CLOSING AGREEMENT

McDowell Wells. The wells in McDowell county, West Virginia, that are more particularly described on Annex I (the “McDowell Wells”) shall be deemed to be deleted from Exhibit B to the Acquisition Agreement and shall be deemed to be Excluded Assets for purposes of the Acquisition Agreement. Further, in respect of the McDowell Wells, the amount of the Producing Properties Cash Payment shall be reduced by the amount set forth on Schedule I.

Adjustments to Closing Cash Payments. The Parties agree that Section 3.2(b)(vi) of the Acquisition Agreement shall be replaced with the following:

Additional Wells; Additional Well Costs. The Parties acknowledge (a) that, in addition to the Wells listed on Exhibit B to the Acquisition Agreement, Noble will be acquiring an interest in certain additional wells that have been drilled and completed, such wells being set forth on Annex II, and wells that have been spudded but not completed (the “Additional Wells”) and (b) that CONSOL has incurred prior to the Effective Time and paid certain Property Expenses and other costs and expenses attributable to the interest that Noble is acquiring in such Additional Wells (the “Additional Well Costs”). The Parties hereby agree that, in respect of the Additional Wells and the Additional Well Costs, a new Section 3.2(a)(vi) shall be added to the Acquisition Agreement, which shall read as follows:

Additional and Excluded Leases and Fee Interests. The Leases listed on Annex III-1 as “Additional Unscheduled Leases” (the “Additional Unscheduled Leases”) shall be deemed to be added to Part 1 (Non-Producing Leases) of Exhibit A to the Acquisition Agreement and

Net Acres and Leases. With respect to each of the Leases listed on Annex IV (the “Revised Scheduled Leases”), the Conveyed Interests may only contain the Net Acres set forth for such Lease on Annex IV (which is less than the Net Acres set forth for such Lease on Exhibit A and Schedule 1.1 to the Acquisition Agreement). For purposes of Closing, CONSOL agrees to assume that each Revised Scheduled Lease contains only the Net Acres set forth for such Revised Scheduled Lease on Annex IV and, as a result of such assumption, the Parties agree that (a) Net Acres for each Revised Scheduled Lease as listed on Exhibit A and Schedule 1.1 to the Acquisition Agreement shall be deemed to be replaced with the corresponding Net Acres set forth on Annex IV, (b) Allocated Value for each Revised Scheduled Lease as listed on Schedule 1.1 to the Acquisition Agreement shall be deemed to be replaced with the corresponding Allocated Value set forth on Annex IV, and (c) the First Cash Payment, the Second Cash Payment, the Third Cash Payment and the Carried Cost Obligation shall each be decreased by the amounts set forth on Schedule I. Notwithstanding the foregoing, following the Closing and prior to the Title Defect Claim Date, if CONSOL is able to establish (either pursuant to the Parties mutual agreement or pursuant to the title dispute resolution procedures set forth in Section 5.3(j) of the Acquisition Agreement, which shall apply mutatis mutandis) that any Revised Scheduled Lease contains a greater number of Net Acres than the Net Acres set forth for such Revised Scheduled Lease on Annex IV, then with respect to any such Revised Schedule Lease, the Parties agree that, in lieu of treating such additional Net Acres as a Title Benefit under the terms of the Acquisition Agreement, the Parties will increase (a) the amount of each of the First Cash Payment, the Second Cash Payment, the Third Cash Payment by one-third of one-half of the Allocated Value associated with the additional Net Acres attributable to such Revised Scheduled Lease (provided that if Noble made any of the foregoing cash payments prior to the date that CONSOL is able to establish that any Revised Scheduled Lease contains a greater number of Net Acres than the Net Acres set forth for such Revised Scheduled Lease on Annex IV, then within 5 Business Days after such Net Acres amount is established Noble shall pay to the applicable Cost Reconciliation Account the amount it would have been required to pay in connection with the payment of such prior cash payment(s) if such greater Net Acres had been established prior to the date of such payments(s)) and (b) the Carried Cost Obligation by one-half of the Allocated Value associated with the additional Net Acres attributable to such Revised Scheduled Lease.

Duplicate Leases. With respect to each of the Leases listed on Annex V (the “Duplicate Leases”), the Parties agree that (a) each Duplicative Lease is reflected more than once on Exhibit A to the Acquisition Agreement, (b) all references on Exhibit A and Schedule 1.1 to the Acquisition Agreement to the Duplicate Leases shall be deemed to be deleted and the

Minimum Net Acres. The Parties agree that, in respect of the Additional Unscheduled Leases, the Additional Production Leases, the Excluded Leases, the Duplicate Leases, the Revised Scheduled Leases, the Hard Consent Assets and the Preferential Purchase Right Assets, Schedule 1.2 to the Acquisition Agreement shall be replaced Schedule 1.2 attached hereto as Annex VI.

Conveyed Interests. The Parties agree that Section 2.1(a)(i) of the Acquisition Agreement shall be replaced with the following:

Retained Interests. The Parties agree that the definition of “Retained Interests” that is used in the Acquisition Agreement shall be replaced with the following definition:

Additional Interests. The term “Additional Interests” as defined in the Acquisition Agreement and the Development Agreement shall be deemed to exclude any Leases in the Development Area that have been acquired since April 29, 2011 by CONSOL from any of its Affiliates.

Indemnity Provisions. The Parties agree that Section 13.12 of the Acquisition Agreement shall be removed from the Acquisition Agreement and given no force or effect.

Well No. 015903. The Parties acknowledge that the Lease referenced in Exhibit B to the Acquisition Agreement for Well No. 015903 (API # 3712927880) is “MAWC TR 25 BOWMAN #4” (and not “MAWC TR 7 BOWMAN #4”) and that such reference will be corrected in the Assignment that is executed at Closing.

Environmental Defects. The Parties acknowledge that Noble did not deliver an Environmental Defect Notice on or prior to the Environmental Defect Claim Date and, at Closing, no adjustments will be made to the Closing Cash Payment in respect of any alleged Environmental Defects.

Pre-Closing Title Defects. The Parties acknowledge that Noble did not deliver a Title Defect Notice on or prior to Closing and, at Closing, no adjustments will be made to the Closing Cash Payment in respect of any alleged Title Defects.

Consent Schedule. The following Consents shall be deemed to be added to Schedule 7.4 of the Acquisition Agreement:

Material Contracts Schedule. The following Contracts shall be deemed to be added to Schedule 7.8 of the Acquisition Agreement:

Preferential Purchase Right Schedule. The following Preferential Purchase Right shall be deemed to be removed from Schedule 7.10 of the Acquisition Agreement:

Hard/Soft Consents. CONSOL has not obtained those Consents set forth on Annex VII. The Consents listed on Annex VII that are marked with a “” in the column entitled “Hard Consent” are referred to herein as the “Hard Consents,” and the remaining Consents listed on Annex VII are referred to herein as the “Soft Consents.”

Preferential Purchase Rights. The Preferential Purchase Rights listed on Annex VIII have either (a) not been waived by the appropriate party and the period for exercising such Preferential Purchase Right has not lapsed (the “Outstanding Preferential Purchase Rights”) or (b) been exercised by the appropriate party (the “Exercised Preferential Purchase Rights”). The Exercised Preferential Purchase Rights are marked with a “” in the column entitled “Exercised” on Annex VIII.

Sublease Agreement. With respect to that certain Oil & Gas Sublease Agreement, dated July

Gathering Contracts. With respect to the Gathering Contracts, certain agreements of the Parties are set forth on Schedule II.

Rights-of-Way. The rights-of-way exhibit that is attached as Exhibit C to the Acquisition Agreement shall be replaced with the rights-of-way exhibits attached to the counterparts of the New Assignment.

Excluded Assets. The Parties agree that the definition of “Excluded Assets” shall include all SCADA and similar control equipment and network communication towers and Federal Communication Commission licenses.

Assignment and Bill of Sale. At Closing, in lieu of executing the form of Assignment attached to the Acquisition Agreement, the Parties shall execute the form of Assignment and Bill of Sale and form of Mineral Interest Deed attached hereto as Annex X-1 and Annex X-2 (collectively, the “New Assignment”) and all references in the Acquisition Agreement to the “Assignment” shall hereafter be deemed to refer to the New Assignment.

Development Agreement. At Closing, in lieu of executing the form of Development Agreement (including Exhibits) attached to the Acquisition Agreement, the Parties shall execute the form of Development Agreement (including Exhibits) attached hereto as Annex XI (collectively, the “New Development Agreement”) and all references in the Acquisition Agreement to the “Development Agreement” shall hereafter be deemed to refer to the New Development Agreement.

Development Plan and Annual Plan and Budget. The Parties agree to, and to cause their representatives on the Joint Development Committee (as defined in the New Development Agreement) use their commercially reasonable efforts to mutually agree upon a more detailed Development Plan (as such term is defined in the New Development Agreement) and Annual Plan and Budget (as such term is defined in the New Development Agreement) for calendar year 2012, in each case, prior to December 15, 2011. If the Parties are able to reach such agreement, such agreed upon Development Plan and/or Annual Plan and Budget, as applicable, will replace the Development Plan attached to the New Development Agreement as Exhibit E and/or the Annual Plan and Budget attached to the New Development Agreement as Exhibit F, as applicable; provided that if the Parties are unable to reach such agreement, the Development Plan attached as of the date hereof to the New Development Agreement as Exhibit E and/or the Annual Plan and Budget attached as of the date hereof to the New Development Agreement as Exhibit F, as applicable, shall remain in effect.

Tax Partnership Agreement. With respect to the Tax Partnership Agreement, certain agreements of the Parties are set forth on Schedule III.

NAESB Agreement. At Closing, in lieu of executing the form of NAESB Agreement attached to the Acquisition Agreement, the Parties shall execute the form of NAESB Agreement attached hereto as Annex XII (the “New NAESB Agreement”) and all references in the Acquisition Agreement to the “NAESB Agreement” shall hereafter be deemed to refer to the New NAESB Agreement.

Recordings. The Parties agree that the Assignments and Bills of Sale (including any associated affidavits of tax value), Deeds and Mineral Interest Deeds being executed by the Parties, as a result of, inter alia, acreage additions or deletions, may include allocated tax values for the Conveyed Interests that are different than the Allocated Values attributable to such Conveyed Interests under the Acquisition Agreement and this Agreement. Accordingly, the Parties agree that they shall cooperate with each other prior to the recording of such Assignments and Bills of Sale, Deeds and Mineral Interest Deeds to ensure that the allocated tax values for the Conveyed Interests are consistent with the Allocated Values attributable to such Conveyed Interests under the Acquisition Agreement and this Agreement.

Ratification. The Parties hereby ratify and confirm the terms and provisions of the Acquisition Agreement, to the extent modified hereby, for all purposes.