ROAD USE AGREEMENT. WHEREAS, Operator intends to engage in Natural Gas Activities at various locations in the Municipality; and

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1 ROAD USE AGREEMENT This ROAD USE AGREEMENT ( Agreement ) is entered into this day of, 2011 by and between, a municipal corporation in the State of New York having a mailing address of ( Municipality ) and Operator, a corporation having a mailing address of ( Operator ) (Municipality and Operator hereinafter sometimes referred to individually as a Party and collectively as the Parties ). WHEREAS, Operator is a private corporation engaged in natural gas development and production, including, but not limited to, the drilling and completion of wells and pipeline construction; and WHEREAS, Operator has engaged, or intends to engage, in natural gas exploration, development and production, which may include, but is not necessarily limited to, the drilling and completion of natural gas wells (hereinafter, Natural Gas Well ) and/or the construction of fuel gas transmission lines (hereinafter, Natural Gas Line ), and/or ancillary activities (collectively, Natural Gas Activities ); and WHEREAS, Operator intends to engage in Natural Gas Activities at various locations in the Municipality; and WHEREAS, Operator will conduct all Natural Gas Activities pursuant to all applicable laws, rules and regulations, including, without limitation, New York State Department of Environmental Conservation Permits to Drill, Deepen, Plug Back or Convert a Well, and New York State Public Service Commission ( NYSPSC ) Certificates of Environmental Compatibility and Public Need Certificate, or, if below the jurisdictional thresholds of the NYSPSC, pursuant to other applicable permits and authorizations; and WHEREAS, as part of its Natural Gas Activities, Operator will necessarily need to traverse highways, roads, bridges, culverts, and the related fee owned lands, rights-of-way or easements, owned or maintained by the Municipality (collectively, Road or Roads ) with heavy machinery, including, but not limited to, trucks, construction machinery and equipment, and other related items (hereinafter, Road Use Activities ); and WHEREAS, Operator will also necessarily need to conduct certain construction activities and locate Natural Gas Wells, Natural Gas Lines and/or related appurtenances within the Municipality, some of which may involve construction activities within Roads and Road rights-of-way (hereinafter, Construction Activities ); and WHEREAS, Operator has offered to assume responsibility for any damage to the Road(s) caused by Road Use Activities and/or Construction Activities; and WHEREAS, Operator and the Municipality have discussed this matter and come to a mutual understanding, which the Parties desire to memorialize as set forth herein, which will provide for Operator s responsibility for any damage to the Road(s) caused by Road Use Activities and/or Construction Activities.

2 NOW, THEREFORE, in consideration of these promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Operator and the Municipality, each intending to be legally bound, agree as follows: 1. Road Use. Operator is hereby authorized to use the Road(s) to engage in Road Use Activities and/or Construction Activities, and the Municipality shall cooperate in good faith to assist Operator in obtaining any necessary consents, permits and approvals required therefore. 2. Reserved Rights. The Municipality may restrict access to any Road(s) for maintenance or repair of said Road(s), and may deny access to any Road(s) (i) if required by law, (ii) if necessary for safety reasons or (iii) if such closure is a temporary closing due climatic conditions or an act of God or war; provided however, that, except in the event of an emergency, the Municipality shall provide Operator with thirty (30) days prior written notice of such restriction or denial. The Municipality shall not thereafter commence any operations on the Road(s) and restrict or deny access thereto until the Parties have mutually agreed in writing on an alternate route (except in the event of an emergency) if, within said thirty (30) day period, Operator notifies that the Municipality that, in Operator s sole discretion, any such restriction or denial will adversely impact Operator s Natural Gas Activities. The roads of any alternate route shall be subject to the terms of this Agreement as if said roads were originally defined as Road(s) hereunder. 3. Road Maintenance and Repair. a. Operator shall remove and dispose of all debris, garbage and waste in, on or in the vicinity of the Road(s) caused by Road Use Activities and/or Construction Activities. b. Operator shall be responsible for any necessary improvement, maintenance and/or repair of the Road(s) caused by the Road Use Activities and/or Construction Activities; provided, however, that Operator shall have no obligation for any improvement, maintenance or repair routinely performed on the Roads by the Municipality or required to remedy damage directly resulting from routine snow and ice removal or acts of God or war. c. Operator shall, upon termination of this Agreement, completion of all Road Use Activities and/or Construction Activities, or at such other time as mutually agreed to by the Parties, restore the Roads to a level consistent with the conditions of said Road(s) prior to commencement of the Road Use Activities and/or Construction Activities insofar as reasonably practical, but in no event less than required by applicable law, ordinance, rule or regulation. d. The Municipality shall notify Operator of any improvement, maintenance or repair or restoration required to be performed by Operator under this Agreement. The Parties shall, within ten (10) business days of Operator s receipt thereof, meet to inspect the Road(s), and agree in writing on all such necessary improvements, maintenance, repair or restoration work, and the schedule for the performance thereof. Operator may either (i) perform such work with its own work forces, or with subcontractors chosen by Operator in its sole discretion, or (ii) authorize the Municipality to perform such work, and reimburse the Municipality for the cost thereof. If Operator elects to authorize the Municipality to perform such work, then the Municipality shall provide Operator with a cost estimate therefore, and no work shall be

3 commenced until Operator has provided the Municipality with written approval thereof. The cost estimate may only be modified upon written approval by Operator. The Municipality shall, upon completion of said work, provide Operator with an invoice detailing the costs incurred in the performance of such work, and, so long as said invoice does not exceed the approved cost estimate, Operator shall pay the invoice within forty five (45) days of receipt thereof. 4. Termination. This Agreement may be terminated by Operator at any time upon written notice to the Municipality, but, in no event, prior to the cessation of all Road Use Activities and Construction Activities. The Parties shall within ten (10) business days of the Municipality s receipt of such notice meet to inspect the Road(s) and agree in writing on all restoration activities required hereunder, and the schedule for performance thereof. All such work shall thereafter be completed in accordance with the procedures set forth in Section 3(d) above and, upon completion thereof, this Agreement shall be of no further force or effect. 5. Indemnification. Operator hereby agrees to indemnify and hold harmless the Municipality from and against any and all claims, suits, actions, damages, and liabilities arising out of Operator s use of the Road(s), as contemplated herein; except to the extent any said claim, suit, action, damage or liability is attributable to the intentional or negligent acts of the Municipality or any third party. 6. Compliance with Laws; Vested Rights. Operator shall when using the Road(s) comply with all applicable laws, ordinances, rules and regulations. If the Municipality adopts any new, or enforces any existing law, ordinance, rule or regulation that has a material adverse impact on the rights of Operator to use the Road(s), as contemplated herein, then all such rights shall be deemed vested rights, which shall be protected and excluded from the operation of any such law, ordinance, rule or regulation. Notwithstanding the foregoing, the Municipality may adopt any new, or enforce any existing law, ordinance, rule or regulation that regulates the use of the Road(s) in a reasonable manner, and does not materially and unreasonably interfere with Operator s rights granted hereunder. If the Municipality is required by a state or federal statute of statewide applicability to adopt any law, ordinance, rule or regulation that has a material adverse impact on any rights granted hereunder, then Operator s rights shall not be vested, and the Municipality and Operator agree to renegotiate the terms of this Agreement affected thereby. 7. Arbitration. a. In the event of a dispute regarding the allocation of responsibility for any debris, garbage or waste removal or disposal from the Road(s), any improvement, maintenance or repair of the Road(s), or any restoration of the Road(s), or the schedule or cost thereof ( Dispute ), the Parties hereby agree to submit to non-binding mediation with a neutral mediator approved by all parties to the Dispute during which each party will have their authorized representatives attempt to negotiate a resolution of the Dispute for a period of thirty (30) days. b. Should the Dispute not be resolved by mediation, in order to limit the cost and time involved in resolving the Dispute, the Municipality and Operator hereby agree that the Dispute will be settled by binding arbitration administered by the American Arbitration Association in accordance with its applicable rules pertaining to the resolution of commercial

4 disputes. In the event arbitration is necessary, a panel of arbitrators will hear and decide the Dispute. Each party to the Dispute will select an arbitrator and the arbitrators selected by the parties will, within fourteen (14) days of their appointment, select an additional, neutral arbitrator. If the arbitrators selected by the parties are unable or fail to agree upon an additional arbitrator, the American Arbitration Association shall select the additional arbitrator. The panel of arbitrators shall consist of individuals with no significant relationship with any of the parties. c. Any mediation or arbitration proceedings and submittals shall be held in County, New York, unless otherwise agreed upon by the parties to the Dispute. 8. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without regard to conflicts of laws principles. 9. Notice. Unless otherwise specifically provided herein, all notices to be given hereunder shall be in writing and sent to each Party by personal delivery, nationally-recognized overnight courier or certified mail, return receipt requested, which shall be addressed to each Party's respective address set forth in the first paragraph hereof, or to such other address as said Party shall designate by notice given to the other Party hereto in accordance herewith, and shall be deemed to have been received (a) in the case of personal delivery, on the date of such delivery, (b) in the case of nationally-recognized overnight courier, on the next business day after the date when sent, (c) in the case of mailing, on the fifth (5 th ) business day following the date of the postmark on the piece of mail containing such communication and (d) for all notices that designate a different address upon which notices are to be sent, only upon receipt thereof. 10. Binding Effect. This Agreement, and the terms and conditions hereof, shall be binding upon and inure to the benefit of the Parties, and their respective successors and assigns. 11. Entire Agreement. This Agreement sets forth the entire understanding between Parties concerning the subject matter of this Agreement. There are no covenants, promises, agreements, conditions or understandings, either oral or written, between the Parties relating to the subject matter of this Agreement other than those set forth herein. No representation or warranty has been made by or on behalf of either Party (or any officer, director, employee or agent of either Party) to induce the other Party to enter into this Agreement or to abide by or consummate any transactions contemplated hereby, except representations and warranties, if any, expressly set forth herein. No alteration, amendment, change or addition to this Agreement shall be binding upon either Party unless in writing and signed by the Party to be charged. 12. Severability. If any provision of this Agreement, or any portion of any provision of this Agreement, is declared null and void, such provision, or such portion of a provision, deemed null and void shall be considered separate and apart from the remainder of this Agreement, which shall remain in full force and effect. 13. Further Assurances. Each Party hereby agrees to execute such further instruments or agreements and take such further actions as may be reasonably requested by the other Party at any time after the execution hereof to give effect to this Agreement and the transactions

5 contemplated hereby, including, without limitation, the use of the Road(s) by Operator for Road Use Activities and/or Construction Activities. 14. Counterpart Signatures. This Agreement may be executed in any number of counterparts and by the Parties on separate counterparts, each of which shall be deemed an original for all purposes, but all of which together shall constitute one and the same instrument. 15. Authority of Parties. The individuals who have executed this Agreement on behalf of the respective Parties expressly represent and warrant that they are authorized to sign on behalf of such Parties for the purpose of duly binding such Parties to this Agreement. IN WITNESS WHEREOF, the Parties have caused their respective, duly authorized officers to execute this Agreement under seal as of the day and year first above written. MUNICIPALITY By: Name: Title: OPERATOR By: Name: Title: