1.1 Transfer of Assets. At the closing, Seller shall sell, assign, transfer, and set over to Buyer, and

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1 PURCHASE AGREEMENT This Agreement is made the day of 2015, between National Fuel Gas Distribution Corporation referred to herein as "Seller" and, hereinafter referred to as ''Buyer". WITNESSETH WHEREAS, Seller wishes to sell to Buyer certain assets as described in Exhibit A upon the terms and conditions hereinafter set forth; and WHEREAS, Buyer is willing to purchase said assets from Seller upon the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the premises and the respective representations, warranties, covenants, agreements, and conditions contained herein, the parties hereby agree as follows: ARTICLE I Assets 1.1 Transfer of Assets. At the closing, Seller shall sell, assign, transfer, and set over to Buyer, and Buyer shall purchase and receive from Seller all of Seller's right title and interest in the following properties and assets of Seller (the "Assets"): The interests in personal property set forth in Exhibit A. All rights of way, easements, tenements, leases, licenses, appurtenances and other like realty interests connected with, or related to, the Assets, personal, or real property to be sold are identified in the Instruments of Transfer. (c) All certificates, permits, and licenses issued by any government authority and relating to the Assets, to the extent such certificates, permits, and licenses are assignable. 1.2 Inspections. Warranties as to Condition. etc. Buyer will accept the transfers and assignments based solely upon Buyer's own inspection, examination and determination with respect to all matters, including; but not limited to, title to real property, description, condition, restrictions, and FITNESS FOR USE

2 FOR PARTICULAR PURPOSES. It is understood that any throughput volumes provided to Buyer are recognized as estimates only. Seller makes no representations as to the accuracy of these volumes. Buyer will acquire the Assets without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Seller. Buyer hereby acknowledges that Seller's representations and warranties hereunder are strictly limited as aforesaid and that the Assets and each component thereof; sold pursuant to this Agreement will be sold in their "AS IS" and "WHERE IS" condition. 1.3 Certificates. Permits. and Licenses. Etc. Seller's sale of the Assets to Buyer shall be subject to approvals and consents required under the terms and provisions of any certificate, permit, or license granted by a governmental authority, or any contract, lease or agreement entered into with any private entity requiring such approval or consent. This condition includes, but is not limited to, Seller receiving Pennsylvania Public Utility Commissions (PUC) authorizations in forms acceptable to Seller. No sale shall be completed hereunder prior to the receipt and acceptance of such regulatory authorizations. Upon compliance with all such regulatory requirements and receiving authorizations reasonably acceptable to Seller, Seller shall notify Buyer that Seller is ready to transfer the Assets (the "Transfer Notice"), and the transfer will be completed. Every effort shall be made by Seller to proceed with diligence. 1.4 Purchase Price. The aggregate consideration for the Assets to be paid at the closing shall be $ (the "Purchase Price"). At the Closing, Buyer shall pay 100% of the Purchase Price to Seller in immediately available US funds. ARTICLE II Regulatory Approvals and Construction 2.1 Seller's Responsibilities. National Fuel Gas Distribution Corporation shall file and diligently prosecute an application with the PUC for any authorization to abandon the line as shown in Exhibit A.

3 ARTICLE III Closing 3.1 The Closing. The closing shall be held at 1100 State Street, Erie, Pennsylvania on a date set in the Transfer Notice, not more than fifteen business days after issuance of the Transfer Notice (the "Closing Date"). Buyer shall have possession of facilities on the first day of the month following the completion of the closing. 3.2 Closing Procedure. At the Closing. Seller shall deliver to Buyer the bill of sale and other instruments of transfer referred to in Section 1.1, in addition to all other documents required to be delivered hereunder by Seller to Buyer. Subject to any withholding obligation imposed on Buyer, Buyer shall pay the balance due of the Purchase Price to Seller in immediately available US funds. ARTICLE IV Taxes Seller shall be responsible for, and hereby agree to pay when due, any and all recording taxes, gains taxes, sales taxes, transfer taxes, prorated share of property taxes if applicable, or other similar taxes arising in connection with the sale and transfer of the Assets to Buyer; provided, however, Seller shall not be responsible for any taxes of any kind or nature whatsoever arising in connection with any transactions involving the Assets after the Closing Date. Conversely, Buyer shall be responsible for its proportionate share of property taxes if applicable. ARTICLE V Termination 5.1 Grounds for Termination. This Agreement may be terminated at any time prior to the Closing by either Seller or Buyer if the non-terminating party has failed to perform any of its obligations hereunder, by written notice thereof to the other party. Further, if regulatory approval cannot be obtained by Seller on terms

4 satisfactory to Seller, this Agreement may be terminated by Seller and any deposit money paid by Buyer will be refunded with no further obligations hereunder. 5.2 Effect of Termination. The following provisions shall apply in the event of a termination of this Agreement pursuant to Section 5.1: If this Agreement is terminated by Seller as a result of failure of Buyer to perform its obligations hereunder, Buyer, shall be fully liable for any and all damages, costs, and expenses (including, but not limited to, reasonable attorney's fees) thereby sustained or incurred by Seller in furtherance of this Agreement, and shall forfeit the bid deposit. If this Agreement is terminated by Buyer as a result of a failure of Seller to perform its obligations hereunder, Seller shall refund the bid deposit. ARTICLE VI Expenses All legal and other costs and expenses in connection with this Agreement and the transactions contemplated hereby shall be paid by the party which incurred such costs and expenses, except as specifically provided herein. Seller has not incurred and will not pay any brokerage fees or commissions related to this sale. ARTICLE VII Notices: Miscellaneous 7.1 Notices. All notices and other communications given hereunder shall be in writing and shall be deemed given if delivered personally or mailed by registered or certified mail, return receipt requested, to the parties at the following addresses: Buyer: Seller:

5 National Fuel Gas Distribution Corporation Attn.: Jill Johnson P.O. Box 2081, 1100 State Street Erie, PA Assignments. Third Parties. This Agreement shall not be assignable by Buyer, whether by written instrument or by operation of law, without the prior written consent of Seller. Any such permitted assignment shall not relieve the Buyer of any of its obligations hereunder. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall extend only to Buyer and shall not inure to the benefit of any person to whom Buyer transfers the Assets. Nothing in this Agreement shall entitle any person other than Seller, Buyer or their respective permitted successors and assigns to any claim, cause of action, remedy or right of any kind. The instruments of transfer will contain assignment provisions for the Buyer/Grantee. 7.3 Miscellaneous. Exclusive Agreement. This Agreement supersedes all prior written or oral agreements or representations between or among any of the parties, their affiliates or representatives, with respect to the transactions contemplated herein. This Agreement is intended as a complete statement of the terms of the agreement and understanding between the parties with respect to the transactions contemplated herein. 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 manner adverse to any party. Upon any binding determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto 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 and legally enforceable manner, to the end that the transactions created hereby may be completed to the extent possible.

6 (c) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all which together shall constitute one and the same agreement. (d) Further Assurances. Seller and Buyer each agree to deliver or cause to be delivered to the other on the Closing Date, and at such other times thereafter as shall be reasonably requested, any additional instrument that the other may reasonably request for the purpose of carrying out this Agreement. (e) Public Statement. The parties hereto shall consult with each other and no party shall issue any public announcement or statement with respect to the transactions contemplated hereby without the prior consent of the other party, unless the party desiring to make such announcement or statement, after seeking such consent from the other party, obtains advice from legal counsel that a public announcement or statement is required by applicable law. (f) Interpretation of Agreement. (i) The Exhibits referred to in this Agreement are by this reference incorporated herein and constitute a part of this Agreement. (ii) Seller may revise or supplement the Exhibits attached to this Agreement at any time on or prior to the Closing; provided, however, that no such revision or supplement shall revise or supplement any such Exhibits so as to reflect any information materially adverse to the Assets that was heretofore known to Seller and was not disclosed to Buyer. An item or matter referenced in any Exhibit to this Agreement which might also be properly included in any other Exhibit or Exhibits shall be deemed to be included in such other Exhibit or Exhibits whether or not such item or matter is specifically referenced therein. (iii) Any right of Seller to indemnification under the provisions of this Agreement shall

7 inure to the benefit of the Seller and its affiliates, officers, directors, employees, and agents. (iv) It is the intention of the parties to this Agreement that no third party shall receive a benefit under the Agreement nor be entitled to sue to enforce any part of the Agreement. The terms and conditions of this Agreement shall survive the closing anticipated herein.. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above with the intent to be legally bound hereby. NATIONAL FUEL GAS DISTRIBUTION CORPORATION BY: BUYER: BY: Name: Title: