long as such service is not given higher priority than Priority One Service) with respect to the McQuay System or the Majorsville System, Gatherer shall make such a request in writing that shall include a request for an updated current forecast of throughput of Dedicated Production from Shipper. Shipper shall provide such updated current forecast in writing to Gatherer within 14 Business Days of delivery of Gather’s initial request. Gatherer shall deliver to Shipper an updated Gathering System Plan and related model, based on Shipper’s updated current forecast of throughput of Dedicated Production, that provides an average line pressure that is lower than the Target Pressure for a 12 Month period beginning upon the in service date of the modified system and permanently quarter to quarter thereafter. Within 14 Business Days of receipt of the updated Gathering System Plan and related model, Shipper shall either approve or deny in writing such Gatherer’s initial request, and in the case of denial, include an explanation in respect of such denial. Within 14 Business Days of receipt of Shipper’s denial and explanation, Gatherer may, but shall not be obligated to, modify and resubmit the Gathering System Plan and related model in response to Shipper’s reasoning for its denial. Shipper shall approve or deny in writing such Gatherer’s updated request within 14 Business Days, and in the case of a denial, Shipper shall include an explanation in respect of for such second denial. Shipper shall be deemed to have accepted any such request by Gatherer if Shipper fails to respond to any such request by the deadlines and in such detail as set forth in this Section 4.1(d).

(e) Other than with respect to the McQuay System or the Majorsville System, Gatherer shall be permitted to provide Third Party Gas or Third Party Liquid Condensate with Priority One Service, Priority Two Service or such other levels of service designated by Gatherer (so long as such service is not given higher priority than Priority One Service), in each case, in the Dedication Area; provided that Gatherer (i) provides an updated Gathering System Plan and related model, based on Shipper’s then-current forecasted throughput of Dedicated Production and the forecasts set forth in Shipper’s then-current Development Report, that provides an average line pressure that is lower than the Target Pressure for a 12 Month period beginning upon the in-service date of the modified system and permanently quarter to quarter thereafter and (ii) receives the prior written consent of Shipper, which consent may be withheld in Shipper’s sole discretion. Within 14 Business Days of receipt of the updated Gathering System Plan and related model, Shipper shall either approve or deny in writing such Gatherer’s initial request, and in the case of denial, include an explanation in respect of such denial. Within 14 Business Days of receipt of Shipper’s denial and explanation, Gatherer may, but shall not be obligated to, modify and resubmit the Gathering System Plan and related model in response to Shipper’s reasoning for its denial. Shipper shall approve or deny in writing such Gatherer’s updated request within 14 Business Days, and in the case of a denial, Shipper shall include an explanation in respect of for such second denial.

(f) Gatherer shall use commercially reasonable efforts to transfer Ninevah well pads set forth on Exhibit L from high pressure systems to low pressure systems when operationally feasible in order to optimize flow for the Initial Shippers and Gatherer. The order of the transfer shall be done in the order listed in Exhibit L.

Section 4.2 Governmental Action. The Parties intend and agree that all Gathering Services with respect to Dedicated Production provided to Shipper shall be provided with the priority specified in Section 4.1, and that Shipper (pro rata, based on volumes, with any other shipper on the Gathering System granted Priority One Service and/or Priority Two Service, as applicable) has the first priority call upon the capacity of the Gathering System for service to Shipper for its Dedicated Production for the Term. Notwithstanding the foregoing, in the event any Governmental Authority issues an order requiring

Gatherer to allocate capacity to another shipper, Gatherer shall do so by reducing Gas entitled to Interruptible Service first reducing Gas and Liquid Condensate entitled to Priority Two Service second and shall only curtail receipts of Gas and Liquid Condensate entitled to Priority One Service (which curtailment shall be done in accordance with Section 4.6) to the extent necessary to allocate such capacity to such other shipper, after complete curtailment of Interruptible Service and Priority Two Service. In such event Gatherer shall not be in breach or default of its obligations under this Agreement and shall have no liability to Shipper in connection with or resulting from any such curtailment; provided, however, that Gatherer shall, at Shipper’s request, release from dedication under this Agreement all of Shipper’s volumes interrupted or curtailed as the result of such allocation.

Section 4.3 Tender of Dedicated Production and Additional Production. Subject to Article 11 and all applicable Laws, each Day during the Term, Shipper shall Tender to the Gathering System at each applicable Receipt Point all of the Dedicated Production available to Shipper at such Receipt Point. Shipper shall have the right to Tender to Gatherer for Gathering Services under this Agreement Gas and/or Condensate other than Dedicated Production; provided that any such Gas and/or Condensate shall not be entitled to Priority One Service or Priority Two Service.

(a) Subject to the provisions of this Agreement and rights of all applicable Governmental Authorities, Gatherer shall (i) provide Gathering Services for all Shipper owned or Controlled Gas and Liquid Condensate constituting Dedicated Production that is Tendered to Gatherer at the applicable Receipt Point, (ii) re-deliver to Shipper or for the benefit of Shipper at the relevant Delivery Point (as designated by Shipper) such Gas (subject to Section 4.8 with respect to Drip Condensate) with an equivalent Thermal Content and hydrocarbon constituent composition, less the Thermal Content of Drip Condensate, such Gas consumed as Gathering System Fuel and Gathering System L&U allocated to Shipper in accordance with this Agreement, and (iii) cause the Gathering System to be able to flow such Gas and Liquid Condensate at volumes not less than the current capacity of the Gathering System.

(b) Gatherer agrees to construct, install, own and operate, at its sole cost, risk and expense, the Gathering System, including facilities required to connect to Receipt Points at each Well Pad as described in Section 3.2(b), and the facilities necessary to provide the Gathering Services contemplated in this Agreement in a good and workmanlike manner in accordance with standards customary in the industry. Except through the Fees for applicable Gathering Services pursuant to Section 5.1 or as otherwise expressly provided in this Agreement, Shipper shall have no responsibility for the cost of the Gathering System or any facilities constructed or to be constructed by Gatherer.

Section 4.5 Nominations, Scheduling, Balancing and Curtailment. Nominations, scheduling and balancing of Gas and Liquid Condensate available for, and interruptions and curtailment of, Gathering Services under this Agreement shall be performed in accordance with the applicable Operating Terms and Conditions set forth in Exhibit A.

(a) During any period when all or any portion of the Gathering System is shut down because of necessary maintenance or repairs or Force Majeure or because such shutdown is necessary to avoid injury or harm to Persons or property, to the environment or to the integrity of the Gathering System, receipts of Shipper’s Gas and/or Liquid Condensate and the Gas and/or Liquid Condensate of other shippers may be curtailed as set forth in Section 1.7 of Exhibit A. Subject to Section 5.2(b), in such cases Gatherer shall have no liability to Shipper, except to the extent such shut down is caused by the negligence, gross negligence or willful misconduct of Gatherer; provided that Gatherer shall have no liability for any special, indirect, or consequential damages.

(b) Gatherer shall have the right to curtail or interrupt receipts and deliveries of Gas and Liquid Condensate for brief periods to perform necessary maintenance of and repairs or modifications (including modifications required to perform its obligations under this Agreement) to the Gathering System; provided, however, that Gatherer shall coordinate its maintenance, repair and modification operations with the operations of Shipper and, in any case, schedule maintenance, repair and modification operations so as to avoid or minimize to the greatest extent possible service curtailments or interruptions. Gatherer shall provide Shipper (i) with 30 Days prior notice of any upcoming normal and routine maintenance, repair and modification projects that Gatherer has planned that would result in a curtailment or interruption of Shipper’s deliveries and the estimated time period for such curtailment or interruption and (ii) with six Months prior notice of any maintenance (A) of which Gatherer has knowledge at least six Months in advance and (B) that is anticipated to result in a curtailment or interruption of Shipper’s deliveries for five or more consecutive Days.

(c) It is specifically understood by Shipper that operations and activities on facilities upstream or downstream of the Gathering System beyond Gatherer’s control may impact operations on the Gathering System, and the Parties agree that Gatherer shall have no liability therefor.

(d) If at any time Gatherer interrupts or curtails receipts and deliveries of Gas pursuant to this Section 4.6 for a period of 5 consecutive Days or for more than 7 Days during any consecutive two week period, then at Shipper’s written request, the affected volumes of Gas shall be temporarily released from dedication to this Agreement for a period commencing as of the date of such request and ending as of the first Day of the Month 30 Days following Shipper’s receipt of notice from Gatherer that such receipts and deliveries are no longer interrupted or curtailed.

Section 4.7 Gas Marketing and Transportation. As between the Parties, Shipper shall be solely responsible, and shall make all necessary arrangements at and downstream of the Delivery Points, for the receipt, further transportation, processing and marketing of Shipper’s owned and Controlled Gas (subject, however, to the provisions of Section 4.8 with respect to Condensate).

Section 4.8 Condensate Marketing. Gatherer shall market and sell Shipper’s Priority One Dedicated Liquid Condensate and Priority Two Dedicated Liquid Condensate delivered to a Receipt Point to a non-Affiliated Third Party f.o.b. at the applicable Downstream Condensate Storage Tank(s) at the prevailing market prices at such location; provided, however, upon prior notification to and receipt of written consent by Shipper, Gatherer may elect to transport the Priority One Dedicated Liquid Condensate and Priority Two Dedicated Liquid Condensate from the applicable Downstream Condensate Storage Tank(s) and sell such Priority One Dedicated Liquid Condensate and Priority Two Dedicated Liquid Condensate to a non-Affiliated Third Party at a location away from such Downstream Condensate Storage Tank(s) at the prevailing market prices at such location. Upon prior notification to and receipt of written consent by Shipper, Gatherer may deliver Shipper’s Priority One Dedicated Liquid Condensate and Priority Two Dedicated Liquid Condensate into a NGL Y-grade pipeline or a crude oil or condensate pipeline from any Downstream Condensate Storage Tank(s), and in such case, Gatherer will re-deliver Shipper’s Priority One Dedicated Liquid Condensate and Priority Two Dedicated Liquid Condensate to the respective pipeline for Shipper’s account and Shipper will market and sell Shipper’s Priority One Dedicated Liquid Condensate and Priority Two Dedicated Liquid Condensate. No sale of Shipper’s Priority One Dedicated Liquid Condensate and Priority Two Dedicated Liquid Condensate shall be made by Gatherer to any Affiliate of Gatherer without Shipper’s prior written consent. Notwithstanding the forgoing, upon 60 Days prior notice to Gatherer, Shipper may elect for Gatherer to deliver Shipper’s Priority One Dedicated Liquid Condensate and Priority Two Dedicated Liquid Condensate (after

stabilization, if applicable) at the applicable Delivery Point(s) for the account of Shipper and Shipper may market and sell such Priority One Dedicated Liquid Condensate and Priority Two Dedicated Liquid Condensate itself.

Section 4.9 No Prior Flow of Gas in Interstate Commerce. Shipper covenants that at the time of Tender, none of the Gas or Condensate delivered at a Receipt Point hereunder has flowed in interstate commerce.

(a) Promptly after determining that Shipper expects to undertake or participate in any development, drilling and production activities on the ROFO Properties (unless such ROFO Properties are covered by a Conflicting Dedication) that has not been included in a Development Report, Shipper must deliver a notice of such planned development, drilling and production activities, including the information required to be provided in a Development Report set forth in Section 3.1(b)(i) through Section 3.1(b)(vi) (each, a “ROFO Notice”).

(b) Gatherer shall have 45 Days following receipt of a Development Report or a ROFO Notice to make an offer to Shipper to provide Gathering Services with respect to some or all of the ROFO Properties covered in such Development Report or ROFO Notice (the “Subject ROFO Properties”). If Gatherer elects to make an offer, Gatherer shall, on or before 45 days following Gatherer’s receipt of a Development Report or a ROFO Notice, deliver to Shipper a notice (the “ROFO Offer”) setting forth: (i) the proposed Fees for the Gathering Services to be provided; (ii) the existing operations, under construction or planned Facility Segments needed to provide Gathering Services to the Subject ROFO Properties; (iii) the schedule for completing the construction and installation of the planned Facility Segments and all planned Receipt Points and Delivery Point facilities, in each case, for the planned well pads and wells included in the ROFO Offer; and (iv) the estimated budget amounts for the construction and installation of the planned Facility Segments and all planned Receipt Points and Delivery Point facilities, in each case, for the planned well pads and wells included in the ROFO Offer.

(c) Within 30 Days following receipt of Gatherer’s ROFO Offer, Shipper shall notify Gatherer whether or not it accepts Gatherer’s ROFO Offer; provided that the failure of Shipper to timely notify Gatherer of its acceptance of Gatherer’s ROFO Offer shall be deemed a rejection by Shipper of such ROFO Offer. For the avoidance of doubt, Shipper shall be under no obligation to accept any ROFO Offer from Gatherer.

(d) If Shipper accepts a ROFO Offer (such ROFO Properties described in an accepted ROFO Offer, the “Dedicated ROFO Properties”), then (i) Shipper will be deemed to have (A) dedicated and committed to deliver to Gatherer under this Agreement, as and when produced all of the Gas and/or Liquid Condensate, as applicable, owned by Shipper thereafter produced during the Term from Dedicated ROFO Properties and (B) committed to deliver to Gatherer under this Agreement, as and when produced, all of Third Party Gas and/or Liquid Condensate, as applicable, under the Control of Shipper that is thereafter produced during the Term from the lands covered by such Dedicated ROFO Properties and (ii) the Parties will amend this Agreement to incorporate the terms set forth in the accepted ROFO Offer.

(a) With respect to Shipper’s Priority One Dedicated Gas, Shipper shall pay Gatherer each Month in accordance with the terms of this Agreement, for all Gathering Services provided by Gatherer with respect to Shipper’s owned or Controlled Dry Gas received by Gatherer from Shipper or for Shipper’s account during such Month, an amount equal to the product of (i) the aggregate quantity of such Dry Gas (other than Gas used for Gathering System Fuel), stated in MMBtus, received by Gatherer from Shipper or for Shipper’s account at the applicable Receipt Points for such Dry Gas during such Month multiplied by (ii) $0.41 (the “Dry Gas Gathering Fee”).

(b) With respect to Shipper’s Priority One Dedicated Gas, Shipper shall pay Gatherer each Month in accordance with the terms of this Agreement, for all Gathering Services provided by Gatherer with respect to Shipper’s owned or Controlled Wet Gas received by Gatherer from Shipper or for Shipper’s account during such Month, an amount equal to the product of the following:

(i) with respect to Shipper’s owned or Controlled Wet Gas produced from the PIA Area: (A) the aggregate quantity of such Wet Gas (other than Gas used for Gathering System Fuel), stated in MMBtus, received by Gatherer from Shipper or for Shipper’s account at the applicable Receipt Points for such Wet Gas during such Month multiplied by (B) $0.282 (the “PIA Wet Gas Gathering Fee”); and

(ii) with respect to Shipper’s owned or Controlled Wet Gas produced from the Dedication Area other than PIA Area: (A) the aggregate quantity of such Wet Gas (other than Gas used for Gathering System Fuel), stated in MMBtus, received by Gatherer from Shipper or for Shipper’s account at the applicable Receipt Points for such Wet Gas during such Month multiplied by (B) $0.564 (the “Other Areas Wet Gas Gathering Fee” and together with the PIA Wet Gas Gathering Fee, the “Wet Gas Gathering Fee”).

(c) Shipper shall pay Gatherer each Month in accordance with the terms of this Agreement, for all Gathering Services provided by Gatherer with respect to Shipper’s Priority One Dedicated Liquid Condensate Tendered by Shipper hereunder and allocated to Shipper in accordance with this Agreement during such Month, an amount equal to the following:

(i) with respect to Shipper’s Priority One Dedicated Liquid Condensate produced from the Majorsville Area, the product of (A) the aggregate quantity of such allocated Priority One Dedicated Liquid Condensate, stated in Barrels, received by Gatherer from Shipper or for Shipper’s account at the applicable Receipt Points for such Priority One Dedicated Liquid Condensate during such Month multiplied by (B) $5.125 (the “Majorsville Condensate Gathering Fee”); and

(ii) with respect to Shipper’s Priority One Dedicated Liquid Condensate produced from the PIA Area, the product of (A) the aggregate quantity of such allocated Priority One Dedicated Liquid Condensate, stated in Barrels, received by Gatherer from Shipper or for Shipper’s account at the applicable Receipt Points for such Priority One Dedicated Liquid Condensate during such Month multiplied by (B) $0.00 (the “PIA Condensate Gathering Fee” and, together with the Majorsville Condensate Gathering Fee, the “Condensate Gathering Fees”).

(d) With respect to gas attributable to the Initial Priority Two Dedicated Properties, the fees set forth on Exhibit B-2 (the “Priority Two Existing Gathering Fees”).

(e) For the avoidance of doubt, the Parties acknowledge that there is no separate fee chargeable by Gatherer hereunder for Gathering Services with respect to Drip Condensate and that the fees chargeable by Gatherer hereunder for Gas (including Dry Gas and Wet Gas) are sufficient to compensate Gatherer for Gathering Services with respect to Drip Condensate.

(a) As of January 1 of each Year (commencing as of January 1, 2017), each of the Fees will be increased by an amount equal to the sum of the then applicable fee as of the preceding Month plus the product of the Annual Escalation Factor multiplied by such fee.

(b) If there has been a Downtime Event, such Downtime Event was not a result of Shipper’s production being in excess of the production forecast in the Development Report on which the Gathering System or Individual System, as applicable, was based, and such Downtime Event caused (i) the Downtime Percentage for the Gathering System during any calendar quarter to be greater than 4% during such calendar quarter; (ii) the Downtime Percentage for any Individual System during any calendar quarter to be greater than 10% during such calendar quarter or (iii) the Downtime Percentage for any Individual System during any two consecutive calendar quarters to be greater than 6% during such two consecutive calendar quarters, then in any such case, the Dry Gas Gathering Fee and the Wet Gas Gathering Fee shall be reduced as set forth in Exhibit I-1. For the avoidance of doubt, only the highest penalty set forth on Exhibit I-1 shall be applicable to a Downtime Event.

(c) Gatherer shall use its commercially reasonable efforts to maintain the Daily arithmetic average operating pressure of the system pressures at the Target Pressure without the use of pressure regulation of Shipper’s production or without limiting Shipper’s flow below the production forecast in the applicable Development Report, subject in each case to the curtailment procedures under this Agreement, including Article VI of this Agreement and Section 1.7 of the Operating Terms. Except in the event of Force Majeure, if, during any calendar quarter, (i) the Daily arithmetic average operating pressure of an Individual System exceeds the pressure set forth in the design documents for the applicable Individual System in the applicable, approved Gathering System Plan (the “Target Pressure”) for such Individual System, (ii) such increase is not a result of Shipper’s production being in excess of the production forecast in the applicable Development Report and (iii) Gatherer has sufficient production data available to confirm that the increased pressure is not a result of Shipper’s increased production, then the Dry Gas Gathering Fee and the Wet Gas Gathering Fee with respect to such Individual System shall be reduced based on the calculation of the Pressure Overage Percentage, as set forth in Exhibit I-2 for each Month during such calendar quarter.

(d) Subject to Gatherer’s consent (such consent not to be unreasonably withheld), to the extent that there is an option between fuel sources at any Fuel Point, prior to the beginning of each Month (the “Month of Service”), Shipper may request the fuel source for such Fuel Point with respect to the Gathering Services to be provided to Shipper at such Fuel Point during such Month of Service. If Shipper requests electricity as the fuel source for such Fuel Point with respect to the Gathering Services being provided to Shipper at such Fuel Point for such Month of Service, then each of the Dry Gas Gathering Fee and the Wet Gas Gathering Fee for such Month of Service shall be increased by the Compression Charge applicable to such Month of Service.

(e) The Parties acknowledge that (i) Shipper owns that certain facility in Rogersville, Pennsylvania (the “Greenhill Facility”) that is located near Gatherer’s facility in Rogersville, Pennsylvania (the “McQuay Facility”), (ii) production being transported by Gatherer may flow through the Greenhill Facility, and (iii) certain of Shipper’s production that is not Dedicated Production may flow through the McQuay Facility (such production that is capable of flowing through the McQuay Facility, the “Other Production”). For the avoidance of doubt, Other Production is not Dedicated Production and shall not be entitled to Priority One Service. Within 30 Days following the end of each Month, Shipper

shall provide to Gatherer a statement setting forth (A) the volumes, stated in MMBtu, of Other Production produced during such Month (the “Monthly Other Production”) and (B) the volumes, stated in MMBtu, of production that were delivered at the tailgate of the Greenhill Facility during such Month (the “Greenhill Delivered Production”). If the Greenhill Delivered Production exceeds the Monthly Other Production, then Gatherer shall pay Shipper an amount equal to the product of (1) the difference between the Greenhill Delivered Production and the Monthly Other Production, stated in MMBtu, multiplied by (2) the applicable Fee. If the Monthly Other Production exceeds the Greenhill Delivered Production, then Shipper shall pay Gatherer an amount equal to the product of (x) such volumes, stated in MMBtu, of the difference between the Monthly Other Production and the Greenhill Delivered Production multiplied by (y) the applicable Fee.

Section 5.3 Fee Reset. As soon as practical following a Rate Reset Trigger, Gatherer shall provide written notice to Shipper of such Rate Reset Trigger. On or before September 1 of each Year (commencing with September 1, 2017) and/or within 30 Days following receipt from Gatherer of notice of a Rate Reset Trigger, Shipper shall provide to Gatherer an updated production forecast for each Year for the following ten Years based on the good faith estimates of Shipper based on the best information reasonably available at the time. Within 45 Days following receipt of Shipper’s updated production forecasts, Gatherer shall prepare and deliver to Shipper (a) an updated Fee Model that replaces projected costs, throughput, revenue and other data in the Fee Model with actual data and includes projected costs and production forecasts for future Years based on estimates developed by Gatherer and (b) revised Fees that have been determined by Gatherer’s management team (taking into account, among other things, the updated Fee Model, return on invested capital and recovery of operating and overhead costs) and approved by Gatherer’s board of directors. For the avoidance of doubt, Gatherer’s board of directors may take into account any factors it deems relevant to determining the revised Fees, including Shipper’s drilling economics to ensure drilling by Shipper on the Dedication Area. If Shipper and Gatherer cannot agree on the revised Fees within 45 Days following Gatherer’s delivery of the updated Fee Model and revised Fees, the Fees in effect prior to the Rate Reset Trigger will remain in effect.

Section 5.4 Condensate. Except as provided for in Section 4.8, whereby Shipper elects to market and sell all or any portion of Shipper’s Condensate, Gatherer shall pay Shipper, each Month, an amount equal to product of the Net Condensate Price for such Month multiplied by the number of allocated Barrels of Condensate received by Gatherer from Shipper or for Shipper’s account at the Receipt Points.

Section 5.5 Excess Gathering System L&U. If, during any Month, Gathering System L&U allocated to Shipper in accordance with this Agreement exceeds 1.5% of the total quantities of Shipper’s owned or Controlled Gas delivered to the Gathering System in such Month by Shipper, then Gatherer will conduct a field-wide meter balance (or recalibration, gas sampling, leak surveys, field-wide meter balance, as appropriate). Gatherer shall provide Shipper with prior notice of, and reasonable access to observe, any such field-wide meter balance. Commencing with the fourth (4^th) consecutive Month period, and continuing for each consecutive Month thereafter, that the Gathering System L&U allocated to Shipper in accordance with this Agreement exceeds 2.5% of the total quantities of Shipper’s owned or Controlled Gas delivered to the Gathering System in such Month by Shipper and such discrepancy cannot be corrected by a field-wide meter balance, Gatherer shall pay Shipper in respect of such excess an amount equal to (a) the volume of such excess multiplied by (b) the price received for Shipper’s Gas in the prior Month.

(a) Gatherer shall measure the Gas used for Gathering System Fuel and shall only use Gas as Gathering System Fuel for the operation of the Gathering System consistent with a reasonably prudent

operator’s use of Gas as Gathering System Fuel for the operation of the Gathering System. If, during any Month, Gathering System Fuel exceeds the amount a reasonably prudent operator would use as fuel for the Gathering System, then Gatherer shall pay Shipper in respect of such excess that is allocated to Shipper in accordance this Agreement an amount equal to (a) the volume of such excess allocated to Shipper in accordance this Agreement multiplied by (b) the prices received for Shipper’s Gas in the prior Month.

(b) If Shipper and Gatherer cannot agree on the amount a reasonably prudent operator would use as fuel for the Gathering System, then either Party may notify the other of its request to have an Industry Expert determine such amount (the Party to give such a notice, the “Notifying Party”, and the recipient of such a notice, the “Receiving Party”). Upon the receipt of such a request for an Industry Expert determination from the Notifying Party, the Notifying Party and Receiving Party shall confer in good faith for up to five Business Days to agree on the selection of an Industry Expert to determine the amount a reasonably prudent operator would use as fuel for the Gathering System. If the Parties are unable to agree upon the selection of an Industry Expert within such five Business Day period, then each of the Notifying Party and Receiving Party will select an Industry Expert and the two Industry Experts so selected will select a Person to serve as the Industry Expert. Following such selection of an Industry Expert, each Party shall present to the Industry Expert a written statement of its position on the amount a reasonably prudent operator would use as fuel for the Gathering System (including its methodology for calculating such amount) not later than 30 Days after the selection of such Industry Expert. The Industry Expert may, within 30 Days after its receipt of such statements, request such additional information from either or both Parties as the Industry Expert may deem reasonably necessary or desirable for purposes of making its determination. Each Party agrees to promptly provide the Industry Expert with all information so requested of it. The Industry Expert shall be instructed to determine and submit to the Parties its decision regarding the amount a reasonably prudent operator would use as fuel for the Gathering System. The decision of the Industry Expert shall be conclusive, binding upon, and non-appealable by the Parties. The costs and expenses of the Industry Expert shall be shared equally by the Parties.

Section 6.1 Quality Specifications. Subject to Section 6.2 below, all Gas and Liquid Condensate delivered at the Receipt Points by Shipper to Gatherer shall meet the applicable quality specifications set forth in Section 1.1 of the Operating Terms. Provided that Shipper’s Gas delivered to the Receipt Points complies with such quality specifications or otherwise complies with the first sentence of Section 6.2, all Gas and Condensate re-delivered at the Delivery Points by Gatherer to Shipper shall meet the quality specifications applicable at the relevant Delivery Points. The Parties recognize and agree that all Gas gathered by Gatherer through the Gathering System will be commingled with other Gas shipments (including in connection with Shipper’s exercise of its blending rights hereunder) and, subject to Gatherer’s obligation to re-deliver to Shipper at the Delivery Points Gas that satisfies the applicable quality specifications of the Delivery Points, (a) such Gas shall be subject to such changes in quality, composition and other characteristics as may result from such commingling, and (b) Gatherer shall have no other obligation to Shipper associated with changes in quality of Gas as the result of such commingling. Gatherer will not receive any Gas on the Gathering System, other than Gas owned or Controlled by Shipper, that does not meet applicable tariff requirements (subject to any waivers in place) with respect to the Delivery Point for such Gas.

Section 6.2 Failure to Meet Specifications. If any Gas (other than Gas used by Shipper for blending or blended) Tendered by Shipper to the Gathering System fails at any time to conform to the applicable specifications, then Gatherer will have the right to immediately discontinue receipt of such non-conforming Gas so long as such Gas continues to be non-conforming; provided that (a) the applicable

meter operator will seek quality waivers from Downstream Pipelines, (b) Gatherer shall use commercially reasonable efforts to blend and commingle such Gas with other Gas in the Gathering System so that it meets the applicable specifications, and (c) if such Gas cannot be brought into compliance with such blending, then Gatherer will continue to accept and re-deliver such Gas to the Delivery Points that will accept such non-conforming Gas as long as (i) no harm is done to the Gathering System, (ii) no harm is done to other shippers or their Gas, and (iii) other shippers are not prevented from nominating Gas to their preferred Delivery Point. In any event, Shipper will undertake commercially reasonable measures to eliminate the cause of such non-conformance.

Section 6.3 Pressure. Shipper shall Tender or cause to be Tendered Gas and Priority One Dedicated Liquid Condensate to each applicable Receipt Point at sufficient pressure to enter the Gathering System against its operating pressure, but not in excess of the maximum operating pressure set forth in the design documents for the applicable Facility Segment contained in the applicable, approved Gathering System Plan (which such maximum operating pressure shall be sufficient to permit such Gas and Priority One Dedicated Liquid Condensate to enter the Gathering System and the facilities of the Processing Plants, Downstream Pipelines or Downstream Condensate Storage Tanks (as applicable) but not higher than the MAOP of the Downstream Pipelines or other facilities). Shipper shall have the obligation to ensure that Gas and Priority One Dedicated Liquid Condensate is prevented from entering the Gathering System at pressures in excess of such maximum operating pressure, and Gatherer shall have the right to restrict or relieve the flow of Gas and Priority One Dedicated Liquid Condensate into the Gathering System to protect the Gathering System from over pressuring. Gatherer shall not change such maximum operating pressures without prior written notification to Shipper. Gatherer shall install, own, operate and maintain compression facilities sufficient to deliver Shipper’s owned and Controlled Gas and Priority One Dedicated Liquid Condensate into the applicable Delivery Points. Re-deliveries of Gas and Priority One Dedicated Liquid Condensate by Gatherer to or for the account of Shipper at the applicable Delivery Points shall be at such pressures as may exist from time to time in the Gathering System at the applicable Delivery Point. Gatherer’s obligation to re-deliver Gas and Priority One Dedicated Liquid Condensate to a given Delivery Point shall be subject to the operational limitations of the Processing Plant or Downstream Pipelines (as applicable) receiving such Gas or Priority One Dedicated Liquid Condensate (as applicable), including the Processing Plant’s or Downstream Pipeline’s capacity, Gas measurement capability, operating pressures and any operational balancing agreements as may be applicable.

Section 7.1 Term. This Agreement shall remain in effect through September 30, 2034 (the “Initial Term”) and thereafter on a year to year basis until terminated by Gatherer or Shipper effective upon the expiration of the Initial Term or the expiration of any year thereafter upon written notice no less than 180 Days prior to the expiration of the Initial Term or the expiration of any year thereafter (such period of time, the “Term”).

Section 7.2 Effect of Termination or Expiration of the Term. Upon the end of the Term, this Agreement shall forthwith become void and the Parties shall have no liability or obligation under this Agreement, except that (a) the termination of this Agreement shall not relieve any Party from any expense, liability or other obligation or remedy therefor which has accrued or attached prior to the date of such termination, and (b) the provisions of Section 13.2 through Section 13.5 shall survive such termination and remain in full force and effect indefinitely.

Section 8.1 Title. A nomination of Gas by Shipper shall be deemed a warranty of title to such Gas (including any Drip Condensate attributable to such Gas) by Shipper, or a warranty of the good right in Shipper to deliver such Gas for gathering under this Agreement. Priority One Dedicated Liquid Condensate injected by Shipper at the applicable Receipt Point(s) shall be deemed a warranty of title to such injected Priority One Dedicated Liquid Condensate by Shipper, or a warranty of the good right in Shipper to deliver such injected Priority One Dedicated Liquid Condensate for gathering under this Agreement. By nominating Gas (including any Drip Condensate attributable to such Gas) and/or by injecting Priority One Dedicated Liquid Condensate at Receipt Point(s), Shipper also agrees to indemnify, defend and hold Gatherer harmless from any and all Losses resulting from any claims by a Third Party of title or rights to such Gas or Priority One Dedicated Liquid Condensate, other than any claims arising out of Gatherer’s breach of its warranty made in the succeeding sentence of this Section 8.1. By receiving Gas from Shipper at the Receipt Points or receiving Priority One Dedicated Liquid Condensate injected by Shipper at Receipt Point(s), Gatherer (a) warrants to Shipper that Gatherer has the good right to accept and re-deliver such Gas and/or Priority One Dedicated Liquid Condensate received from Shipper under this Agreement free and clear of any title disputes, liens or encumbrances arising by, through or under Gatherer, and (b) agrees to indemnify, defend and hold Shipper harmless from any and all Losses resulting from title disputes, liens or encumbrances arising by, through or under Gatherer.

Section 8.2 Custody. From and after Shipper’s delivery of its owned or Controlled Gas to Gatherer at the Receipt Point(s) or injection of its owned or Controlled Liquid Condensate at the Receipt Point(s), and, subject to Section 3.6 and Section 4.8, until Gatherer’s re-delivery of such Gas and/or such Liquid Condensate to or for Shipper’s account at the applicable Delivery Point(s), as between the Parties, Gatherer shall have custody and control of such Gas and/or Liquid Condensate. In all other circumstances, as between the Parties, Shipper shall be deemed to have custody and control of such Gas and/or Liquid Condensate.

Section 9.1 Statements. As soon as practicable after the end of each Month but in no event later than ten Business Days following the end of such Month (the “Statement Deadline”), Gatherer will render to Shipper an invoice for all amounts owed for Gathering Services and any other amounts as may be due under this Agreement during the preceding Month, net of the amounts payable by Gatherer in respect of (a) Condensate in accordance with Section 5.4, (b) excess Gathering System L&U in accordance with Section 5.5, (c) the use of excess Gathering System Fuel in accordance with Section 5.6 and (d) any other amounts payable by Gatherer to Shipper under this Agreement. Such invoice will include (i) for Gas, the product of (A) the measured volumes of Gas (other than Drip Condensate) in MSCF multiplied by (B) the Gross Heating Value of such Gas and expressed in MMBtus and (ii) for Liquid Condensate and Drip Condensate (if applicable), the measured volumes stated in Barrels, in each case, received and delivered by Gatherer and will be in detail sufficient for Shipper to identify the particular services rendered and the basis for such charges. If actual measurements of volumes of Gas and/or Liquid Condensate are not available by the Statement Deadline, then, on or after such Statement Deadline, Gatherer may prepare and submit its invoice based on Gatherer’s good faith estimate of the volumes of Gas and/or Liquid Condensate received in such Month. If Gatherer submits an invoice based on estimated volumes, Gatherer shall prepare and submit to Shipper an invoice based on actual measurements on or before the close of business of the 45th Day (or if such 45th Day is not a Business Day, on the following Business Day) after the applicable Month of delivery of Gas and/or Liquid Condensate. Gatherer’s invoices shall include information reasonably sufficient to explain and support any estimates and charges reflected therein, the reconciliation of any estimates made in a prior Month to any actual measurements, and any adjustments to prior period volumes and quantities.

(a) Unless otherwise agreed by the Parties, all invoices under this Agreement shall be due and payable in accordance with each invoice’s instructions on or before the later of the 25th Day of each Month and the 10th Day after receipt of the invoice or, if such Day is not a Business Day, then on the next Business Day. All payments by Shipper under this Agreement shall be made by electronic funds transfer to the account designated by Gatherer. Any amounts not paid by the due date that are not disputed in accordance with Section 9.2(b) will be deemed delinquent and will accrue interest at the Interest Rate, such interest to be calculated from and including the due date but excluding the date the undisputed delinquent amount is paid in full. In addition to Section 9.2(b), Shipper may, in good faith, dispute the correctness of any invoice or any adjustment to an invoice rendered under this Agreement or request an adjustment of any invoice for any arithmetic or computational error within 24 Months following the end of the Year of the date the invoice, or adjustment to an invoice, was rendered and previous payment of any such amounts shall not be deemed to be a waiver of the payor’s right to later dispute the invoice in accordance with this Section 9.2(a). Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment.

(b) If Shipper, in good faith, disputes the amount of any invoice of Gatherer, Shipper will pay Gatherer such amount, if any, that is not in dispute and shall provide Gatherer notice, no later than within 30 Days after the date that payment of such invoice would be due under Section 9.2(a), of the disputed amount accompanied by documentation to support the disputed amount. If the Parties are unable to resolve such dispute, such dispute may be resolved in accordance with Section 15.7 of this Agreement. Upon resolution of the dispute, any required payment shall be made within 15 Days of such resolution, along with interest accrued at the Interest Rate from and including the due date but excluding the date paid.

Section 9.3 Audit. Each Party or any Third Party representative of a Party has the right, at its sole expense and during normal working hours, to examine the records of the other Party to the extent reasonably necessary to verify the accuracy of any statement, charge or computation made pursuant to the provisions of this Agreement. The scope of such examination will be limited to the previous 24 Months following the end of the Year in which such notice of audit, statement, charge or computation was presented. No more than one audit shall take place during any Year. If any such examination reveals any inaccuracy in any statement or charge, the necessary adjustments in such statement or charge and the payments necessitated thereby shall be made within 60 Days of resolution of the inaccuracy. This provision of this Agreement will survive any termination of this Agreement for the later of (a) a period of 24 Months from the end of the Year in which the date of such termination occurred or (b) until a dispute initiated within the 24 Month period is finally resolved, in each case for the purpose of such statement and payment objections.

(a) If Shipper fails to pay any invoice rendered pursuant to Section 9.2 and such failure is not remedied within 20 Business Days of written notice of such failure to Shipper by Gatherer, Gatherer shall have the right to suspend performance under this Agreement until such amount, including interest at the Interest Rate, is paid.

(b) In the event a Party fails to perform or comply with any material warranty, covenant or obligation contained in this Agreement (other than as provided in Section 10.1(a)), and such failure has not been remedied within 45 Days after receipt of written notice from the other Party of such failure, then the non-defaulting Party shall have the right to suspend its performance under this Agreement. If Shipper elects to suspend performance as the result of Gatherer’s uncured default, then (i) Shipper’s Dedicated Production shall be deemed to be temporarily released from the terms of this Agreement during the period of such suspension of performance and (ii) in the event of an interruption in the receipt or delivery of Shipper’s owned or Controlled Gas or Liquid Condensate and/or the provision by Gatherer of the Gathering Services hereunder, that lasts for 45 Days or longer and such interruption is a result of Gatherer’s uncured default, then Shipper may elect to permanently release from dedication under this Agreement the Dedicated Production from Wells affected by such interruption and their respective Drilling Units.

Section 10.2 No Election. In the event of a default by a Party under this Agreement, the other Party shall be entitled in its sole discretion to pursue one or more of the remedies set forth in this Agreement, or such other remedy as may be available to it under this Agreement, at Law or in equity, subject, however, to the limitations set forth in Article 13. No election of remedies shall be required or implied as the result of a Party’s decision to avail itself of a remedy under this Agreement.

Section 11.1 Force Majeure. If either Gatherer or Shipper is rendered unable by an event of Force Majeure to carry out, in whole or part, its obligations under this Agreement and such Party gives notice and reasonably full details of the event to the other Party as soon as practicable after the occurrence of the event, then, during the pendency of such Force Majeure, but only during that period, the obligations of the Party affected by the event shall be canceled or suspended, as applicable, to the extent required; provided, however, that notwithstanding anything in the foregoing to the contrary, neither Party shall be relieved from any indemnification obligation or any obligation to make payments, as the result of Force Majeure, regardless of which Party is affected. The Party affected by Force Majeure shall use commercially reasonable efforts to remedy the Force Majeure condition with all reasonable dispatch, shall give notice to the other Party of the termination of the Force Majeure, and shall resume performance of any suspended obligation promptly after termination of such Force Majeure.

Section 11.2 Force Majeure Definition. For purposes of this Agreement, “Force Majeure” means an event that is not within the reasonable control of the Party claiming suspension (the “Claiming Party”), and that by the exercise of due diligence the Claiming Party is unable to avoid or overcome in a reasonable manner. To the extent meeting the foregoing requirements, Force Majeure includes, but is not restricted to: (a) acts of God; (b) wars (declared or undeclared); (c) insurrections, hostilities, riots; (d) floods, fires, storms, storm warnings, landslides, lightning, earthquakes, washouts; (e) industrial disturbances, acts of a public enemy, acts of terror, sabotage, blockades, epidemics; (f) arrests and restraints of rulers and peoples; (g) civil disturbances; (h) explosions, breakage or accidents to machinery or lines of pipe; (i) hydrate obstruction or blockages of any kind of lines of pipe; (j) freezing of wells or delivery facilities, partial or entire failure of wells, and other events beyond the reasonable control of Shipper that affect the timing of production or production levels; (k) mining accidents, subsidence, subsidence mitigation, cave-ins and fires; (l) action or restraint by court order or public or Governmental Authority (so long as the Claiming Party has not applied for or assisted in the application for, and has opposed where and to the extent reasonable, such action or restraint); (m) delays or failures by a Governmental Authority to grant permits, licenses or other similar consents applicable to the Gathering System so long as Gatherer has used its commercially reasonable efforts to make any required filings with such Governmental Authority relating to such permits, licenses or other similar consents; and (n) delays

or failures by Gatherer to obtain easements and rights of way, surface leases and other real property interests related to the Gathering System from Third Parties, so long as Gatherer has used its commercially reasonable efforts to obtain such easements and rights of way, surface leases and other real property interests. The failure of a Claiming Party to settle or prevent a strike or other labor dispute with employees shall not be considered to be a matter within such Claiming Party’s control.

Section 12.1 Non-Jurisdictional Gathering System. This Agreement is subject to all valid present and future Laws, regulations, rules and orders of Governmental Authorities now or hereafter having jurisdiction over the Parties, this Agreement or the services performed or the facilities utilized under this Agreement. Gatherer shall not permit the Gathering System to become subject to the jurisdiction of any Governmental Authority that may at any time take any action whereby the Gathering Services will be subject to terms, conditions, restraints or regulations, including taxes, rate or price control, or ceilings or open access requirements that materially differ from the terms and conditions set forth in this Agreement. It is the intent of the Parties that the rates and terms and conditions established by any Governmental Authority having jurisdiction shall not alter the rates or terms and conditions set forth in this Agreement, and the Parties agree to vigorously defend and support in good faith the enforceability of the rates and terms and conditions of this Agreement.

Section 12.2 Government Authority Modification. Notwithstanding the provisions of Section 12.1, if any Governmental Authority having jurisdiction modifies the rates or terms and conditions set forth in this Agreement, then (in addition to any other remedy available to Shipper at Law or in equity):

(a) the Parties hereby agree to negotiate in good faith to enter into such amendments to this Agreement and/or a separate arrangement in order to give effect, to the greatest extent possible, to the rates and other terms and conditions set forth in this Agreement; and

(b) in the event that the Parties are not successful in accomplishing the objectives set forth in (a) above such that Shipper is not in substantially the same economic position as it was prior to any such regulation, then Shipper may terminate this Agreement upon the delivery of written notice of termination to Gatherer.

Section 13.1 Custody and Control Indemnity. EXCEPT FOR LOSSES COVERED BY THE INDEMNITIES IN SECTION 8.1, THE PARTY HAVING CUSTODY AND CONTROL OF GAS AND LIQUID CONDENSATE UNDER THE TERMS OF SECTION 8.2 SHALL BE RESPONSIBLE FOR AND SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY AND SUCH OTHER PARTY’S GROUP FROM AND AGAINST EACH OF THE FOLLOWING: (A) ANY LOSSES ASSOCIATED WITH ANY PHYSICAL LOSS OF SUCH GAS AND LIQUID CONDENSATE (OTHER THAN, SUBJECT TO SECTION 5.6 AND SECTION 5.7, GATHERING SYSTEM L&U AND GATHERING SYSTEM FUEL), INCLUDING, THE VALUE OF SUCH LOST GAS AND LIQUID CONDENSATE, AND (B) ANY DAMAGES RESULTING FROM THE RELEASE OF ANY SUCH GAS OR LIQUID CONDENSATE, IN EACH CASE, EVEN IF SUCH LOSSES OR DAMAGES ARISE AS A RESULT OF THE STRICT LIABILITY OR NEGLIGENCE (JOINT, SEVERAL, ACTIVE, PASSIVE, SOLE, OR CONCURRENT) OF THE INDEMNIFIED PERSON OR A MEMBER OF SUCH INDEMNIFIED PERSON’S GROUP, EXCEPT TO THE EXTENT THAT SUCH LOSSES OR DAMAGES ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PERSON OR A MEMBER OF SUCH INDEMNIFIED PERSON’S GROUP.

Section 13.2 Shipper Indemnification. SUBJECT TO SECTION 13.1, SHIPPER AGREES TO AND SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS GATHERER, AND GATHERER’S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARENT, AFFILIATES AND SUBSIDIARIES, (ALL OF THE FOREGOING, THE “GATHERER GROUP”) FROM AND AGAINST ALL LOSSES WHICH IN ANY WAY RESULT FROM ANY OF THE FOLLOWING: (A) THE OWNERSHIP, DESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION OF SHIPPER’S FACILITIES, EVEN IF SUCH LOSSES ARISE AS A RESULT OF THE STRICT LIABILITY OR NEGLIGENCE (JOINT, SEVERAL, ACTIVE, PASSIVE, SOLE, OR CONCURRENT) OF GATHERER OR A MEMBER OF GATHERER’S GROUP, EXCEPT TO THE EXTENT THAT SUCH LOSSES OR DAMAGES ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF GATHERER OR A MEMBER OF GATHERER’S GROUP OR (B) ANY MATERIAL BREACH OF THIS AGREEMENT BY SHIPPER.

Section 13.3 Gatherer Indemnification. SUBJECT TO SECTION 13.1, GATHERER AGREES TO AND SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS SHIPPER, AND SHIPPER’S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARENT, AFFILIATES AND SUBSIDIARIES, (ALL OF THE FOREGOING, THE “SHIPPER GROUP”) FROM AND AGAINST ALL LOSSES WHICH IN ANY WAY RESULT FROM ANY OF THE FOLLOWING: (A) THE OWNERSHIP, DESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION OF THE GATHERING SYSTEM, EVEN IF SUCH LOSSES ARISE AS A RESULT OF THE STRICT LIABILITY OR NEGLIGENCE (JOINT, SEVERAL, ACTIVE, PASSIVE, SOLE, OR CONCURRENT) OF SHIPPER OR A MEMBER OF SHIPPER’S GROUP, EXCEPT TO THE EXTENT THAT SUCH LOSSES OR DAMAGES ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SHIPPER OR A MEMBER OF SHIPPER’S GROUP OR (B) ANY MATERIAL BREACH OF THIS AGREEMENT BY GATHERER.

Section 13.4 Actual Direct Damages. A PARTY’S DAMAGES RESULTING FROM A BREACH OR VIOLATION OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR CONDITION CONTAINED IN THIS AGREEMENT OR ANY ACT OR OMISSION ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES AND SHALL NOT INCLUDE ANY OTHER LOSS OR DAMAGE, INCLUDING INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, PRODUCTION, OR REVENUES, AND EACH PARTY EXPRESSLY RELEASES THE OTHER PARTY FROM ALL SUCH CLAIMS FOR LOSS OR DAMAGE OTHER THAN ACTUAL DIRECT DAMAGES; PROVIDED THAT LIMITATION TO DIRECT DAMAGES ONLY SHALL NOT APPLY TO ANY DAMAGE, CLAIM OR LOSS ASSERTED BY OR AWARDED TO THIRD PARTIES AGAINST A PARTY AND FOR WHICH THE OTHER PARTY WOULD OTHERWISE BE RESPONSIBLE UNDER THIS ARTICLE 13.

Section 13.5 Penalties. Except for instances of negligence or willful misconduct by Gatherer, Shipper shall release, indemnify, defend and hold Gatherer harmless from any scheduling penalties or Monthly balancing provisions imposed by a Processing Plant, Downstream Pipeline or Third Party Downstream Condensate Storage Tank in any transportation contracts or service agreements associated with, or related to, Shipper’s owned or Controlled Gas, including any penalties imposed pursuant to the Downstream Pipeline’s tariff, or which may be caused by OFO’s, or by PDA’s or other pipeline allocation methods, or by unscheduled production, or by unauthorized production.

Section 13.6 Insurance. The Parties shall carry and maintain no less than the insurance coverage set forth in Exhibit E.

(a) Except as specifically otherwise provided in this Agreement, neither Party shall have the right to assign its rights and obligations under this Agreement (in whole or in part) to another Person except with the prior written consent of the other Party, which consent may be withheld at such Party’s sole discretion. Notwithstanding the foregoing,

(i) Shipper may assign its rights and obligations under this Agreement to any Person to whom Shipper assigns or transfers an interest in any of the Dedicated Properties, insofar as this Agreement relates to such Dedicated Properties, without the consent of Gatherer; provided that (A) such Person assumes the obligations of Shipper under this Agreement insofar as it relates to such Dedicated Properties, (B) if such assignment or transfer is made to an Affiliate of Shipper, Shipper shall not be released from any of its obligations under this Agreement, (C) if such transfer or assignment is to a Person that is not an Affiliate of Shipper, Shipper shall be released from its obligations under this Agreement with respect to the Dedicated Properties so assigned, and (D) except in the case where original Shipper hereunder assigns or transfers all of its interests in the Dedicated Properties to another Person, no assignee of Shipper’s interest in any Dedicated Properties will be entitled to exercise the original Shipper’s rights under Section 14.1(b) and such rights shall remain with the original Shipper; and

(ii) Gatherer may assign its rights and obligations under this Agreement to any Controlled Affiliate (an “Affiliate Gatherer”) insofar and only insofar as this Agreement relates to the Dedicated Properties for which such Affiliate Gatherer will be providing Gathering Services (such Dedicated Properties, the “Affiliate Gatherer Dedicated Properties”); provided that if Gatherer assigns certain of its rights and obligations under this Agreement to an Affiliate Gatherer, Gatherer shall not be released from any of its obligations under this Agreement; provided further, that in lieu of assigning this Agreement, Shipper and Affiliate Gatherer may enter into a separate gathering agreement applicable to the Affiliate Gatherer Dedicated Properties that is substantially similar to this Agreement.

(b) Notwithstanding anything in this Agreement to the contrary, Initial Shipper may assign Dedicated Properties free of the terms, conditions and obligations of this Agreement in a transaction where such assignment, farmout or other transfer of Dedicated Properties would not cause the amount of Dedicated Properties assigned pursuant to this Section 14.1(b) during the Term of this Agreement, on an aggregate basis, to exceed the then current Total Initial Shipper Permitted Transfer Acres; provided that Initial Shipper may not assign any Dedicated Properties free of the terms, conditions and obligations of this Agreement to a Person who would be considered an Affiliate of Shipper but for clause (b) in the definition of “Affiliate”.

(c) Notwithstanding anything in this Agreement to the contrary, Shipper may assign ROFO Properties that are not Dedicated ROFO Properties free of the terms, conditions and obligations of this Agreement.

(d) Shipper shall give Gatherer notice of any assignment of this Agreement and/or Dedicated Properties within 30 Days after the date of execution of such permitted assignment. This Agreement shall

be binding upon and (except as otherwise provided in Section 14.1(a)(i)(D)), inure to the benefit of the respective permitted successors and assigns of the Parties. Any attempted assignment made without compliance with the provisions set forth in this Section 14.1 shall be null and void ab initio.

(e) Any release of any of the Dedicated Properties from dedication under this Agreement pursuant to Section 2.6 shall not constitute an assignment or transfer of such Dedicated Properties for the purposes of this Article 14.

Section 14.2 Pre-Approved Assignment. Either Party shall have the right without the prior consent of the other to (a) mortgage, pledge, encumber or otherwise impress a lien or security interest upon its rights and interest in and to this Agreement and (b) make a transfer pursuant to any security interest arrangement described in (a) above, including any judicial or non-judicial foreclosure and any assignment from the holder of such security interest to another Person.

Section 14.3 Change of Control. Except as expressly provided in Section 14.1, nothing in this Article 14 shall prevent Shipper’s members or owners from transferring their respective interests (whether equity or otherwise and whether in whole or in part) in Shipper. It is agreed that each member or owner of Shipper shall have the right to assign and transfer such member’s or owner’s interests (whether equity or otherwise and whether in whole or in part) in Shipper without restriction contained in this Agreement.

Section 15.1 Relationship of the Parties. The rights, duties, obligations and liabilities of the Parties under this Agreement shall be individual, not joint or collective. It is not the intention of the Parties to create, nor shall this Agreement be deemed or construed to create, a partnership, joint venture or association or a trust. This Agreement shall not be deemed or construed to authorize any Party to act as an agent, servant or employee for any other Party for any purpose whatsoever except as explicitly set forth in this Agreement. In their relations with each other under this Agreement, the Parties shall not be considered fiduciaries.

Section 15.2 Notices. All notices and communications required or permitted to be given under this Agreement shall be sufficient in all respects if given in writing and delivered personally, or sent by bonded overnight courier, or mailed by U.S. Express Mail or by certified or registered United States Mail with all postage fully prepaid or by electronic mail with a PDF of the notice or other communication attached (provided that any such electronic mail is confirmed either by written confirmation or U.S. Express Mail), in each case, addressed to the appropriate Person at the address for such Person shown in Exhibit C. Any notice given in accordance herewith shall be deemed to have been given when (a) delivered to the addressee in person or by courier, (b) transmitted by electronic communications during normal business hours, or if transmitted after normal business hours, on the next Business Day, or (c) upon actual receipt by the addressee after such notice has either been delivered to an overnight courier or deposited in the United States Mail if received during normal business hours, or if not received during normal business hours, then on the next Business Day, as the case may be. Any Person may change their contact information for notice by giving notice to the other Parties in the manner provided in this Section 15.2.

Section 15.3 Expenses. Except as otherwise specifically provided, all fees, costs and expenses incurred by the Parties in negotiating this Agreement shall be paid by the Party incurring the same, including legal and accounting fees, costs and expenses.

Section 15.4 Waivers; Rights Cumulative. Any of the terms, covenants, or conditions hereof may be waived only by a written instrument executed by or on behalf of the Party waiving compliance. No course of dealing on the part of any Party, or their respective officers, employees, agents, or representatives, nor any failure by a Party to exercise any of its rights under this Agreement shall operate as a waiver thereof or affect in any way the right of such Party at a later time to enforce the performance of such provision. No waiver by any Party of any condition, or any breach of any term or covenant contained in this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of any breach of any other term or covenant. The rights of the Parties under this Agreement shall be cumulative, and the exercise or partial exercise of any such right shall not preclude the exercise of any other right.

Section 15.5 Entire Agreement; Conflicts. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES PERTAINING TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS, UNDERSTANDINGS, NEGOTIATIONS, AND DISCUSSIONS, WHETHER ORAL OR WRITTEN, OF THE PARTIES PERTAINING TO THE SUBJECT MATTER HEREOF. THERE ARE NO WARRANTIES, REPRESENTATIONS, OR OTHER AGREEMENTS AMONG THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, INCLUDING THE EXHIBITS HERETO, AND NO PARTY SHALL BE BOUND BY OR LIABLE FOR ANY ALLEGED REPRESENTATION, PROMISE, INDUCEMENT, OR STATEMENTS OF INTENTION NOT SO SET FORTH.

Section 15.6 Amendment. This Agreement may be amended only by an instrument in writing executed by the Parties and expressly identified as an amendment or modification.

Section 15.7 Governing Law; Disputes. THIS AGREEMENT AND THE LEGAL RELATIONS AMONG THE PARTIES SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT MIGHT REFER CONSTRUCTION OF SUCH PROVISIONS TO THE LAWS OF ANOTHER JURISDICTION. ALL OF THE PARTIES HERETO CONSENT TO THE EXERCISE OF JURISDICTION IN PERSONAM BY THE UNITED STATES FEDERAL DISTRICT COURTS LOCATED IN THE STATE OF PENNSYLVANIA FOR ANY ACTION ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. ALL ACTIONS OR PROCEEDINGS WITH RESPECT TO, ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED TO, OR FROM THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY SHALL BE EXCLUSIVELY LITIGATED IN THE UNITED STATES FEDERAL DISTRICT COURTS HAVING SITES IN PITTSBURGH, PENNSYLVANIA (AND ALL APPELLATE COURTS HAVING JURISDICTION THERE OVER). EACH PARTY HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Section 15.8 Parties in Interest. Nothing in this Agreement shall entitle any Person other than the Parties to any claim, cause of action, remedy or right of any kind.

Section 15.9 Preparation of Agreement. Both Parties and their respective counsel participated in the preparation of this Agreement. In the event of any ambiguity in this Agreement, no presumption shall arise based on the identity of the draftsman of this Agreement.

Section 15.10 Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any adverse manner to any Party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

Section 15.11 Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute for all purposes one agreement. Any signature hereto delivered by a Party by electronic mail shall be deemed an original signature hereto.

Section 15.12 Confidentiality. All geophysical, geological, production or completion data (other than data routinely publicly disclosed by other oil and gas producers) provided by Shipper to Gatherer in connection with this Agreement, all information included in any Development Report, any other information related to Shipper’s projected production volumes and all information included in any Gatherer Report shall be kept confidential by Gatherer unless the release of such information to a Third Party is agreed upon by the Parties or is required by Law. Any permitted release of information must have the prior written consent of Shipper hereto and said Third Party must agree in writing to be bound by the provisions of this Section 15.12. Nothing in this Agreement shall prohibit Gatherer from disclosing whatever information in such manner as may be (i) permitted pursuant to (x) that certain Access, Observation and Audit Agreement by and between Noble Energy, Inc. and CNNX, dated as of the Execution Date, (y) that certain First Amended and Restated Operational Services Agreement, by and between CNX Gas Company LLC and CNNX, dated as of the Execution Date, and (z) that certain First Amended and Restated Master Cooperation Agreement by and between CNX Gas Company LLC, Noble Energy, Inc., CNNX, OpCo, DevCo I LP, DevCo II LP, and DevCo III LP, dated as of the Execution Date (collectively, the “Access, Operation and Cooperation Agreements”) and (ii) required by statute, rule or regulation, including the rules or regulations of any stock exchange on which any securities of Gatherer or any Affiliates are traded; nor shall any Party be prohibited by the terms hereof from disclosing information acquired under this Agreement to any financial institution or investors providing or proposing financing to Gatherer. Notwithstanding the foregoing, but subject to the Access, Operation and Cooperation Agreements, in no event shall any information related to geophysical, geological, production or completion data provided by Shipper to Gatherer in connection with this Agreement, any information included in any Development Report, any other information related to Shipper’s projected production volumes or any information included in any Gatherer Report be used by any member of Gatherer Group (other than Shipper, if Shipper is a member of Gatherer Group) for any other purpose other than providing the Gathering Services to Shipper, developing the Gathering System Plan and operating the Gathering System, in each case pursuant to and in connection with this Agreement. Gatherer shall establish reasonable procedures to ensure that such information is not disclosed or otherwise used in connection with any other purpose pursuant to this Section 15.12, including for the planning of any development, drilling or production activities or for the acquisition, transfer, exchange or divestment of any interest in oil and/or gas leases, mineral interests or other similar interests, in each case, by any member of Gatherer Group (other than Shipper, if Shipper is a member of Gatherer Group).

Section 15.13 Adequate Assurances. (a) If (i) Shipper fails to pay according to the provisions hereof and such failure continues for a period of five Business Days after written notice of such failure is provided to Shipper or (ii) Gatherer has reasonable grounds for insecurity regarding the performance by Shipper of any obligation under this Agreement, then Gatherer, by notice to Shipper, may, singularly or in combination with any other rights it may have, demand Adequate Assurance of Performance from

Shipper. (b) If Shipper makes an assignment to a Third Party (herein, the “Assignee”) pursuant to Section 14.1(a)(i)(C) and Gatherer has reasonable grounds for insecurity regarding the performance by such Assignee (including but not limited to insecurity arising from the credit rating of such Assignee), then Gatherer may, singularly or in combination with any other rights it may have, demand Adequate Assurance of Performance from such Assignee as a condition to providing Gathering Services hereunder to such Assignee. “Adequate Assurance of Performance” means, (x) with respect to any Shipper requested to provide Adequate Assurance of Performance pursuant to Section 15.13(a): (i) advance payment in cash by Shipper to Gatherer for the Gathering Services to be provided under this Agreement in the following three (3) Months or (ii) delivery to Gatherer by Shipper of an irrevocable standby letter of credit or a performance bond, in form and substance reasonably acceptable to Gatherer, issued by a Creditworthy Person, in an amount equal to not less than the aggregate proceeds due from Shipper under Section 9.2 for the prior three-Month period and (y) with respect to any Assignee requested to provide Adequate Assurance of Performance pursuant to Section 15.13(b), the Assignee’s delivery to Gatherer of an advance payment in cash, an irrevocable standby letter of credit or a performance bond, in each case, in an amount determined to be commercially reasonable based on the creditworthiness of the Assignee (such cash, letter of credit or bond to be received substantially concurrently with the closing of the applicable assignment). Promptly following the termination of the condition giving rise to Gatherer’s reasonable grounds for insecurity or payment in full of amounts outstanding, as applicable, Gatherer shall release to Shipper the cash, letter of credit, bond or other assurance provided by Shipper (including any accumulated interest, if applicable, and less any amounts actually applied to cover Shipper’s obligations hereunder) (for the avoidance of doubt, this sentence applies to both Persons who were Shippers at the time collateral was requested and to Persons who were Assignees at the time collateral was requested). Notwithstanding the foregoing, this Section 15.13 shall not apply if Shipper is an Initial Shipper.

Section 15.14 Further Assurances. By December 30, 2016, and within 60 days of the end of each successive calendar quarter during the Term, Shipper shall provide its written calculation of Total Initial Shipper Transfer Acres to Gatherer as of (i) the Execution Date, with respect to the first such calculation and (ii) the end of such calendar quarter, with respect to each successive calculation, which shall include sufficient detail as is reasonably satisfactory to Gatherer to support such calculation. Notwithstanding anything in Section 9.3 to the contrary, Gatherer has the right, at its sole expense and during normal working hours, to examine (or to cause its representative to examine) the records of Shipper to the extent reasonably necessary to verify the accuracy of any such quarterly statement and calculation.

Section 15.15 Amendment and Restatement of Original Agreement. Shipper, Gatherer and CNNX agree and acknowledge that the Original Agreement is hereby amended and restated in its entirety and replaced and superseded by this Agreement effective for all purposes as of the Execution Date. CNNX hereby agrees and acknowledges that CNNX no longer has any interest in the Original Agreement and has no direct interest in, or rights and obligations under, this Agreement.

Section 15.16 Joint and Several Liability. Each of the Persons comprising Gatherer under this Agreement shall be severally and not jointly liable for all obligations of Gatherer under and pursuant to this Agreement; provided that with respect to obligations of Gatherer that are not specific to such Gatherer’s geographic area (i.e., (a) with respect to the DevCo I Area, DevCo I LP, (b) with respect to the DevCo II Area, DevCo II LP, (c) with respect to the DevCo III Area, DevCo III LP and (d) with respect to (i) the ROFO Area, OpCo), each of the Persons comprising Gatherer under this Agreement shall be shall be jointly and severally liable for all such obligations of Gatherer under and pursuant to this Agreement.

Section 16.1 Terms and Conditions. Gatherer’s Operating Terms and Conditions, a copy of which is attached hereto as Exhibit A, are for all purposes incorporated in this Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement to be effective as of the Execution Date.


“Gatherer”

CONE MIDSTREAM OPERATING COMPANY LLC

By:		/s/ John T. Lewis
Name:		John T. Lewis
Title:		Chief Executive Officer

CONE MIDSTREAM DEVCO I LP By: CONE MIDSTREAM DEVCO I GP LLC, its general partner

By:		/s/ John T. Lewis
Name:		John T. Lewis
Title:		Chief Executive Officer

CONE MIDSTREAM DEVCO II LP By: CONE MIDSTREAM DEVCO II GP LLC, its general partner

By:		/s/ John T. Lewis
Name:		John T. Lewis
Title:		Chief Executive Officer

CONE MIDSTREAM DEVCO III LP By: CONE MIDSTREAM DEVCO III GP LLC, its general partner

By:		/s/ John T. Lewis
Name:		John T. Lewis
Title:		Chief Executive Officer

1.1 Quality Specifications. It is the intent of the Parties that the Gathering System will be operated as a field gathering system, and as such, Gas and Liquid Condensate received from Shipper at the Receipt Points generally will be commercially free from objectionable odor, dust, gum, dirt, sand, impurities and other solid, (other than Liquid Condensate) free liquids or hazardous matter which might interfere with the merchantability of the Gas or Condensate or cause injury to or interference with proper operation of the lines, regulators, meters, or other appliances through which the Gas and Condensate flows.

(a) Gas shall be gathered only under a nomination submitted by Shipper. For purposes of this Agreement, a nomination is an offer by Shipper to Gatherer of a stated quantity of Gas for gathering from a specified Receipt Points to a specified Delivery Points. The terms of such nomination shall comply with the nominating procedures set forth below.

(b) If required by Gatherer, Shipper shall nominate according to the then effective NAESB standards and any additional Downstream Pipeline’s requirements. Nominations may be submitted by telephone or electronically transmitted according to the same NAESB standards and any additional Downstream Pipeline’s requirements. Should Shipper desire to change the nomination during such Month, such change to the nomination shall be made in accordance with the nomination procedures of the Downstream Pipeline. Gas shall be delivered by Gatherer in accordance with confirmation by the Downstream Pipeline of the nomination and/or changes to the nomination.

(a) Volumes of Gas delivered by Shipper and received by Gatherer at the Receipt Points shall conform as closely as possible to the volumes nominated by Shipper at each Receipt Point and shall be delivered by Shipper to Gatherer at hourly rates of flow that are, as nearly as practicable, uniform throughout the Day. Subject to Gatherer’s operating conditions and contractual requirements, volumes delivered by Gatherer to Shipper or for Shipper’s account at the Delivery Points shall conform as closely as possible to the volumes nominated by Shipper for delivery by Gatherer that Day at the Delivery Points, less any deductions applicable to Shipper for Gathering System L&U, Gathering System Fuel and any imbalance corrections, except that Gatherer may conform such volumes to the volumes actually delivered by Shipper at Gatherer’s Receipt Points to the extent possible. Upon prior notice to Shipper, Gatherer may temporarily interrupt or curtail receipts and/or deliveries at any time, and from time to time in accordance with operating conditions on the Gathering System in order to balance receipt or deliveries on the Gathering System or to correct any current or anticipated imbalances.

(i) It is the intent of Shipper and Gatherer that Gas be received and re-delivered under this Agreement at the same rates, as nearly as practicable and subject to changes mandated by the Downstream Pipeline, and Shipper shall not in any manner utilize the Gathering System for storage or peaking purposes.

(ii) Gas delivered to Gatherer under this Agreement during any Day shall be delivered at as nearly a constant rate as operating conditions and relevant Downstream Pipelines will permit.

(iii) In the event interruption or curtailment of service is required, Gatherer’s dispatcher will advise (by telephone, following up by e-mail) Shipper of an interruption or curtailment as soon as practicable or in any event within four hours of the occurrence of such event.

(iv) Subject to its adherence to the priority of service and related obligations imposed by this Agreement to which these Operating Terms and Conditions are attached, nothing contained in this Agreement shall preclude Gatherer from taking reasonable actions necessary to adjust receipts or deliveries under this Agreement in order to maintain the operational integrity and safety of the Gathering System.

(c) Gatherer shall maintain an imbalance account (the “Imbalance Account”) for Shipper and each other shipper which reflects for each Month with respect to each shipper (including Shipper) (i) the total volumes received, delivered, and retained; (ii) the total imbalance for such Month, and the cumulative imbalance through the end of such Month; (iii) previous and new imbalance positions; and (iv) any other information deemed necessary and appropriate by Gatherer, all on a total system basis. Gatherer shall provide Shipper reasonable access to Shipper’s Imbalance Account and a statement of Shipper’s Imbalance Account within five Business Days following the end of each Month. Gatherer may provide Shipper with notices of imbalances and the Monthly statement of Shipper’s Imbalance Account by electronic mail, United States Mail or other delivery service, or any other means deemed reasonable by Gatherer under the circumstances.

(d) Each Month, Gatherer and Shipper shall cooperate and use all reasonable efforts to reduce any cumulative imbalance in the Imbalance Account to zero. At any time such an imbalance exists, Gatherer shall advise Shipper to deliver volumes of Gas in addition to its nominated volumes to address an imbalance in favor of Shipper, or to deliver volumes of Gas that are less than its nominated volumes to address an imbalance in favor of Gatherer. Gatherer may also require Shipper to make appropriate adjustments to its nominations and deliveries to correspond to adjustments that Gatherer is required to make by Downstream Pipelines. Gatherer shall also have the right (acting in its reasonable discretion) to adjust nominations or take other actions, including suspending receipts and deliveries of Gas by Gatherer, necessary to correct an existing imbalance or mitigate an anticipated imbalance. The Parties may also cash out cumulative imbalances using the foregoing methodology for any period prior to the end of the Term as the Parties mutually agree, in which case all Monthly imbalances during such period shall be deemed reduced to zero for purposes of the cash out price to be calculated at the end of the Term.

(e) As between the Parties, Shipper shall be responsible for and shall bear any penalties imposed or assessed by Downstream Pipelines for imbalances in receipts and/or deliveries with respect to and solely attributable to Shipper’s Gas. In the event Gatherer incurs any costs and/or penalties from a Downstream Pipeline as a result of and solely attributable to Shipper’s over-deliveries or under-deliveries, Shipper shall also be responsible for and shall reimburse Gatherer for such costs and/or penalties and indemnify and hold Gatherer harmless and free from all such payments, charges, and/or penalties so long as such imbalances and/or over/under deliveries are caused by and solely attributable to Shipper and not by Gatherer or a Third Party.

(f) At the end of the Term, if any cumulative imbalance remains, the Parties shall cash out such cumulative imbalance using the average first of the Month price for Gas for the prior two production Months at the end of the term reflected by the index price in Inside F.E.R.C., Gas Market Report of Spot Prices Delivered to Pipelines as published by McGraw-Hill for the relevant geographic area where the imbalance occurred. Should such index cease to be published, then the Parties will mutually agree on a similar index or publication for such index price for the relevant geographic area where the imbalance occurred.

(a) Gatherer shall construct, install, own and operate the Measurement Devices located at the Receipt Points other than the Shipper Meters. The Measurement Devices installed by Gatherer shall be, subject to Shipper’s approval of such location, as close as practicable to the applicable Well or Well Pad. Shipper shall have the right, at its sole expense, to install, own and operate Measurement Devices located at the Receipt Points (such Measurement Devices installed, owned and operated by Shipper, the “Shipper Meters”); provided that (i) such equipment is installed so as not to interfere with Gatherer’s Measurement Devices (if any) and (ii) Shipper shall take steps that are reasonable and customary in the industry to mitigate or prevent any Gas pulsation problems or Gas quality problems (such as sand or water) that may interfere with Gatherer’s Measurement Devices at the Receipt Points. Gatherer may elect to use a Shipper Meter as the Measurement Device for a Receipt Point in lieu of constructing, installing, owning and operating a Measurement Device located at such Receipt Point by providing written notice to Shipper. If Gatherer elects to use such Shipper Meter as the Measurement Device for a Receipt Point, Shipper shall provide Gatherer reasonable access to such Shipper Meter, including as set forth under Section 1.4(f) of this Exhibit A, and prior advance written notice of, and the ability to witness, the calibration of such Shipper Meter.

(b) Gatherer shall install, own and operate (or cause to be installed, owned, and operated) the Measurement Devices located at the Delivery Points and any check meters at the Delivery Points. The Measurement Devices must have the capacity to compensate for Gas characteristics in real time and/or through periodic spot sampling and, where applicable, shall also be capable of measuring by component the volumes of NGLs contained in the Gas stream. Gatherer shall provide reasonable access to Gatherer’s Measurement Devices.

(c) Gatherer’s Measurement Devices will be constructed, installed and operated in accordance with the following depending on the type of meters used:

(i) Orifice Meters – in accordance with ANSI/API 2530 (American Gas Association Report No. 3), Orifice Metering of Natural Gas and Other Hydrocarbon Fluids, Second Edition, dated September 1985, and any subsequent amendments, revisions or modifications thereof.

(ii) Electronic Transducers and Flow Computers (solar and otherwise) – in accordance with the applicable American Gas Association standards, including American Gas Association Measurement Committee Report Nos. 3, 5, 6 and 7 and any subsequent amendments, revisions, or modifications thereof.

(iii) Ultrasonic Meters – in accordance with the American Gas Association Measurement Committee Report No. 9 (American Gas Association Report No. 9), dated June 1998, and any subsequent amendments, revisions or modifications thereof.

(d) Gatherer may, but shall not be obligated to, replace or make any alterations to the Measurement Devices necessary to comply any subsequent amendments, revisions or modifications of the American Gas Association Reports cited above.

(e) The accuracy of all owned Measurement Devices will be verified by Gatherer at the frequency provided in the Measurement Table and, if requested, in the presence of a representative of

Shipper. Gatherer shall verify the accuracy of any owned Measurement Device before the next verification scheduled in the Measurement Table if Shipper requests a special test as described below. If, upon any test, any Measurement Device is found to be inaccurate by 2% or less, previous readings of such Measurement Device will be considered correct in computing the deliveries of Gas under this Agreement, but such Measurement Device will immediately be adjusted to record accurately (within the manufacturer’s allowance for error). If, upon any test, any Measurement Device is found to be inaccurate by more than 2% of a recording corresponding to the average hourly flow rate for the period since the last test, such Measurement Device will immediately be adjusted to record accurately (within the manufacturer’s allowance for error) and any previous recordings of such Measurement Device will be corrected to zero error for any period which is known definitely or agreed upon. If such period is not known or agreed upon, such correction will be made for a period covering one-half (¹⁄₂) of the time elapsed since the date of the latest test, but not to exceed 45 Days when the Measurement Device is tested quarterly and not to exceed 180 Days when the Measurement Device is tested bi-annually. If Shipper desires a special test of any Measurement Device, at least 72 hours’ advance notice will be given to Gatherer by Shipper, and both Parties will cooperate to secure a prompt test of the accuracy of such Measurement Device. If the Measurement Device so tested is found to be inaccurate by 2% or less, Gatherer will have the right to bill Shipper for the costs incurred due to such special test, including any labor and transportation costs, and Shipper will pay such costs promptly upon invoice therefor.

(f) If requested by Shipper the Measurement Devices shall include a sufficient number of data ports, and Gatherer shall permit Shipper to connect to such data ports, as shall be required to provide to Shipper on a real-time basis all measurement data generated by such measurement equipment. Shipper shall be responsible at its own cost for obtaining equipment and/or services to connect to such data ports and receive and process such data. If requested by Gatherer the Shipper Meters shall include a sufficient number of data ports, and Shipper shall permit Gatherer to connect to such data ports, as shall be required to provide to Gatherer on a real-time basis all measurement data generated by such measurement equipment. Gatherer shall be responsible at its own cost for obtaining equipment and/or services to connect to such data ports and receive and process such data.

(g) The charts and records by which measurements are determined shall be available for the use of both Parties in fulfilling the terms and conditions thereof. Each Party shall, upon request of the other, mail or deliver for checking and calculation all volume and temperature meter records in its possession and used in the measurement of Gas delivered under this Agreement within 30 Days after the last chart for each billing period is removed from the meter. Such data shall be returned within 90 Days after the receipt thereof.

(h) Each Party shall preserve or cause to be preserved for mutual use all test data, charts or other similar records in accordance with the applicable rules and regulations of regulatory bodies having jurisdiction, if any, with respect to the retention of such records, and, in any event, for at least 24 Months.

1.5 Measurement Procedures. The measurements of the quantity and quality of all Gas delivered at the Receipt Points and Delivery Points will be conducted in accordance with the following:

(a) The unit of volume for measurement will be one Standard Cubic Foot. Such measured volumes, converted to MSCF, will be multiplied by their Gross Heating Value per MSCF.

(b) The temperature of the Gas will be determined by a recording thermometer installed so that it may record the temperature of the Gas flowing through the meters, or such other means of recording temperature as may be mutually agreed upon by the Parties. The average of the record to the nearest one degree Fahrenheit, obtained while Gas is being delivered, will be the applicable flowing Gas temperature for the period under consideration.

(c) The specific gravity of the Gas will be determined by a recording gravitometer or chromatographic device installed and located at a suitable point determined by Shipper to record representative specific gravity of the Gas being metered or, at Shipper’s or its designee’s option, by continuous sampling or spot sampling using standard type gravity methods. If a recording gravitometer or chromatographic device is used, the gravity to the nearest one-thousandth (0.001) obtained while Gas is being delivered will be the specific gravity of the Gas sampled for the recording period. The gravity to the nearest one-thousandth (0.001) will be determined concurrently with the accuracy of the Measurement Devices as provided in Section 1.4(e) of this Exhibit A.

(d) Adjustments to measured Gas volumes for the effects of supercompressibility will be made in accordance with accepted American Gas Association standards. Gatherer or its designee will obtain appropriate carbon dioxide and nitrogen mole fraction values for the Gas delivered as may be required to compute such adjustments in accordance with standard testing procedures. At Gatherer’s or its designee’s option, equations for the calculation of supercompressibility may be taken from the American Gas Association Report No. 8, 1992, Compressibility and Supercompressibility for Natural Gas and Other Hydrocarbon Gases, latest revision.

(e) For purposes of measurement and meter calibration, the atmospheric pressure for each of the Receipt Points and Delivery Points will be assumed to be the pressure value determined by Shipper for the county elevation in which such point is located pursuant to generally accepted industry practices irrespective of the actual atmospheric pressure at such points from time to time.

(f) The Gross Heating Value of the Gas delivered at the Receipt Points and Delivery Points will be determined when each Well is placed on-line and at the frequency and as set forth in the Measurement Table.

(g) Other tests to determine water content, sulfur and other impurities in the Gas will be conducted whenever requested by either Party and will be conducted in accordance with standard industry testing procedures. The Party requested to perform such tests will bear the cost of such tests only if the Gas tested is determined not to be within the quality specification set forth below. If the Gas is within such quality specification, the requesting Party will bear the cost of such tests.

(h) If, during the Term of this Agreement, a new method or technique is developed with respect to Gas measurement or the determination of the factors used in such Gas measurement, such new method or technique may be substituted for the method set forth in this Agreement; provided that Gatherer receives Shipper’s written consent, and that the new method or technique is in accordance with accepted standards of the American Gas Association.

1.6 Gas Meter Adjustments. In the event a meter is out of service or registering inaccurately, the quantities of Gas received or delivered during such period shall be determined as follows:

(a) By using the registration of any check meter or meters, if installed and accurately registering; or in the absence of such check meters,

(b) By using a meter operating in parallel with the estimated volume corrected for any differences found when the meters are operating properly,

(c) By correcting the error if the percentage of error is ascertainable by calibration, tests or mathematical calculation; or in the absence of check meters and the ability to make corrections under this subparagraph (b), then,

(d) By estimating the quantity received or delivered by receipts or deliveries during periods under similar conditions when the meter was registering accurately.

1.7 Curtailment of Gas. If capacity on the Gathering System, or any Facility Segment, is interrupted, curtailed or reduced, or capacity is insufficient for the needs of all shippers desiring to use such capacity, the holders of Interruptible Service will be curtailed first, the holders of Priority Two Service shall be curtailed second and the holders of Priority One Service shall be curtailed last. As among the holders of Priority One Service, the capacity available on each Facility Segment to Priority One Service under the preceding sentence shall be allocated among the holders of Priority One Service on a pro rata basis, based on the percentage derived by dividing the Daily average volume of Gas actually Tendered by each holder of Priority One Service to Receipt Points on the Gathering System during the prior 90 Day period by the total volume of such Gas actually Tendered by all holders of Priority One Service during such period. As among the holders of Priority Two Service, the capacity available on each Facility Segment to Priority Two Service under the preceding sentence shall be allocated among the holders of Priority Two Service on a pro rata basis, based on the percentage derived by dividing the Daily average volume of Gas actually Tendered by each holder of Priority Two Service to Receipt Points on the Gathering System during the prior 90 Day period by the total volume of such Gas actually Tendered by all holders of Priority One Service during such period. As among holders of Interruptible Service, the capacity available to such service, if any, shall be allocated pro rata among the holders of such service based on the percentage derived by dividing the Daily average volume of Gas actually Tendered by each holder of Interruptible Service to Receipt Points on the Gathering System during the prior 60 Day period by the total volume of such Gas actually Tendered by all holders of Interruptible Service during such period. In the event only one or more non-integrated Facility Segments are curtailed, in each case such pro ration shall be based upon the volumes nominated on the Facility Segment in question.

1.8 Allocations. Allocations required for determining payments or fees due under this Agreement shall be made by Gatherer. Gatherer shall provide an allocation methodology to Shipper for its review and approval. This Section 1.8 and shall be based upon the measurements taken and quantities determined for the applicable Month.

(i) “Fuel Point” means a point on the Gathering System where Gathering System Fuel is measured, sampled, calculated or consumed; and

(ii) “System Receipt Point” means all receipt points at which Gas is delivered into the Gathering System, including the Receipt Points.

(b) Gathering System Fuel shall be allocated to each System Receipt Point upstream of the applicable Fuel Point by multiplying the Gathering System Fuel in MMBtus measured at the applicable Fuel Point during the applicable Month by a fraction, the numerator of which is the volume of Gas in MSCFs received into the Gathering System at such System Receipt Point during such Month, and the denominator of which is the aggregate volume of Gas in MSCFs received into the Gathering System at all System Receipt Points upstream of the applicable Fuel Point during such Month.

(c) For Facility Segments where there is no injected Liquid Condensate, Drip Condensate collected from a Facility Segment shall be allocated to each Gathering System Receipt Point

on such Facility Segment by (i) multiplying the total volume of Gas (in MSCFs) received at each such Receipt Point on such Facility Segment during the applicable Month by the Gallons per MSCF of pentanes and heavier components in such Gas, determined at the relevant System Receipt Point, to determine the theoretical quantity of Drip Condensate in such Gas and (ii) allocating the volume of Drip Condensate measured at the Delivery Point on such Facility Segment during such Month to each such System Receipt Point based on a fraction the numerator of which is the theoretical volume of Drip Condensate attributable to such System Receipt Point during such Month and the denominator of which is the theoretical volume of Drip Condensate for all such System Receipt Points during such Month.

(d) For Facility Segments where there is injected Liquid Condensate, the Liquid Condensate collected from a Facility Segment and sold or delivered to Shipper in accordance with Section 4.8 shall first be allocated to injected Liquid Condensate at each System Receipt Point and then to Drip Condensate from Gas received at System Receipt Points. If the total Condensate collected from the Facility Segment is equal to, or less than, the sum of the injected Liquid Condensate from each receipt point, then the Condensate allocated to each System Receipt Point shall be allocated by (i) dividing the individual System Receipt Point injected Liquid Condensate volume by the sum of the individual System Receipt Point injected Liquid Condensate volumes, and (ii) multiplying the resulting fraction by the total volume of Condensate received from the Facility Segment and sold or delivered to Shipper in accordance with Section 4.8. If the total Condensate volume collected from the Facility Segment and sold or delivered to Shipper in accordance with Section 4.8 is greater than the sum of the injected Liquid Condensate volumes from each System Receipt Point, the allocation to each System Receipt Point first allocates injected Liquid Condensate volumes to each System Receipt Point and then allocates Drip Condensate volumes to each System Receipt Point. In the first allocation of injected Liquid Condensate volumes, each System Receipt Point is credited with 100% of its injected Liquid Condensate volume. In the second allocation of Drip Condensate to each System Receipt Point, the total Drip Condensate volume collected from the Facility Segment is calculated by subtracting the sum of the individual System Receipt Point injected Liquid Condensate volumes received in the Facility Segment from the total Condensate volume received from the Facility Segment and sold or delivered to Shipper in accordance with Section 4.8, and then allocating the total Drip Condensate volume according to the preceding paragraph.

(e) The Gathering System L&U in any Month shall be determined by subtracting from the sum of the total Thermal Content of Gas received at all System Receipt Points on the Gathering System during such Month the sum of (i) the Thermal Content of Gas actually delivered to the Delivery Points on the Gathering System during such Month, (ii) the Thermal Content of Gas consumed as Gathering System Fuel measured at all Fuel Points on the Gathering System during such Month, (iii) the Thermal Content of all Condensate recovered from the Gathering System during such Month (other than Liquid Condensate vaporized and re-injected into the Gas stream), and (iv) the Thermal Content of fuel, shrinkage, and lost and unaccounted for Gas associated with any processing carried out by or on behalf of Shipper and other shippers between the System Receipt Points and the Delivery Points, as allocated to Shipper pursuant to its agreement with the processor.

1.9 Information to Third Parties. Shipper recognizes that quantities of Gas are delivered through the Delivery Points to Third Parties and, therefore, the measurement of Gas under this Agreement may involve the allocation of Gas deliveries using standard industry methods for allocation purposes. Gatherer shall determine the allocation for all Gas deliveries hereunder on a pro rata basis using standard industry methods and shall provide such allocated quantities of Gas to the applicable Third Party. Gatherer shall provide each Processing Plant operator, interstate pipeline and Shipper with (a) daily volume readings for Shipper’s Gas for each Delivery Point and (b) Gas quality information for Shipper’s Gas for each Delivery Point. Following the Execution Date, the Gathering System may be connected to multiple Processing Plants and interstate pipelines operated by one or more operators. Prior to Gatherer delivering a comingled gas stream including Shipper’s Gas to a Processing Plant other than MarkWest’s

Majorsville Plant, Gatherer shall enter into an NGL balancing agreement by and among Gatherer and all plant operators to ensure that Shipper receives credit for the constituent makeup of Shipper’s Gas received into the Gathering System.

1.10 Measurement Table. For purposes of this Agreement, “Measurement Table” shall mean:

With respect to the properties listed on this Exhibit B-1, all of Shipper’s interest in the following oil and gas leases, fee properties and other similar interests, to the extent the same cover and relate to the Marcellus Formation:

The following leases or agreements to the extent and only to the extent that they are included in the unit known as “Aikens 5 MJ” a description of which will be recorded in the Office of the Clerk of the County Commission of Westmoreland County, Pennsylvania.

The following leases or agreements to the extent and only to the extent that they are included in the unit known as “GH9HSU” a description of which is of record in the Office of the Clerk of the County Commission of Greene County, Pennsylvania, in Instrument # 201600000611, and Book No. 487, at Page 2739.

The following leases or agreements to the extent and only to the extent that they are included in the unit known as “GH9HSU” a description of which is of record in the Office of the Clerk of the County Commission of Westmoreland County, Pennsylvania, in Instrument # 201602180005395.

with respect to Shipper’s Priority Two Dedicated Gas produced from the Initial Priority Two Dedicated Properties denoted as “Aikens 5 M&J” or “GH9HSU” and received by Gatherer each Month in accordance with the terms of this Agreement, Shipper shall pay Gatherer each Month in accordance with the terms of this Agreement, for all Gathering Services provided by Gatherer, an amount equal to the product of (i) the aggregate quantity of such Dry Gas (other than Gas used for Gathering System Fuel), stated in MMBtus, received by Gatherer from Shipper or for Shipper’s account at the applicable Receipt Points for such Dry Gas during such Month, multiplied by (ii) $0.10 (the “Aikens/GH9 Priority Two Existing Gathering Fee”); and

with respect to Shipper’s Priority Two Dedicated Gas produced from the Initial Priority Two Dedicated Properties denoted as “Gaut 4IHSU” and received by Gatherer each Month in accordance with the terms of this Agreement, Shipper shall pay Gatherer each Month in accordance with the terms of this Agreement, for all Gathering Services provided by Gatherer, an amount equal to the product of (i) the aggregate quantity of such Dry Gas (other than Gas used for Gathering System Fuel), stated in MMBtus, received by Gatherer from Shipper or for Shipper’s account at the applicable Receipt Points for such Dry Gas during such Month, multiplied by (ii) $0.29 (the “Gaut4 Priority Two Existing Gathering Fee”).

The “Dedication Area” consists of the following municipalities and districts outlined in the map attached below:

The “Majorsville Area” consists of the following municipalities and districts:

The “PIA Area” consists of the following municipalities and districts:

THIS MEMORANDUM OF GATHERING AGREEMENT (this “Memorandum”) is entered into by and between CNX Gas Company LLC, a Virginia limited liability company (“Shipper”) and Gatherer (defined below). Shipper and Gatherer are individually referred to in this Memorandum as a “Party” and collectively as “Parties.”

WHEREAS, Shipper and CONE Midstream Partners LP, a Delaware limited partnership (“CNNX”), entered into that certain Gathering Agreement dated as of September 30, 2014 (as amended, the “Original Agreement”), thereafter assigned on September 30, 2014 from CNNX, (i) to CONE Midstream DevCo I LP, a Delaware limited partnership (“DevCo I LP”), with respect to the DevCo I Area (defined below), (ii) to CONE Midstream DevCo II LP, a Delaware limited partnership (“DevCo II LP”), with respect to the DevCo II Area (defined below) and (iii) CONE Midstream DevCo III LP, a Delaware limited partnership (“DevCo III LP”), with respect to the DevCo III Area (defined below) (DevCo I LP, DevCo II LP and DevCo III LP, the “DevCos”);

WHEREAS, CONE Midstream Operating Company LLC, a Delaware limited liability company (“OpCo”), owns an indirect interest in each DevCo;

WHEREAS, Shipper, OpCo and the DevCos now desire to amend and restate the Original Agreement in its entirety and have executed that certain First Amended and Restated Gathering Agreement dated December 1, 2016 (as may be amended from time to time, the “Gathering Agreement”);

WHEREAS, Gatherer plans to construct and operate the Gathering System for gathering, dehydrating, treating, and re-delivering Gas and certain Liquid Condensate produced within the certain counties in Pennsylvania and West Virginia;

WHEREAS, Shipper desires to dedicate certain Gas and Liquid Condensate attributable to its right, title and interests in certain leases and/or wells located within a designated area to the Gathering System to be constructed by Gatherer;

WHEREAS, Shipper desires to deliver such Gas and Liquid Condensate to Gatherer for the purpose of gathering, blending, dehydrating, treating, stabilizing, storing, loading and re-delivering of such Gas and Liquid Condensate, and Gatherer desires to provide such services to Shipper on the terms and subject to the conditions in the Gathering Agreement;

WHEREAS, the Parties have executed this Memorandum for the purpose of imparting notice to all persons of Shipper’s dedication and commitment of its interests in oil and gas leases and/or oil and gas interests and Shipper’s production from or attributable to such interests to the Gathering Agreement.

1. The Gathering Agreement is incorporated in its entirety in this Memorandum by reference, and all capitalized terms used but not defined in this Memorandum and defined in the Gathering Agreement shall have the meaning ascribed to them in the Gathering Agreement.

2. The Parties have entered into the Gathering Agreement, to provide for, among other things, the commitment and dedication by Shipper its Dedicated Properties and the Gas and (to the extent provided from the PIA Area or the Majorsville Area) the Dedicated Liquid Condensate therefrom or attributable thereto (subject to any conflicting dedications as of the date hereof). The Dedicated Properties are Shipper’s interests in the oil and/or gas leases, mineral interests and other similar interests owned by Shipper in the Dedication Area as of the date hereof, including those certain oil and/or gas leases, mineral interests and other similar interests described on Exhibit A, that are owned by Shipper, to the extent and only to the extent that such oil and/or gas leases, mineral interests and other similar interests cover and relate to the Marcellus Formation. The Dedication Area is more particularly described in Exhibit B. “Marcellus Formation” means, (a) in central Pennsylvania, specifically from the top of the Burkett in the DeArmitt #1 (API 37-129-27246) and 7000’MD through to the top of the Onondaga at 7530’MD and illustrated in the log attached on Exhibit C; (b) in southwest Pennsylvania, specifically from the top of the Burkett in the GH-10C-CV (API 37-059-25397) at 7600’MD through to the top of the Onondaga at 7900’MD and illustrated in the log attached on Exhibit C; and (c) in West Virginia, specifically from the top of the Burkett in the DEPI #14815 (API 47-001-02850) at 7350’MD through to the top of the Onondaga at 7710’MD and illustrated in the log attached on Exhibit C.

3. The dedication and commitment made by Shipper under the Gathering Agreement is a covenant running with the land subject to the terms of the Gathering Agreement. Any transfer by Shipper of any of Shipper’s interests in the Dedicated Properties shall comply with Article 14 of the Gathering Agreement, which, among other matters, requires that, except in certain circumstances, the transfer be expressly made subject to the Gathering Agreement.

4. Shipper hereby grants to Gatherer, without warranty of title, either express or implied, to the extent that it may lawfully and is contractually permitted to do so without the incurrence of additional expense, an easement and right of way upon all lands covered by the Dedicated Properties for the purpose of installing, using, maintaining, servicing, inspecting, repairing, operating, replacing, disconnecting and removing all or any portion of the Gathering System, including all pipelines, meters and other equipment necessary for the performance by Gatherer of the Gathering Agreement.

5. Should any person or firm desire additional information, said person or firm should contact:

and, subject to an appropriate confidentiality agreement, any person may receive a copy of the Gathering Agreement upon written request to such person at such address.

6. Upon termination of the Gathering Agreement, Shipper and Gatherer shall file of record a release and termination of the Gathering Agreement and this Memorandum.

7. This Memorandum shall be binding upon and shall inure to the benefit of the Parties hereto, and to their respective heirs, devises, legal representatives, successors and permitted assigns.

Each of Gatherer and Shipper shall purchase and maintain in full force and effect at all times during the Term of this Agreement, at such Party’s sole cost and expense and from reliable insurance companies, policies providing the types and limits of insurance indicated below, which insurance shall be regarded as a minimum and, to the extent of the obligations undertaken by such Party in this Agreement, shall be primary (with the exception of the Excess Liability Insurance and Workers’ Compensation) as to any other existing, valid, and collectable insurance. Each Party’s deductibles shall be borne by that Party and shall be in amounts standard for the industry.

The Workers’ Compensation and Employers’ Liability Insurance policy(ies) shall contain an alternate employer endorsement.

$1,000,000 each occurrence, Bodily Injury and/or Property Damage Combined Single Limit

3. Broad Form Property Damage Liability endorsement, unless policy is written on November 1988 or later ISO form.

$1,000,000 Bodily Injury and/or Property Damage Combined Single Limit, for each occurrence.

Such coverage shall include hired and non-owned vehicles and owned vehicles where applicable.

Limits of Liability - $25,000,000 Occurrence/Aggregate for Bodily Injury and Property Damage in excess of the coverage outlined in Paragraphs A, B, C and D.

The limits of coverage required in this Agreement may be met with any combination of policies as long as the minimum required limits are met.

Each Party to this Agreement shall have the right to acquire, at its own expense, such additional insurance coverage as it desires to further protect itself against any risk or liability with respect to this Agreement and operations and activities under this Agreement or related thereto. All insurance maintained by either Party, where applicable, shall contain a waiver by the insurance company of all rights of subrogation in favor of all of the other Parties.

Neither the minimum policy limits of insurance required of the Parties nor the actual amounts of insurance maintained by the Parties under their insurance program shall operate to modify the Parties’ liability or indemnity obligations in this Agreement.

A Party may self-insure the requirements in this Exhibit E if its parent is considered investment grade (S&P BBB- or equivalent or higher); provided that the Parties agree that each of the initial Parties to this Agreement shall be permitted to self-insure notwithstanding the foregoing required investment grade rating.

The “ROFO Area” consists of the following municipalities, which are outlined in the map attached below:


EXHIBITS

EXHIBIT A		OPERATING TERMS AND CONDITIONS
EXHIBIT B-1		PRIORITY ONE DEDICATED PROPERTIES
EXHIBIT B-2		PRIORITY TWO DEDICATED PROPERTIES AND FEES
EXHIBIT B-3(a)		DEDICATION AREA
EXHIBIT B-3(b)		DEVCO AREAS
EXHIBIT B-4		MAJORSVILLE AREA
EXHIBIT B-5		PIA AREA
EXHIBIT B-6		MARCELLUS FORMATION LOG
EXHIBIT C		PARTIES’ ADDRESSES FOR NOTICE PURPOSES
EXHIBIT D		FORM OF MEMORANDUM OF GATHERING AGREEMENT
EXHIBIT E		INSURANCE
EXHIBIT F		RECEIPT POINTS
EXHIBIT G		CONFLICTING DEDICATIONS
EXHIBIT H-1		ROFO PROPERTIES
EXHIBIT H-2		ROFO AREA
EXHIBIT I-1		DOWNTIME FEE REDUCTION
EXHIBIT I-2		OPERATING PRESSURE FEE REDUCTION
EXHIBIT J-1		VERTICAL MARCELLUS WELLS
EXHIBIT J-2		LEGACY WELLS
EXHIBIT J-3		THIRD PARTIES
EXHIBIT K		NET ACREAGE CATEGORIES
EXHIBIT L		NINEVEH PADS


“Shipper”

CNX GAS COMPANY LLC

By:		/s/ David M. Khani
Name:		David M. Khani
Title:		Chief Financial Officer


CONE MIDSTREAM PARTNERS LP By: CONE MIDSTREAM GP LLC, its general partner

By:		/s/ David M. Khani
Name:		David M. Khani
Title:		Chief Financial Officer


DEVCO	Noble Agreement Number	Tract	CNX Agreement Number	Lessor	Lessee	State	County	Effective Date	Book	Page	Instrument
DEVCO I	PNG53558	000	126565000	A W MOORE ET UX	THE PHILADELPHIA COMPANY	PENNSYLVANIA	ARMSTRONG	6/5/1919	34	293	53558
DEVCO I	PNG54745	000	126647000	VANDERGRIFT SAVINGS AND TRUST ET AL	NOBLE ENERGY INC	PENNSYLVANIA	ARMSTRONG	4/2/1953	384	556
DEVCO I	PNG54805	000	126650000	WILLIS W DICKEY ET UX	THE PEOPLES NATURAL GAS COMPANY	PENNSYLVANIA	ARMSTRONG	12/11/1953	385	340
DEVCO I	PNG56035	000	126845000	LOTTIE S LORAIN	THE PEOPLES NATURAL GAS COMPANY	PENNSYLVANIA	ARMSTRONG	6/26/1965	487	18
DEVCO I	PNG58141	000	127016000	EARL M LANNING ET UX	THE PEOPLES NATURAL GAS COMPANY	PENNSYLVANIA	ARMSTRONG	11/4/1958	431	71	58141
DEVCO I	PNG58586	000	127045000	OLIVE LAFFERTY ET AL	THE PEOPLES NATURAL GAS COMPANY	PENNSYLVANIA	ARMSTRONG	8/29/1959	439	556
DEVCO I	PNG68094	000	127614000	CHARLES RIGGLE ET AL	NEW YORK STATE NATURAL GAS CORPORATION	PENNSYLVANIA	ARMSTRONG	7/4/1958	433	582	62194
DEVCO I	Q097837000	000	261042000	VERNA FENNELL	ACE GAS AND OIL CO	PENNSYLVANIA	ARMSTRONG	1/2/1945	533	260
DEVCO III	CNX286205	000	216543000	J H SOMERS ET AL	NOBLE ENERGY INC	PENNSYLVANIA	FAYETTE	10/1/1906	267	251
DEVCO I	072114	000	209277000	THE FINLEY COMPANY	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	6/27/1957	537	1	10183
DEVCO I	072115	000	209278000	THE FINLEY COMPANY	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	6/27/1957	537	3
DEVCO I	072116	000	209279000	THE FINLEY COMPANY	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	6/27/1957	537	5	12185
DEVCO I	072119	000	209282000	THE FINLEY COMPANY	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	6/27/1957	537	11
DEVCO I	072120	000	209283000	THE FINLEY COMPANY	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	7/30/1958	536	130
DEVCO I	072121	000	209284000	THE FINLEY COMPANY	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	12/10/1958	536	128
DEVCO I	072122	002	209285000	MANOR REAL ESTATE COMPANY	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	7/25/1960	1267	121
DEVCO I	072122	001	209285000	MANOR REAL ESTATE COMPANY	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	7/25/1960	1267	121
DEVCO I	072123	000	209286000	MANOR REAL ESTATE COMPANY	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	7/25/1960	537	16	17190
DEVCO I	072124	000	209287000	MANOR REAL ESTATE COMPANY	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	6/11/1962	537	19
DEVCO I	072222	001	209371000	VERNON W SUPLER ET UX	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	6/1/1981	651	471	18
DEVCO I	072222	002	209371000	VERNON W SUPLER ET UX	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	6/1/1981	651	471	18
DEVCO I	072248	000	209394000	EWING B POLLOCK ET UX	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	12/16/1983	403	499-503	200900000237


DEVCO	Noble Agreement Number	Tract	CNX Agreement Number	Lessor	Lessee	State	County	Effective Date	Book	Page	Instrument
DEVCO I	072253	000	209397000	KENNETH M HAMILTON ET UX	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	2/1/1983	665	727
DEVCO I	072254	000	209398000	MILAN MOMCHILOVICH ET UX	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	6/10/1983	667	824
DEVCO I	072267	000	209411000	ALLEN R MORRIS ET UX	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	12/6/1983	671	129
DEVCO I	072293	000	209433000	KENT P BAUMGARDNER ET UX	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	8/13/1985	20	202	1791
DEVCO I	072300000	000	153191000	HARRY E WEBSTER ET UX	CONSOL PENNSYLVANIA COAL COMPANY AND RHEINBRAUN U S CORPORATION	PENNSYLVANIA	GREENE	6/28/1986	43	139
DEVCO I	072323	000	209455000	CATHERINE L JENKINS	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	5/6/1992	100	1208	1482
DEVCO I	072357	000	209477000	VIRPI K MARTIN	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	9/8/1994	133	626	2947
DEVCO I	072379	001	209495000	ADA LOU HOPKINS ET AL	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	1/5/1999	196	483-489	9900000044
DEVCO I	072379	002	209495000	ADA LOU HOPKINS ET AL	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	1/5/1999	196	483-489	9900000044
DEVCO I	072402	000	153204001	EWING B POLLOCK ET AL	CONSOLIDATION COAL COMPANY	PENNSYLVANIA	GREENE	1/6/1978	149	0793
DEVCO I	072664	000	209743000	MARTHA JANE MARTIN ESTATE ET AL	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	7/15/2008	393	378-382	200800003403
DEVCO I	221172	000	214076000	ALIF STEPHENS SPRAGG	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	2/11/1965	530	447	65
DEVCO I	221235	000	214132000	RAYMOND M FOX ET AL	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	12/12/1972	582	439	83
DEVCO I	260015000	000	156513000	JAMES M PHILLIPS	CNX GAS COMPANY LLC	PENNSYLVANIA	GREENE	8/21/2009	428	675-677	201000001569
DEVCO I	260022000	000	156520000	SANDRA L SMITH	CNX GAS COMPANY LLC	PENNSYLVANIA	GREENE	8/12/2009	425	387-389	200900006537
DEVCO I	260041002	000	156536002	LINDA LOU HICKMAN	CNX GAS COMPANY LLC	PENNSYLVANIA	GREENE	7/9/2010	436	3575
DEVCO I	260043000	001	156539000	JOHN HEATH MOONEY ET UX	CNX GAS COMPANY LLC	PENNSYLVANIA	GREENE	11/10/2009	425	390
DEVCO I	260043000	002	156539000	JOHN HEATH MOONEY ET UX	CNX GAS COMPANY LLC	PENNSYLVANIA	GREENE	11/10/2009	425	390
DEVCO I	260069000	000	156565000	LOYD E TOLAND ET UX	CNX GAS COMPANY LLC	PENNSYLVANIA	GREENE	7/9/2009	419	1050-1053
DEVCO I	260071000	000	156567000	DWIGHT W HEADLEY ET UX	CNX GAS COMPANY LLC	PENNSYLVANIA	GREENE	6/29/2009	419	1058-1061	200900005923
DEVCO I	260072000	000	156568000	LEORNARD A MATSCHERZ	CNX GAS COMPANY LLC	PENNSYLVANIA	GREENE	6/17/2009	419	542-545
DEVCO I	260077000	000	156573000	LINDA M HOPF	CNX GAS COMPANY LLC	PENNSYLVANIA	GREENE	8/18/2009	419	1069-1071
DEVCO I	260078000	000	156574000	GILBERT R STAINBROOK IV ET UX	CNX GAS COMPANY LLC	PENNSYLVANIA	GREENE	8/18/2009	411	2107-2110	201100004303
DEVCO I	260095001	000	156589001	WILLIAM E PORTER	CNX GAS COMPANY LLC	PENNSYLVANIA	GREENE	8/31/2009	420	1048


		Page

ARTICLE 1 DEFINITIONS			2

Section 1.1	Definitions		16
Section 1.2	Other Terms		16
Section 1.3	References and Rules of Construction		16

ARTICLE 2 DEDICATION OF PRODUCTION			16

Section 2.1	Shipper’s Dedication		16
Section 2.2	Shipper’s Additional Priority Two Dedication		17
Section 2.3	Third Party’s Dedication		18
Section 2.4	Conflicting Dedications		18
Section 2.5	Shipper’s Reservations		18
Section 2.6	Releases from Dedication		19
Section 2.7	Covenant Running with the Land		20
Section 2.8	Memorandum		20

ARTICLE 3 GATHERING SYSTEM EXPANSION AND CONNECTION OF WELLS			21

Section 3.1	Development Report; Gathering System Plan; Meetings and Review and Exchange of Planning Information		21
Section 3.2	Expansion of Gathering System and Connection of Well Pads		23
Section 3.3	Cooperation		24
Section 3.4	Compression		24
Section 3.5	Right of Way and Access Rights		25
Section 3.6	Blending Rights		25
Section 3.7	Liquid Condensate		26
Section 3.8	Gatherer Reports		26

ARTICLE 4 TENDER, NOMINATION AND GATHERING OF PRODUCTION			26

Section 4.1	Priority of Service		26
Section 4.2	Governmental Action		27
Section 4.3	Tender of Dedicated Production and Additional Production		28
Section 4.4	Gathering Services; Service Standard		28
Section 4.5	Nominations, Scheduling, Balancing and Curtailment		28
Section 4.6	Suspension/Shutdown of Service		28
Section 4.7	Gas Marketing and Transportation		29
Section 4.8	Condensate Marketing		29
Section 4.9	No Prior Flow of Gas in Interstate Commerce		30
Section 4.10	Right of First Offer		30


ARTICLE 5 FEES		31

Section 5.1	Fees	31
Section 5.2	Fee Adjustments	32
Section 5.3	Fee Reset	33
Section 5.4	Condensate	33
Section 5.5	Excess Gathering System L&U	33
Section 5.6	Excess Gathering System Fuel Usage	33

ARTICLE 6 QUALITY AND PRESSURE SPECIFICATIONS		34

Section 6.1	Quality Specifications	34
Section 6.2	Failure to Meet Specifications	34
Section 6.3	Pressure	35

ARTICLE 7 TERM		35

Section 7.1	Term	35
Section 7.2	Effect of Termination or Expiration of the Term	35

ARTICLE 8 TITLE AND CUSTODY		36

Section 8.1	Title	36
Section 8.2	Custody	36

ARTICLE 9 BILLING AND PAYMENT		36

Section 9.1	Statements	36
Section 9.2	Payments	37
Section 9.3	Audit	37

ARTICLE 10 REMEDIES		37

Section 10.1	Suspension of Performance; Release from Dedication	37
Section 10.2	No Election	38

ARTICLE 11 FORCE MAJEURE		38

Section 11.1	Force Majeure	38
Section 11.2	Force Majeure Definition	38

ARTICLE 12 REGULATORY STATUS		39

Section 12.1	Non-Jurisdictional Gathering System	39
Section 12.2	Government Authority Modification	39

ARTICLE 13 INDEMNIFICATION AND INSURANCE		39

Section 13.1	Custody and Control Indemnity	39
Section 13.2	Shipper Indemnification	40
Section 13.3	Gatherer Indemnification	40
Section 13.4	Actual Direct Damages	40
Section 13.5	Penalties	40
Section 13.6	Insurance	41


ARTICLE 14 ASSIGNMENT		41

Section 14.1	Assignment of Rights and Obligations under this Agreement	41
Section 14.2	Pre-Approved Assignment	42
Section 14.3	Change of Control	42

ARTICLE 15 MISCELLANEOUS		42

Section 15.1	Relationship of the Parties	42
Section 15.2	Notices	42
Section 15.3	Expenses	42
Section 15.4	Waivers; Rights Cumulative	43
Section 15.5	Entire Agreement; Conflicts	43
Section 15.6	Amendment	43
Section 15.7	Governing Law; Disputes	43
Section 15.8	Parties in Interest	43
Section 15.9	Preparation of Agreement	43
Section 15.10	Severability	44
Section 15.11	Counterparts	44
Section 15.12	Confidentiality	44
Section 15.13	Adequate Assurances	44
Section 15.14	Further Assurances	45
Section 15.15	Amendment and Restatement of Original Agreement	45
Section 15.16	Joint and Several Liability	45

ARTICLE 16 OPERATING TERMS AND CONDITIONS		46

Section 16.1	Terms and Conditions	46


DEVCO	Noble Agreement Number	Tract	CNX Agreement Number	Lessor	Lessee	State	County	Effective Date	Book	Page	Instrument
DEVCO I	3021246	002	272395000	GLADYS HEWITT ET AL	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PENNSYLVANIA	GREENE	7/7/1970	412	53
DEVCO I	3021246	003	272395000	GLADYS HEWITT ET AL	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PENNSYLVANIA	GREENE	7/7/1970	412	53
DEVCO I	3021596	000	253139000	J E DINSMORE ET UX	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PENNSYLVANIA	GREENE	6/21/1960	458	53
DEVCO I	3021710	000	253316000	HAROLD C RAYMER ET UX	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PENNSYLVANIA	GREENE	11/15/1965	534	333
DEVCO I	3021917	000	275682000	FORNEY W FORDYCE ET UX	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PENNSYLVANIA	GREENE	2/10/1965	462	522
DEVCO I	3022442	000	275681000	W W MCKERRIHAN ET UX	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PENNSYLVANIA	GREENE	6/26/1960	453	238
DEVCO I	3023265	001	272373000	EUGENE SCHERICH	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PENNSYLVANIA	GREENE	6/2/1958	440	427
DEVCO I	3023582	000	275680000	DORA A FRYE	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PENNSYLVANIA	GREENE	12/10/1968	447	53
DEVCO I	3023824	001	272363000	LOIS E BARLOW ET AL	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PENNSYLVANIA	GREENE	6/22/1970	470	385
DEVCO I	3025825	000	267559000	RALPH KILGORE	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PENNSYLVANIA	GREENE	5/20/1968	469	27
DEVCO I	3025848	000	278166000	KARL H HOFFMAN ET UX	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PENNSYLVANIA	GREENE	3/15/1967	542	141
DEVCO I	3025866	000	275653000	ERLE F MCKERRIHAN ET UX	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PENNSYLVANIA	GREENE	5/6/1965	532	54
DEVCO I	3025868	000	275678000	CHARLES G BRADDOCK ET UX	THE MANUFACTURERS LIGHT AND HEAT COMPANY	PENNSYLVANIA	GREENE	11/21/1961	464	430


State	County	Municipality	Municipality Type
Pennsylvania	Allegheny	Aleppo	Township
Pennsylvania	Allegheny	Aspinwall	Borough
Pennsylvania	Allegheny	Avalon	Borough
Pennsylvania	Allegheny	Baldwin	Borough
Pennsylvania	Allegheny	Baldwin	Township
Pennsylvania	Allegheny	Baldwin	Borough
Pennsylvania	Allegheny	Bell Acres	Borough
Pennsylvania	Allegheny	Bellevue	Borough
Pennsylvania	Allegheny	Ben Avon	Borough
Pennsylvania	Allegheny	Ben Avon Heights	Borough
Pennsylvania	Allegheny	Bethel Park	Borough
Pennsylvania	Allegheny	Blawnox	Borough
Pennsylvania	Allegheny	Brackenridge	Borough
Pennsylvania	Allegheny	Braddock	Borough
Pennsylvania	Allegheny	Braddock Hills	Borough
Pennsylvania	Allegheny	Brentwood	Borough
Pennsylvania	Allegheny	Bridgeville	Borough
Pennsylvania	Allegheny	Carnegie	Borough
Pennsylvania	Allegheny	Castle Shannon	Borough
Pennsylvania	Allegheny	Chalfant	Borough
Pennsylvania	Allegheny	Cheswick	Borough
Pennsylvania	Allegheny	Churchill	Borough
Pennsylvania	Allegheny	Clairton	City
Pennsylvania	Allegheny	Collier	Township
Pennsylvania	Allegheny	Coraopolis	Borough
Pennsylvania	Allegheny	Crafton	Borough
Pennsylvania	Allegheny	Crescent	Township
Pennsylvania	Allegheny	Dormont	Borough
Pennsylvania	Allegheny	Dravosburg	Borough
Pennsylvania	Allegheny	Duquesne	City
Pennsylvania	Allegheny	East Deer	Township
Pennsylvania	Allegheny	East McKeesport	Borough
Pennsylvania	Allegheny	East Pittsburgh	Borough
Pennsylvania	Allegheny	Edgewood	Borough
Pennsylvania	Allegheny	Edgeworth	Borough


State	County	Municipality
PA	Greene	Richhill
PA	Washington	West Finley
WV	Marshall	Sand Hill and Webster


Shipper:

NOTICES & CORRESPONDENCE		PAYMENTS BY ELECTRONIC FUNDS TRANSFER

CNX Gas Company LLC		ABA/Routing Number:
1000 CONSOL Energy Drive		Account Number:
Canonsburg, PA 15317		Account Name: CNX Gas Corporation
Attention: Chad Griffith		For Credit to: CONE Gathering Fee
Telephone: 724-485-3117
Fax: 724-485-4750
Email: ChadGriffith@consolenergy.com
		INVOICES

		1000 CONSOL Energy Drive
		Canonsburg, PA 15317
		Attn: Jason Mumford
		Telephone: 724-485-4116
		Email: JasonMumford@consolenergy.com




Gatherer:

NOTICES & CORRESPONDENCE		PAYMENTS BY ELECTRONIC FUNDS TRANSFER
CONE Midstream Operating Company LLC		ABA/Routing Number:
CONE Midstream DevCo I LP		Account Number:
CONE Midstream DevCo II LP		Account Name: CONE Midstream Partners LP
CONE Midstream DevCo III LP		Bank: PNC Bank, N.A., Pittsburgh PA
1000 CONSOL Energy Drive
Canonsburg, PA 15317
Attention: Joe Fink, COO
Telephone: 724-485-3254
Email: joefink@consolenergy.com
		INVOICES

		1000 CONSOL Energy Drive
		Canonsburg, PA 15317
		Attention: Treasury Director


CONE MIDSTREAM PARTNERS LP

By: CONE MIDSTREAM GP LLC, its general partner


State	County	Municipality Name	Municipality Type
Pennsylvania	Allegheny	Bradfordwoods	Borough
Pennsylvania	Allegheny	Fawn	Township
Pennsylvania	Allegheny	Marshall	Township
Pennsylvania	Allegheny	Pine	Township
Pennsylvania	Allegheny	Richland	Township
Pennsylvania	Armstrong	Applewold	Borough
Pennsylvania	Armstrong	Atwood	Borough
Pennsylvania	Armstrong	Bethel	Township
Pennsylvania	Armstrong	Boggs	Township
Pennsylvania	Armstrong	Bradys Bend	Township
Pennsylvania	Armstrong	Cadogan	Township
Pennsylvania	Armstrong	Cowanshannock	Township
Pennsylvania	Armstrong	Cowanshannock	Township
Pennsylvania	Armstrong	Dayton	Borough
Pennsylvania	Armstrong	East Franklin	Township
Pennsylvania	Armstrong	Ford City	Borough
Pennsylvania	Armstrong	Ford Cliff	Borough
Pennsylvania	Armstrong	Hovey	Township
Pennsylvania	Armstrong	Kittanning	Borough
Pennsylvania	Armstrong	Madison	Township
Pennsylvania	Armstrong	Mahoning	Township
Pennsylvania	Armstrong	Manor	Township
Pennsylvania	Armstrong	Manorville	Borough
Pennsylvania	Armstrong	North Buffalo	Township
Pennsylvania	Armstrong	Parker	City
Pennsylvania	Armstrong	Perry	Township
Pennsylvania	Armstrong	Pine	Township
Pennsylvania	Armstrong	Rayburn	Township
Pennsylvania	Armstrong	Redbank	Township
Pennsylvania	Armstrong	Rural Valley	Borough
Pennsylvania	Armstrong	South Bethlehem	Borough
Pennsylvania	Armstrong	South Buffalo	Township
Pennsylvania	Armstrong	Sugarcreek	Township
Pennsylvania	Armstrong	Valley	Township
Pennsylvania	Armstrong	Washington	Township
Pennsylvania	Armstrong	Wayne	Township


Gathering System Downtime Percentage (per calendar quarter)	Percentage Reduction of Dry Gas and Wet Gas Fee
Greater than 4% and up to and including 5%		5	%
Greater than 5% and up to and including 6%		10	%
Greater than 6% and up to and including 7%		15	%
Greater than 7%		20	%

Individual System Downtime Percentage (per calendar quarter)	Percentage Reduction of Dry Gas and Wet Gas Fee with respect to such Individual System
Greater than 10% and up to and including 12%		5	%
Greater than 12% and up to and including 14%		10	%
Greater than 14% and up to and including 16%		15	%
Greater than 16%		20	%

Individual System Downtime Percentage (per two consecutive calendar quarters)	Percentage Reduction of Dry Gas and Wet Gas Fee with respect to such Individual System
Greater than 6% and up to and including 7%		5	%
Greater than 7% and up to and including 8%		10	%
Greater than 8% and up to and including 9%		15	%
Greater than 9%		20	%


DEVCO	Noble Agreement Number	Tract	CNX Agreement Number	Lessor	Lessee	State	County	Effective Date	Book	Page	Instrument
DEVCO I	389074	000	219807000	BETTY SPROWLS SHIVELY	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	6/29/1981	652	633	107
DEVCO I	389078	000	219811000	RANDY HEWITT	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	7/20/1981	652	845	209
DEVCO I	389079	000	219812000	EMMA ELIZABETH JONES ET VIR	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	8/18/1981	653	833	256
DEVCO I	389080	000	219813000	MARY HELEN STAHL ET VIR	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	8/18/1981	653	906	280
DEVCO I	389092	000	219825000	JENNEY JONES HAAS ET VIR	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	8/24/1981	653	951	299
DEVCO I	389096	000	219829000	ELIZABETH BELL GOSLIN	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	8/10/1981	653	729	222
DEVCO I	389097	000	219830000	FLORENCE M BELL BUTCHER ET VIR	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	8/5/1981	653	735	224
DEVCO I	389098	000	219831000	JAMES EDWARD BELL	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	8/4/1981	653	536	145
DEVCO I	389099	000	219832000	ANNA MARSHALL COX	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	7/27/1981	652	1082	302
DEVCO I	389101	000	219834000	EARL SHULTZ	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	8/3/1981	653	383	91
DEVCO I	389105	000	219838000	ETHEL WICKHORST ET VIR	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	9/7/1981	654	373	86
DEVCO I	389126	000	219854000	ELEANOR BELL ET AL	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	11/3/1981	655	955	33
DEVCO I	389127	000	219855000	MARTHA BEATTIE ET VIR	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	6/26/1981	655	507	217
DEVCO I	389128	000	219856000	ANN J REDMOND ET VIR	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	9/16/1981	654	953	43
DEVCO I	389129	000	219857000	LOUISE PHILLIPS	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	10/30/1981	655	842	6
DEVCO I	389139	000	219867000	DIANNA JONES WALLS ET VIR	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	11/18/1981	656	231	164
DEVCO I	389141	000	219869000	RICHARD L EALY ET UX	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	12/31/1981	657	272	27
DEVCO I	389142	000	219870000	JAMES W EALY	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	12/4/1981	656	934	165
DEVCO I	389143	000	219871000	JEAN STARINSKY ET AL	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	1/8/1982	657	720	195
DEVCO I	389155	000	219883000	DONNA HOWARD ET VIR	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	4/1/1982	659	40	59
DEVCO I	389156	000	219884000	BURL PHILLIPS ET UX	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	4/14/1981	659	318	167
DEVCO I	389162	000	219890000	JOHN E WILLIAMS JR ET UX	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	7/21/1982	661	840	238
DEVCO I	389165	000	219893000	SUSAN SPROWLS CARROLL ET VIR	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	7/29/1982	661	1030	48
DEVCO I	389166	000	219894000	NORMAN COX ET UX	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	7/30/1982	661	1034	49
DEVCO I	389169	000	219897000	MARY RUTH FAROANI ET VIR	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	8/13/1982	662	279	154
DEVCO I	389173	000	219901000	KEITH E MILLER ET UX	NOBLE ENERGY INC	PENNSYLVANIA	GREENE	8/31/1982	662	916	157


DEVCO	Noble Agreement Number	Tract	CNX Agreement Number	Lessor	Lessee	State	County	Effective Date	Book	Page	Instrument
DEVCO I	Q090229000	000	246656000	GEORGE T SLIGAR JR	CNX GAS COMPANY LLC	PENNSYLVANIA	GREENE	4/11/2013	461 465	1790 3963	201300004441 201400000688
DEVCO I	Q090237000	001	246479000	PEGGY SUE BISSETT	CNX GAS COMPANY LLC	PENNSYLVANIA	GREENE	4/19/2013	464	3749	201300007273
DEVCO I	Q090237000	002	246479000	PEGGY SUE BISSETT	CNX GAS COMPANY LLC	PENNSYLVANIA	GREENE	4/19/2013	464	3749	201300007273
DEVCO I	Q090655001	000	270738002	ALFRED M SILVIA	RICE DRILLING B LLC	PENNSYLVANIA	GREENE	1/9/2013	458	1299	201300001762
DEVCO I	Q090655002	000	270738001	ANNA C SILVIA	RICE DRILLING B LLC	PENNSYLVANIA	GREENE	1/8/2013	458	1301	201300001763
DEVCO I	Q090655003	000	270738004	ELLA C MITCHELL	RICE DRILLING B LLC	PENNSYLVANIA	GREENE	1/10/2013	458	1297	201300001761
DEVCO I	Q090655004	000	270738003	NATALIE A BRADDOCK	RICE DRILLING B LLC	PENNSYLVANIA	GREENE	3/7/2013	462	1833	201300005285
DEVCO I	Q090983000	000	271312000	JAMES DENNIS CARROLL ET UX	RICE DRILLING B LLC	PENNSYLVANIA	GREENE	9/13/2013	471	1347	201400004822
DEVCO I	Q090993000	000	271313000	DOUGLAS E GRIM	RICE DRILLING B LLC	PENNSYLVANIA	GREENE	7/30/2013	461	1338	201300004321
DEVCO I	Q090998000	000	271316000	JACKSONVILLE CEMETERY ASSOCIATION	RICE DRILLING B LLC	PENNSYLVANIA	GREENE	5/9/2014	469	3902	201400003675
DEVCO I	Q091002000	000	271317000	PAUL LYON ET UX	RICE DRILLING B LLC	PENNSYLVANIA	GREENE	6/3/2014	470	735	201400003924
DEVCO I	Q091008000	000	271318000	PHILLIP R BURNS ET UX	RICE DRILLING B LLC	PENNSYLVANIA	GREENE	8/11/2014	472	3260	201400006104
DEVCO I	Q091020000	000	271320000	GARY M MURPHY	RICE DRILLING B LLC	PENNSYLVANIA	GREENE	8/11/2014	472	3269	201400006107
DEVCO I	Q091023000	000	271321000	THOMAS E MOORE ET UX	RICE DRILLING B LLC	PENNSYLVANIA	GREENE	12/18/2013	467	116	201400001571
DEVCO I	Q091025000	000	271323000	ROGER M TODD ET UX	RICE DRILLING B LLC	PENNSYLVANIA	GREENE	8/26/2013	462	701	201300005026
DEVCO I	Q091029000	000	271326000	JANET E WELLING	RICE DRILLING B LLC	PENNSYLVANIA	GREENE	8/25/2014	473	2515	201400006791
DEVCO I	Q091033000	000	271327000	RODNEY SCHERICH	RICE DRILLING B LLC	PENNSYLVANIA	GREENE	3/12/2014	466	3411	201400001386
DEVCO I	Q091047001	000	271330002	DONALD SCOTT RUSSELL ET UX	CHESAPEAKE APPALACHIA LLC	PENNSYLVANIA	GREENE	12/28/2011	449	1473	201200002129
DEVCO I	Q091047002	001	271330001	E RICHARD KALSEY ET UX	RICE DRILLING B LLC	PENNSYLVANIA	GREENE	3/6/2014	467	3518	201400002278
DEVCO I	Q091047002	002	271330001	E RICHARD KALSEY ET UX	RICE DRILLING B LLC	PENNSYLVANIA	GREENE	3/6/2014	467	3518	201400002278
DEVCO I	Q091126000	000	270745000	C EUGENE JACOBS ET UX	RICE DRILLING B LLC	PENNSYLVANIA	GREENE	12/20/2011	446	2871	201100007191
DEVCO I	Q091127000	000	270744000	MARK R COPTIS ET UX	RICE DRILLING B LLC	PENNSYLVANIA	GREENE	12/3/2012	456	301	201200007699
DEVCO I	Q091159000	001	246480000	WALTER E BISSETT ET UX	CNX GAS COMPANY LLC	PENNSYLVANIA	GREENE	4/19/2013	464	3754	201300007274
DEVCO I	Q091159000	002	246480000	WALTER E BISSETT ET UX	CNX GAS COMPANY LLC	PENNSYLVANIA	GREENE	4/19/2013	464	3754	201300007274
DEVCO I	Q091159000	003	246480000	WALTER E BISSETT ET UX	CNX GAS COMPANY LLC	PENNSYLVANIA	GREENE	4/19/2013	464	3754	201300007274


Pressure Overage Percentage	Percentage Reduction of Dry Gas and Wet Gas Fee with respect to such Individual System
Less than 5%		None
Greater than 5% and up to and including 15%		5	%
Greater than 15% and up to and including 25%		10	%
Greater than 25% and up to and including 35%		15	%
Greater than 35% and up to and including 45%		20	%
Greater than 45%		25	%


Well Name	Well Type	API Well Number
CNX4	Vertical Marcellus	3705924719
GH6CV Shale	Vertical Marcellus	3705924928
GH2CV Shale	Vertical Marcellus	3705924921
GH14CV	Vertical Marcellus	3705925052
GH19CV	Vertical Marcellus	3705925034


MC43	MC58	MC3	MH4
MC44	MC59	MC4	MH5
MC45	MC68	MC5	MH11
MC46	MC102	MC6	MH12
MC47	MC110	MC10	4NAC
MC50	MC111	MC12	Hieronimus #1
MC51	MC114	MC21	Torns Run
MC52	MC144	MC17	12N
MC53	MC122	MC19	Moundsville AC
MC56	MC1	MC28	1N-DGAS
4N	MC2	MH3	5A1
MC57


F23	FF72CV	F2D	F69
F25	FF78CV	F2J	Myers #1
F29MK	FF79CV	F2B	Myers #2
F29UF	FF80CV	S. RIDER #2	WLERR #1
F45MK	FF83CV	S. RIDER #1	F17
F45UF	FF84CV	F41	F18
F44	FF50CV	F42	F19
F43	FF52CV	ELLEN WINNETT #1	F24
M. Smith #1	Skokut #2	S RIDER #3	F26
Skakut #1	Skokut #5	S RIDER #4	F27
D. Denning #1	Dury #1	F60	F30
R. Smith #1	Mudrick #1	F62	F32
Hostovich #1	Van Voorist #1	F63	F33
Sacred Heart #1	Sacred Heart #3	F64	F37
Sacred Heart #2	J. Galdos #1	F65	F38
Cox #1	S. Zmiljowski #1	F115	F77MK/UF
Cox #2