PA PAID UP LEASE Lease No.____________

Rev. 10.1.09

PAID UP

OIL AND GAS LEASE

This Lease Agreement is made and entered into this____________ day of___________________________ , 20_

between John Kesich and Emily Rizzo, husband and wife______________________________________________

________ RR 2 Box 168 A__________________________________________________________________________

Millerton, PA 16936

as Lessor, (whether one or more), and EAST RESOURCES INC., having an office at 51 WEST MAIN STREET, P.O. BOX 279, ALLEGANY, NEW YORK, 14706. as Lessee

(1) LEASE - In consideration of the sum of One Dollar ($1.00) in hand paid, the receipt of which is hereby
acknowledged, and in further consideration of the covenants and agreements herein contained. Lessor does hereby grant, demise,
lease and let exclusively to Lessee, its successors and assigns, the lands hereafter described for the purpose of exploring for.
developing, producing and marketing oil, gas or other related substances produced in association therewith by all methods now
known or hereafter known or hereafter discovered, in and under the following described land:

(2) DESCRIPTION - All that certain tract of land situate in the Township of Rutland. Tioga County, Commonwealth
of Pennsylvania, generally bounded now or formerly as follows:

On the North by M. Kohler_______________________________________________________________________________

On the East by R. Kreitzer_______________________________________________________________________________

On the South by J. Sweely________________________________________________________________________________

On the West by D. Schmidt_______________________________________________________________________________

and for reference purposes only, being County Tax Parcel No. 31-PL01-030-A, being the same tract of land acquired by Lessor by virtue of a Deed from Darin B. Greenlee And Laurie L. Greenlee as recorded in the office of the Recorder of Deeds in Tioga County in Pennsylvania, Deed Book/Page or Instrument 746/6686 and stipulated to contain, for the purpose of calculating rentals. 55.50. acres, more or less, and hereinafter called "leased premises". This lease includes all accreted or submerged lands contiguous to the leased premises claimed or owned by Lessor.

(3) TERM - Subject to the other provisions contained herein, this lease shall be in force for a primary term of Five (5)
years and for so long thereafter as oil. gas or other substances covered hereby are produced in paying quantities from the leased
premises or from lands pooled therewith or this lease is otherwise maintained pursuant to the provisions hereof. It is understood
that so long as this lease is extended beyond the primary term by any provision of this lease. Lessee may commence, resume, or
continue the exercise of any of the rights, privileges or purposes hereof during such extended term

EXTENSION OF TERM: At Lessee's option, Lessee may extend the primary term of this lease for an additional

period equal to the primary term by paying or tendering to Lessor an extension payment of S___________ per acre payable at any

time prior to the expiration of the primary term. If Lessee exercises this option, the primary term of this lease shall be considered to be continuous, commencing on the date hereof and continuing to the end of the extended primary term.

(4)  ROYALTY PAYMENT - On oil and gas, along with all hydrocarbon and non-hydrocarbon substances produced
in association therewith, (except storage gas) Lessee shall deliver to Lessor, as royalty fifteen percent (15%) of the proceeds
realized by Lessee for that produced and marketed off the leased premises.

(5)  LESSOR'S INTEREST - If Lessor owns an interest in the leased premises less than the entire and undivided estate
herein leased, then the royalties, shut-in royalties and rentals herein provided shall be paid by Lessee only in the proportion to
which Lessor's interest bears to the whole and undivided estate. If the leased premises shall hereafter be subdivided, the leased
premises shall nevertheless be developed and operated as one lease, and all royalties accruing hereunder shall be treated as an
entirety, and shall be divided among and paid to such separate owners in the proportion that the acreage owned by each owner
bears to the entire leased acreage. Lessee shall not be bound by any change in the ownership of the leased premises or any
change of the address of Lessor until furnished with such documentation from Lessor as Lessee may reasonable require.

(6)  BONUS CONSIDERATION - This lease is made on the condition that within ninety (90) days from the date of

this lease, Lessee shall pay to the Lessor the sum of_______________ Dollars ($ ) per acre. FAILURE BY LESSEE TO

PAY THE BONUS CONSIDERATION WITHIN NINETY (90) DAYS OF THE DATE HEREIN SHALL RENDER THIS LEASE NULL AND VOID

 

(7) DIRECTION OF PAYMENT - All payments herein may be directed to the Lessor or deposited to Lessor's credit or to the credit of Lessor's respective heirs or assigns by check payable to the order and address as set forth above. Lessee shall not be obligated to alter payments as directed above unless with written notice Lessor or Lessor's heirs or assigns direct Lessee otherwise.

(8) CONTINUING OPERATIONS - If at the end of the primary term or any extension thereof this lease is not being kept in force by any other provision hereof but Lessee is then engaged in drilling, completing, reworking, equipping or any other operation calculated to obtain production on the leased premises or lands pooled therewith, this lease shall remain in force as long as such operations are conducted in a reasonably prudent manner. At any time after the expiration of the primary term, this lease is not being kept in force by any other provision hereof, Lessor agrees to extend the term one year beyond the completion of plugging operations of the last well on leased premises to permit Lessee to deepen, rework or recomplete said well or to


PA PAID UP LEASE Lease No.____________

Rev. 10.1.09

commence operations for the drilling of another well and if such operations result in the production of any substance covered hereby, this lease will be extended as long thereafter as production continues in paying quantities.

(9) POOLING - Lessee is hereby granted the right to pool or unitize the leased premises, or any part thereof, with any-
other property for the production of any substance covered hereby, so as to create one or more drilling or production units. Said
drilling or production units shall not exceed six hundred forty (640) acres or such size as may be permitted to conform to the
rules and regulations of any governmental agency claiming jurisdiction. In the event this lease is so unitized, the Lessor agrees to
accept in lieu of the royalty herein before recited, such proportion of the royalty above provided as the acreage contributed by this
lease bears to the total acreage comprising the unit.

Lessee shall create the unit by executing an instrument identifying and describing the pooled acreage and shall mail a copy thereof to the Lessor's last known address. Lessee shall have the recurring right to revise any unit formed hereunder either before or after commencement of production. In the event of a revision. Lessee shall execute a written instrument describing the revised unit and stating the effective date of the revision. Lessee shall mail a copy thereof to the Lessor's last known address and the proportion of unit production on which royalties are payable hereunder shall thereafter be adjusted accordingly. Lessee may terminate the unit by filing of record a written declaration describing the unit and stating the date of termination.

Production, drilling or reworking operations anywhere on a unit which includes all or any part of the leased premises shall, except for the payment of royalties, be treated as if it were production, drilling or reworking operations on the leased premises.

(10)  GAS STORAGE - Lessee shall have the exclusive right to use any formation underlying the leased premises for
the storage of gas and shall have all rights necessary to store and produce such stored gas. At the time of exercising the rights to
store gas hereunder, Lessee shall pay Lessor's proportionate share of the estimated recoverable gas remaining in the relevant well
located on the leased premises using methods of calculating gas reserves as are generally accepted by the oil and gas industry.
Lessee agrees to pay Lessor an annual rental of five dollars ($5.00) per acre for all leased premises which Lessee wishes to use
for the storage of gas payable in advance while the leased premises are so used and so long as storage payment is made all
provisions of this lease shall remain in full effect.

(11)  ANCILLARY RIGHTS - Lessor grants to the Lessee the right of ingress and egress over, under and through said
leased premises with the exclusive right to conduct such operations on the leased premises as may be necessary for the
exploration and production of oil, gas or other related substances covered hereby, including but not limited to geophysical
operations, the drilling of wells, and the constructions and use of roads, pipelines, tanks, water wells, disposal wells, injection
wells, pits, electric and telephone lines, and other facilities necessary, useful or convenient to produce, save, take care of, treat,
process, store and transport oil, gas and other products with the right to transport by pipelines or otherwise, oil, gas, water and
their constituents from the leased premises and other lands regardless of the source of such substances and the exclusive right of
injecting water, air, brine, gas and other fluids into subsurface strata. Lessee shall also have the right of placing electric and
telephone lines over the leased premises; the right to erect necessary buildings, tanks, towers, stations or other structures thereon;
the right to use free from royalty sufficient oil, gas and water produced from the leased premises for all operations thereon
(provided it finds water at its own expense).

The term "gas'' as used herein includes helium, carbon dioxide, gaseous sulfur compounds, methane produced from coal formations and other commercial gases, as well as normal hydrocarbon gases including casinghead gas.

Lessee at any time, and from time to time, may surrender this lease as to all or any part thereof by recording an appropriate instrument of surrender in the proper county and thereupon this lease and the rights, rentals and obligations of the parties hereunder shall terminate as to the part so surrendered: provided however, that upon each surrender as to any part of the lease, Lessee shall maintain such easements rights to the surrendered portion as may be appropriate to its enjoyment of the portion not surrendered.

When requested by Lessor in writing. Lessee shall bury its pipelines below plow depth in areas utilized for farming operations. No well shall be located within two hundred (200) feet from any house now on the leased premises without Lessor's consent and Lessee shall pay for damage caused by its operations to growing crops and marketable timber thereon. Lessee shall have the right to remove its fixtures, equipment and materials, including well casing, from the leased premises during the term of this lease and within a reasonable time thereafter.

(12)  SHUT-IN ROYALTY - If during or after the primary term of this lease, all wells on the leased premises or within
a unit that includes all or a part of the leased premises, are shut-in, suspended or otherwise not producing for any reason
whatsoever for a period of twelve (12) consecutive months, and there is no current production of oil or operations on said leased
premises sufficient to keep this lease in force and this lease is not otherwise kept in force by other provisions of this lease, Lessee
may maintain this lease in effect by tendering to Lessor as shut-in royalty, a sum equal to five dollars ($5.00) per acre. Said shut-
in royalty shall be paid or tendered to the Lessor within ninety (90) days after the next ensuing yearly anniversary of the date of
this lease, and thereafter on or before each yearly anniversary of the date hereof while the wells are shut-in or production
therefrom is not being marketed by Lessee. Upon payment of the shut-in royalty as provided herein, this lease will continue in
force during all of the time or times while such wells are shut-in but failure to properly pay shut-in royalties shall render Lessee
liable only for the amount due and shall not operate to terminate this lease.

(13)  TAXES - All taxes assessed or payable on the oil and gas including any ad valorem, production, severance,
business, occupation or other excise taxes or any increase in the real estate taxes, or taxes in lieu of real estate taxes imposed
because of the oil and gas operations under this lease shall be paid by the parties hereto in proportion to their interest.

(14)  FORCE MAJEURE - Should Lessee be prevented from complying with any expressed or implied covenant of
this lease, from conducting drilling, or re-working operations thereon or from producing oil and gas or other substances by reason
of scarcity of or inability to obtain or use equipment, men or material, or by operation of force majeure such as storm flood, fire,
or other acts of God, war. rebellion, insurrection, riot, strikes, differences with workmen or failure of carriers to transport or
furnish facilities for transportation, or as a result of some law, order or regulation of the government, or as a result of shortage in
material or equipment, or as a result of any cause whatsoever beyond the control of the Lessee, then while so prevented, Lessee's
obligation to comply with such covenant shall be suspended and this lease shall be extended while and for a period of time equal
to that during which Lessee is so prevented from complying.


PA PAID UP LEASE Lease No._______________

Rev. 10.1.09

(15)  DEFAULT - No default shall be declared against the Lessee for failure to make payment or perform any
conditions provided for herein unless the Lessee shall refuse or neglect to pay or perform the same for sixty (60) days after
having received written notice from Lessor.

(16)  SUCCESSORS AND ASSIGNS - All covenants and conditions between the parties hereto shall extend to their
heirs, executors, successors and assigns and the Lessor hereby generally warrants and agrees to defend the title to the leased
premises, but no change or division in ownership of the leased premises shall operate to enlarge the obligations or diminish the
rights of the Lessee. Lessor agrees that the Lessee, at its option, may pay, discharge or redeem any taxes, mortgages or other liens
existing, levied or assessed on or against the leased premises, and in the event it exercises such option, it shall be subrogated to
the rights of any holder or holders thereof and may reimburse itself by applying any royalty or rentals accruing hereunder to the
discharge of any such taxes, mortgages or other liens.

(17)  ACCEPTANCE - This lease contains all of the agreements and understanding of the Lessor and Lessee respecting
the subject matter hereof and no implied covenants or obligations, or verbal representations or promises have been made or relied
upon by Lessor or Lessee supplementing or modifying this lease or as an inducement thereto.

(18)  WAIVER IN WRITING - The failure of either party to enforce or exercise any provision of this lease shall not
constitute or be considered as a waiver of the provision in the future unless the same is expressed in writing and signed by the
respective parties.

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the date first written above.

WITNESS:

Lessor John Kesich

Lessor's SS #
Phone# ______

Lessor Emily Rlzzo

Lessor's SS # _____

Phone #

Lessor

Lessor's SS # _____

Phone #

Lessor _____

Lessor's SS ## ____

Phone #


PA PAID UP LEASE Lease No._______________

Rev. 10.1.09

Standard Acknowledgement

COMMONWEALTH OF PENNSYLVANIA )

COUNTY OF

On the____day of in the year 20 before me. the undersigned, a notary public in and for

said state, personally appeared__________________________________________________ . personally known to me or

proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s) or the person upon behalf of which the individual(s) acted, executed the instrument.

Notary Public

 

Standard Acknowledgement

COMMONWEALTH OF PENNSYLVANIA

}ss:

COUNTY OF

On the ____ in the year 20

day of _

before me, the undersigned, a notary public in and
______________________ . personally known to me

for said state, personally appeared__________________________________________________

or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s) or the person upon behalf of which the individual(s) acted, executed the instrument.

Notary Public

Standard Acknowledgement

COMMONWEALTH OF PENNSYLVANIA COUNTY OF

}ss: day of

in the year 20_

On the

before me. the undersigned, a notary public in and
______________________ , personally known to me

for said state, personally appeared__________________________________________________

or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies). and that by his/her/their signature(s) on the instrument, the individual(s) or the person upon behalf of which the individual(s) acted, executed the instrument.

Notary Public

Standard Acknowledgement

STATE OF

COUNTY OF

}ss:

On the

day of

in the vear 20

before me, the undersigned, a notary public in and
_____________________ , personally known to me

for said state, personally appeared__________________________________________________

or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s) or the person upon behalf of which the individual(s) acted, executed the

On the_______ day of________________________ in the year 20_______ before me, the undersigned, a notary public in and

for said state, personally appeared_______________________________________________________ , personally known to me

or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s) or the person upon behalf of which the individual(s) acted, executed the instrument.

Notary Public

Standard Acknowledgement

On the day of in the year 20 before me, the undersigned, a notary public in and

for said state, personal!} appeared . personally known to me

or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s) or the person upon behalf of which the individual(s) acted, executed the instrument.

Notary Public