Exhibit 10.3 GAS FRANCHISE AGREEMENT THIS AGREEMENT ("Agreement"), made and entered into this 17th day of November, 2015, by and between the TOWN OF VINTON, VIRGINIA, a Virginia municipal corporation ("Grantor"), and ROANOKE GAS COMPANY, a Virginia corporation ("Grantee"). WHEREAS, Grantor has reviewed the proposal for a Gas Franchise of Grantee; and WHEREAS, Grantor, at a duly authorized and regular meeting of its Town Council, did vote to grant a renewal of the Gas Franchise to Grantee pursuant to provisions of the State Code and Town Charter. NOW, THEREFORE, in consideration of said grant of renewal of the Gas Franchise, the parties agree as follows: 1. GRANT. Grantor hereby grants to Grantee and Grantee hereby accepts a franchise to construct, reconstruct, operate, maintain, repair, and extend a Gas Distribution System within Grantor's Territorial Limits in accordance with the terms and conditions set forth below ("Franchise"). The Franchise is granted pursuant to Grantor's Franchise Ordinance (Ordinance No. 967), adopted November 17, 2015, ("Ordinance"), which is incorporated by reference herein, including any applicable definitions. 2. TERM. The term of the Franchise shall be twenty (20) years, commencing on January 1, 2016. 3. FRANCHISE FEE. (a) Grantee shall pay to Grantor a Franchise Fee which shall be calculated pursuant to this Section. It is understood that Grantee has or will enter into franchise agreements with the City of Roanoke ("Roanoke") and the City of Salem ("Salem") and the Town of Vinton ("Vinton") (Grantor, Roanoke and Salem being hereinafter sometimes collectively referred to as the "localities" and singularly as a "locality") with fee provisions identical to this one, and that the total annual Franchise Fee to be paid to the three localities in aggregate is $98,196 for calendar year 2016 ("base year total annual Franchise Fee"). Grantor's Franchise Fee shall be a percentage share