EX-10.3



 Exhibit 10.3 

EXECUTION VERSION 

TENDER AND SUPPORT AGREEMENT 

This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of October 24, 2016, is made and entered into by and among EQT
Corporation, a Pennsylvania corporation (“Parent”), WV Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of Parent (“Purchaser”), and the stockholders of Trans Energy Inc., a Nevada corporation
(the “Company”), listed on Schedule I hereto (collectively, the “Stockholders” and each, a “Stockholder”). Capitalized terms used herein without definition shall have the respective
meanings specified in the Merger Agreement (as defined below). 
 WHEREAS, as of the date hereof, each Stockholder is the record and
beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of the number of issued and outstanding shares of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”) set forth opposite such
Stockholder’s name on Schedule I (all such shares of Company Common Stock, together with any shares of Company Common Stock that are hereafter issued to or otherwise directly or indirectly acquired or beneficially owned by such
Stockholder prior to the Termination Date (as defined below) (collectively “After-Acquired Shares”), being referred to herein as the “Subject Shares” of such Stockholder), provided that “Subject Shares”
shall not include Shares beneficially owned in the form of Company Stock Options or Restricted Shares, but only to the extent such Company Stock Options or Restricted Shares remain unvested, restricted or unexercised, as the case may be; 

WHEREAS, contemporaneously with the execution of this Agreement, Parent, Purchaser, and the Company are entering into an Agreement and Plan of
Merger, dated as of the date hereof (the “Merger Agreement”), which provides, among other things, for Purchaser to commence a tender offer for any and all of the issued and outstanding shares of Company Common Stock (the
“Offer”) and, following the completion of the Offer, the merger of Purchaser with and into the Company (the “Merger”) upon the terms and subject to the conditions set forth in the Merger Agreement; and 

WHEREAS, as a condition to the willingness of Parent and Purchaser to enter into the Merger Agreement and as an inducement and in
consideration therefor, each Stockholder has agreed to enter into this Agreement. 
 NOW, THEREFORE, in consideration of the foregoing and
the respective representations, warranties, covenants and agreements set forth herein and in the Merger Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, do hereby agree as follows: 
 ARTICLE I 

AGREEMENT TO TENDER AND VOTE 

1.1 Agreement to Tender. Subject to the terms of this Agreement, unless the Merger Agreement has been validly terminated in
accordance with its terms, each Stockholder hereby agrees to accept the Offer with respect to all the Subject Shares of such Stockholder and tender or cause to be tendered in the Offer all of such Stockholder’s Subject Shares that such








 
Stockholder is permitted to tender under applicable Law pursuant to and in accordance with the terms of the Offer, free and clear of all Share Encumbrances except for Permitted Share Encumbrances
(each as defined below). Without limiting the generality of the foregoing, as promptly as practicable after, but in no event later than ten Business Days after, the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the
Offer (or in the case of any After-Acquired Shares directly or indirectly issued to or acquired or otherwise beneficially owned by such Stockholder subsequent to such tenth Business Day, or in each case if such Stockholder has not received the Offer
Documents by such time, no later than two Business Days after the acquisition of such After-Acquired Shares or receipt of the Offer Documents, as the case may be), each Stockholder shall deliver pursuant to the terms of the Offer (a) a letter of
transmittal (together with all other documents or instruments required to be delivered by Company stockholders pursuant to such letter) with respect to all of such Stockholder’s Subject Shares complying with the terms of the Offer and (b) a
certificate or certificates representing all such Subject Shares that are certificated or, in the case of Subject Shares that are Book Entry Shares, written instructions to such Stockholder’s broker, dealer or other nominee that such Subject
Shares be tendered in the Offer, including a reference to this Agreement, and requesting delivery of an “agent’s message” or such other evidence, if any, of transfer as the Paying Agent may request to effect or evidence the transfer
thereof. Each Stockholder agrees that, once any of such Stockholder’s Subject Shares are tendered, such Stockholder will not withdraw such Subject Shares from the Offer, unless and until (i) the Merger Agreement shall have been validly
terminated in accordance with its terms, (ii) the Offer shall have been terminated, withdrawn or shall have expired, or (iii) this Agreement shall have been terminated in accordance with Section 5.2 hereof. Upon the occurrence of (i),
(ii) or (iii) in the preceding sentence, Parent and Purchaser shall promptly return, and shall cause the Paying Agent to promptly return, all Subject Shares tendered by Stockholder. 

1.2 Agreement to Vote. Each Stockholder hereby irrevocably and unconditionally agrees that, subject to the terms of this
Agreement, until the Termination Date, at any annual or special meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent
of the stockholders of the Company, such Stockholder shall, in each case to the fullest extent that such Stockholder’s Subject Shares are entitled to vote thereon: (a) appear at each such meeting or otherwise cause all such Subject Shares to be
counted as present thereat for purposes of determining a quorum; and (b) be present (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a written consent with respect to, all of such Subject Shares (i)
unless the Merger Agreement has been validly terminated in accordance with its terms, against any action or agreement that is intended or would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other
obligation or agreement of the Company contained in the Merger Agreement or of any Stockholder contained in this Agreement or (B) result in any of the conditions set forth in Article VII of the Merger Agreement not being satisfied in a timely
manner; (ii) against any Alternative Proposal or any action in furtherance of a specific Alternative Proposal, (iii) unless the Merger Agreement has been validly terminated in accordance with its terms, against any other action, agreement or
transaction involving the Company or any Company Subsidiary that is intended or would reasonably be expected to impede, interfere with, delay, postpone, adversely affect or prevent the consummation of the Offer or the Merger or the other
transactions contemplated by the Merger Agreement, including (x) any extraordinary corporate transaction, such as a merger, consolidation or other business 

  
 2 








 
combination involving the Company (other than the Transactions); (y) a sale, lease, license or transfer of a material amount of assets of the Company or any reorganization, recapitalization or
liquidation of the Company; or (z) any change in the present capitalization of the Company or any amendment or other change to the Company Articles or Company By-Laws as in effect on the date hereof and (iv) unless the Merger Agreement has been
validly terminated in accordance with its terms, in favor of any matter necessary for the consummation of the Transactions, and in connection therewith to execute any documents reasonably requested by Parent that are necessary and appropriate in
order to effectuate the Transactions. No Stockholder shall agree or commit to take any action inconsistent with the foregoing. Subject to the proxy granted under Section 1.3 below, each Stockholder shall retain at all times the right to vote
the Subject Shares (with respect to which the Stockholder is entitled to vote) in such Stockholder’s sole discretion, and without any other limitation, on any matters other than those set forth in this Section 1.2 that are at any time or
from time to time presented for consideration to the Company’s stockholders generally. 
 1.3 Irrevocable Proxy. Solely
with respect to the matters described in Section 1.2, for so long as the Termination Date has not occurred, each Stockholder hereby irrevocably grants to, and appoints, Parent, and any individual designated in writing by Parent, and each of
them individually, as its proxy and attorney-in-fact with full power of substitution and resubstitution, for and in the name, place and stead of such Stockholder, to the full extent of such Stockholders’ voting rights with respect to all such
Stockholders’ Subject Shares (which proxy is irrevocable and which appointment is coupled with an interest, including for purposes of NRS 78.355), to vote, and to execute written consents with respect to, all such Stockholders’ Subject
Shares (with respect to which the Stockholder is entitled to vote) on the matters described in Section 1.2 and in accordance therewith. Each Stockholder hereby affirms that such irrevocable proxy is given in connection with the execution of
the Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to
be done by virtue hereof. Each Stockholder agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. Such proxy shall automatically terminate upon the
occurrence of the Termination Date. Parent may terminate this proxy with respect to a Stockholder at any time at its sole election by written notice provided to such Stockholder. 

ARTICLE II 

REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS 

Each Stockholder represents and warrants, severally and not jointly, to Parent and Purchaser that: 

2.1 Authorization; Binding Agreement. If such Stockholder is not an individual, such Stockholder is duly organized and validly
existing in good standing under the Laws of the jurisdiction in which it is incorporated or constituted and the consummation of the transactions contemplated hereby are within such Stockholder’s entity powers and have been duly authorized by
all necessary entity actions on the part of such Stockholder, and such Stockholder has full power and authority to execute, deliver and perform this Agreement and to consummate the 

  
 3 








 
transactions contemplated hereby. If such Stockholder is an individual, such Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform such
Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with
its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and to general equity principles). If such Stockholder is married, and any
of the Subject Shares of such Stockholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly executed and delivered by such Stockholder’s
spouse and is enforceable against such Stockholder’s spouse in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights
generally and to general equity principles). 
 2.2 Non-Contravention. Neither the execution and delivery of this Agreement by
such Stockholder nor the consummation of the transactions contemplated hereby nor compliance by such Stockholder with any provisions herein will (a) if such Stockholder is not an individual, violate, contravene or conflict with, or result in a
breach of any provision of, the certificate of incorporation or bylaws (or other similar governing documents) of such Stockholder, (b) require any consent of, or registration, declaration or filing with, any Governmental Entity on the part of such
Stockholder, except for the filing of such reports as may be required under Sections 13(d) and 16 of the Exchange Act in connection with this Agreement and the transactions contemplated hereby, (c) violate, contravene or conflict with, or result in
a breach of any provisions of, or require any consent, waiver or approval or result in a default or loss of a benefit (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice,
the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Contract or other instrument or obligation to which such Stockholder is a party or by which such
Stockholder or any of its Subject Shares are bound, (d) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Share Encumbrance of any kind on any asset of such Stockholder (other
than one created by Parent or Purchaser or otherwise pursuant to this Agreement), or (e) violate, contravene or conflict with any Law applicable to such Stockholder or by which any of its Subject Shares are bound, except for any of the foregoing as
could not reasonably be expected, either individually or in the aggregate, to impair, impede, delay or frustrate the ability of such Stockholder to perform such Stockholder’s obligations hereunder or to consummate the transactions contemplated
hereby on a timely basis. 
 2.3 Ownership of Subject Shares; Total Shares. Such Stockholder is the record and beneficial owner
(as defined in Rule 13d-3 under the Exchange Act) of all such Stockholder’s Subject Shares and has good and marketable title to all such Subject Shares free and clear of any Encumbrances, proxies, voting trusts or agreements, options or rights,
understandings or arrangements inconsistent with this Agreement or the transactions contemplated hereby, or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject
Shares (collectively, “Share Encumbrances”), except for any such Share Encumbrance that may be imposed pursuant to (i) this Agreement and (ii) any applicable restrictions on transfer under the Securities Act or any state securities
law 

  
 4 








 
(collectively, “Permitted Share Encumbrances”). The shares of Company Common Stock listed on Schedule I opposite such Stockholder’s name constitute all of the shares
of Company Common Stock owned by such Stockholder, beneficially or of record, as of the date hereof, and such Stockholder and its Affiliates do not own, beneficially or of record, any restricted stock, restricted stock units, options, warrants or
other rights to acquire shares of Company Common Stock or any securities convertible into or exchangeable for shares of Company Common Stock. 

2.4 Voting Power. Such Stockholder has sole voting power with respect to all such Stockholder’s Subject Shares, and sole
power of disposition, sole power to issue instructions with respect to the matters set forth in Article I and Article IV herein, sole power to demand or waive any and all dissenter’s, appraisal or similar rights (whether arising under the
Dissenter’s Rights Statutes or otherwise) with respect to the Subject Shares and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all such Stockholder’s Subject Shares. 

2.5 Reliance. Such Stockholder has had the opportunity to review the Merger Agreement and this Agreement with counsel of its own
choosing. Such Stockholder understands and acknowledges that Parent and Purchaser are entering into the Merger Agreement in reliance upon such Stockholder’s execution, delivery and performance of this Agreement. 

2.6 Absence of Litigation. With respect to such Stockholder, as of the date hereof, there is no legal action, suit or proceeding
pending against, or, to the knowledge of such Stockholder, threatened against such Stockholder or any of such Stockholder’s properties or assets (including any Subject Shares) before or by any Governmental Entity that would reasonably be
expected to prevent, delay or impair the consummation by such Stockholder of the transactions contemplated by this Agreement or otherwise impair such Stockholder’s ability to perform its obligations hereunder. 

2.7 Brokers. No broker, finder, financial advisor, investment banker or other Person is entitled to any brokerage, finder’s,
financial advisor’s or other similar fee or commission from Parent, Purchaser or Company in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of such Stockholder. 

ARTICLE III 

REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER 

Parent and Purchaser represent and warrant to the Stockholders that: 

3.1 Organization and Qualification. Each of Parent and Purchaser is a duly organized and validly existing corporation in good
standing under the Laws of the jurisdiction of its organization. 
 3.2 Authority for this Agreement. Each of Parent and
Purchaser has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and
Purchaser have been duly and validly authorized by all necessary 

  
 5 








 
entity action on the part of each of Parent and Purchaser, and no other entity proceedings on the part of Parent and Purchaser are necessary to authorize this Agreement. This Agreement has
been duly and validly executed and delivered by Parent and Purchaser and constitutes a legal, valid and binding obligation of each of Parent and Purchaser, enforceable against each of Parent and Purchaser in accordance with its terms (except as
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and to general equity principles). 

3.3 Non-Contravention. Neither the execution and delivery of this Agreement by Parent and Purchaser nor the consummation of the
transactions contemplated hereby nor compliance by them with any provisions herein will (a) violate, contravene or conflict with, or result in a breach of any provision of, the certificate of incorporation or bylaws (or other similar governing
documents) of each of Parent and Purchaser, (b) require any consent of, or registration, declaration or filing with, any Governmental Entity on the part of Parent and Purchaser, except for the filing of such reports as may be required under the
Exchange Act in connection with this Agreement and the transactions contemplated hereby, or (c) violate, contravene or conflict with any Law applicable to Parent or Purchaser or by which any of their respective properties or assets are bound, except
for any of the foregoing as could not reasonably be expected, either individually or in the aggregate, to impair, impede, delay or frustrate the ability of Parent or Purchaser to perform their obligations hereunder or to consummate the transactions
contemplated hereby on a timely basis. 
 ARTICLE IV 

COVENANTS OF THE STOCKHOLDERS 

Each Stockholder hereby covenants and agrees that until the Termination Date: 

4.1 No Transfer; No Inconsistent Arrangements. Except as provided hereunder, such Stockholder shall not, directly or indirectly,
(a) create or permit to exist any Share Encumbrance, other than Permitted Share Encumbrances, on any of such Stockholder’s Subject Shares, (b) transfer, sell, assign, gift, hedge, pledge or otherwise dispose of (including, for the avoidance of
doubt, by depositing, submitting or otherwise tendering any such Subject Shares into any tender or exchange offer), or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s
Subject Shares, or any right or interest therein (or consent to any of the foregoing), (c) enter into any Contract, option or other agreement (including profit sharing agreement), arrangement or understanding with respect to any Transfer of such
Stockholder’s Subject Shares or any interest therein, (d) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, (e) deposit or permit the
deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, or (f) take or permit any other action that would in any way
restrict, limit or interfere with the performance of such Stockholder’s obligations hereunder or otherwise make any representation or warranty of such Stockholder herein untrue or incorrect. Any action taken in violation of the foregoing
sentence shall be null and void ab initio. If any involuntary Transfer of any of such Stockholder’s Subject Shares shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a
purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all 

  
 6 








 
transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, obligations, liabilities and rights under this
Agreement, which shall continue in full force and effect until valid termination of this Agreement. Notwithstanding anything in this Agreement to the contrary, until the Termination Date, such Stockholder shall not, directly or indirectly,
accept any tender offer or exchange offer that constitutes an Alternative Proposal and shall not tender any Subject Shares in any such tender offer or exchange offer. 

4.2 No Exercise of Appraisal Rights. Such Stockholder forever irrevocably and unconditionally waives and agrees not to exercise
any dissenter’s, appraisal or similar rights (whether arising under the Dissenter’s Rights Statutes or otherwise) in respect of such Stockholder’s Subject Shares that may arise in connection with the Merger Agreement or any of the
transactions contemplated thereby (including the Merger) unless the Merger Agreement is validly terminated in accordance with its terms. 

4.3 Documentation and Information. Such Stockholder shall not make any public announcement regarding this Agreement and the
transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to
Parent). Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC or other Governmental Entity or applicable securities exchange, and any press release or
other disclosure document that is required in connection with the Offer, the Merger and any other transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Subject Shares, the existence of this
Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the
SEC or any other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give Parent any information it may reasonably require for the preparation of any such disclosure documents, and such Stockholder agrees to promptly
notify Parent of any required corrections with respect to any written information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading
in any material respect. The Stockholder makes no representations, and shall have no liability to Parent, Purchaser or the Company or any of their respective Affiliates, with respect to any other disclosure made by Parent, Purchaser, the Company or
any of their respective Affiliates (other than Stockholder), or with respect to any other information contained in any such disclosure documents. 

4.4 Adjustments. In the event of any stock split, stock dividend, merger, reorganization, recapitalization, reclassification,
combination, exchange of shares or the like of the capital stock of the Company affecting the Subject Shares, the terms of this Agreement shall apply to the resulting securities. 

4.5 Waiver of Certain Actions. Each Stockholder hereby agrees not to commence or participate in, and to take all actions
necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Purchaser, the Company or any of their respective successors (a) challenging the validity of, or seeking to enjoin or delay
the 

  
 7 








 
operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the Closing), (b) alleging a breach of any
duty of the Board of Directors of the Company or (c) alleging a breach by any of the Company, the Board of Directors of the Company or any of the executive officers of the Company, relating to any violation occurring prior to the date of this
Agreement and relating to United States federal or state securities laws. Notwithstanding Section 5.2, in the event the Offer is consummated, this Section 4.5 shall survive the consummation of the Offer indefinitely. 

4.6 No Solicitation. Subject to Section 5.15, each Stockholder shall not, and shall cause its controlled Affiliates and
its and their respective Representatives not to, and each Stockholder shall not publicly propose to, directly or indirectly (other than with respect to Parent and Purchaser), (a) solicit, initiate, knowingly facilitate or knowingly encourage any
inquiries, proposals or offers that constitute, or that could reasonably be expected to lead to, an Alternative Proposal, (b) engage in, continue or otherwise participate in any discussions or negotiations with any third party regarding, or furnish
to any third party information or provide to any third party access to the businesses, properties, assets or personnel of the Company or any of its Subsidiaries with respect to or in connection with or with the purpose or effect of encouraging or
facilitating, an Alternative Proposal, or (c) enter into any letter of intent, agreement, contract, commitment, agreement in principle or any other arrangement or understanding with respect to an Alternative Proposal or enter into any agreement,
contract, commitment, arrangement or understanding requiring such Stockholder to, or contemplating that such Stockholder will, abandon, terminate or fail to consummate the transactions contemplated by this Agreement. Each Stockholder shall, and
shall cause its controlled Affiliates and its and their respective Representatives to, immediately cease and terminate any existing solicitation, encouragement, discussion or negotiation with any third party theretofore conducted by such
Stockholder, its controlled Affiliates or its or their respective Representatives with respect to an Alternative Proposal. Except to the extent such notice has previously been provided by the Company pursuant to the Merger Agreement, each
Stockholder shall as promptly as practicable (and in any event within two calendar days) notify Parent of any Alternative Proposal, or any request for information or inquiry that such Stockholder reasonably believes could lead to or contemplates an
Alternative Proposal, which notification shall include (i) a copy of the applicable written Alternative Proposal, request or inquiry (or, if oral, the material terms and conditions of such Alternative Proposal, request or inquiry) (including in each
case any subsequent material amendments or other material modifications thereto) and (ii) the identity of the third party making such Alternative Proposal, request or inquiry. 

4.7 Stockholder Litigation. Each Stockholder shall provide Parent with prompt notice of any claim, action, suit, litigation or
proceeding (including any class action or derivative litigation) brought, asserted or commenced by, on behalf of or in the name of, against or otherwise involving such Stockholder relating to the Offer, the Merger, this Agreement or any of the
transactions contemplated by this Agreement, and shall keep Parent informed on a reasonably prompt basis with respect to the status thereof. Each Stockholder shall give Parent the opportunity to participate (at Parent’s expense) in the defense
or settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent. 

  
 8 








 4.8 Reasonable Best Efforts. Unless the Merger Agreement has been validly
terminated in accordance with its terms, each Stockholder shall use its reasonable best efforts to take, or cause to be taken, any and all actions and to do, or cause to be done, and to assist with Parent, Purchaser and the Company in doing, any and
all things, necessary, proper or advisable to consummate and make effective the Offer, the Merger and the other Transactions. 
 ARTICLE V

 MISCELLANEOUS 

5.1 Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall
be given (and shall be deemed to have been duly given upon receipt) by delivery by hand, by facsimile or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such
other address for a party as shall be specified by like notice): (i) if to Parent or Purchaser, to the address or facsimile number set forth in Section 9.4 of the Merger Agreement and (ii) if to a Stockholder, to such Stockholder’s
address or facsimile number set forth on a signature page hereto, or to such other address or facsimile number as such party may hereafter specify for the purpose by notice to each other party hereto. 

5.2 Termination. This Agreement shall terminate automatically, without any notice or other action by any Person, upon the first
to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the Effective Time, (c) the acceptance for payment by Purchaser of all of the Shares validly tendered pursuant to the Offer and not properly withdrawn,
(d) upon mutual written consent of the parties to terminate this Agreement, and (e) the date of any modification, waiver or amendment of the Merger Agreement in a manner that reduces the amount or changes the form of consideration payable thereunder
to such Stockholder (the date of termination with respect to any Stockholder being referred to herein as the “Termination Date”). Upon termination of this Agreement, no party shall have any further obligations or liabilities
under this Agreement; provided, however, that (x) nothing set forth in this Section 5.2 shall relieve any party from liability for any willful breach of this Agreement prior to termination hereof, (y) the provisions of this Article V
(excluding Section 5.14) shall survive any termination of this Agreement, and (z) the provisions of Section 4.5 shall survive any termination of the date hereof in the event the Offer has been consummated. 

5.3 Amendment; Waiver. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the
parties. Any agreement on the part of a party to any extension or waiver with respect to this Agreement shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement
to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights. 
 5.4 Expenses.
All fees and expenses incurred in connection herewith and the transactions contemplated hereby shall be paid by the party incurring such fees and expenses, whether or not the Offer or the Merger is consummated. 

5.5 Entire Agreement. This Agreement, together with Schedule I, and the other documents and certificates delivered
pursuant hereto, constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to, the subject matter of this Agreement. 

  
 9 








 5.6 Assignment. Neither this Agreement nor any of the rights, interests or
obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other parties, except that either Parent or Purchaser may assign, in its sole
discretion, any of or all its rights, interests and obligations under this Agreement to Parent (in the case of Purchaser) or to any direct or indirect Subsidiary of Parent, but no such assignment shall relieve Parent or Purchaser, as applicable, of
any of its obligations under this Agreement. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties
and their respective successors and assigns. 
 5.7 Specific Enforcement; Jurisdiction. 

(a) The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not
performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to an injunction or
injunctions, or any other appropriate form of equitable relief, to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement in any court referred to in Section 5.7(b),
without the necessity of proving the inadequacy of money damages as a remedy (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which
they are entitled at law or in equity. Each of the parties acknowledges and agrees that the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without such right, none of the parties would
have entered into this Agreement. 
 (b) Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of
the Eighth Judicial District of the State of Nevada (or, if such court shall be unavailable, any state or federal court sitting in the Clark County, Nevada) for the purpose of any legal action, suit or proceeding arising out of or relating to this
Agreement or any of the transactions contemplated hereby, and each of the parties hereby irrevocably agrees that all claims with respect to such legal action, suit or proceeding may be heard and determined exclusively in such court. Each of the
parties hereto (i) consents to submit itself to the personal jurisdiction of the courts of the Eighth Judicial District of the State of Nevada (or, if such court shall be unavailable, any state or federal court sitting in the Clark County, Nevada)
in the event any legal action, suit or proceeding arises out of this Agreement or any of the transactions contemplated hereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave
from any such court, (iii) irrevocably consents to the service of process in any legal action, suit or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby, on behalf of itself or its property, in
accordance with Section 5.1 (provided that nothing in this Section 5.7(b) shall affect the right of any party to serve legal process in any other manner permitted by Law) and (iv) agrees that it will not bring any legal action,
suit or proceeding relating to this Agreement or any of the transactions contemplated hereby in any court other than the courts of the Eighth Judicial District of the State of Nevada (or, if such court shall be unavailable, any state or federal
court sitting in the Clark County, Nevada). The parties hereto agree that a final trial court judgment in any such 

  
 10 








 
legal action, suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law; provided, however,
that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment. 

5.8 Waiver of Jury Trial. Each party hereto hereby waives, to the fullest extent permitted by applicable Law, any right it may
have to a trial by jury in respect of any legal action, suit or proceeding arising out of this Agreement or any of the transactions contemplated hereby. Each party hereto (a) certifies that no representative, agent or attorney of
any other party has represented, expressly or otherwise, that such party would not, in the event of any legal action, suit or proceeding, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been
induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 5.8. 

5.9 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada,
regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. 
 5.10 Parties in
Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature
whatsoever under or by reason of this Agreement. 
 5.11 Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule or 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 by this Agreement is not affected in any manner adverse to any party. 
 5.12 Counterparts. This
Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other
parties. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic image scan transmission shall be effective as delivery of a manually executed counterpart of this Agreement. 

5.13 Interpretation. The rules of construction set forth in Section 9.14 of the Merger Agreement shall apply to this
Agreement, mutatis mutandis. 
 5.14 Further Assurances. Each Stockholder will execute and deliver, or cause to be
executed and delivered, all further documents and instruments and use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and
regulations, to perform its obligations under this Agreement. 

  
 11 








 5.15 Capacity as Stockholder. Each Stockholder signs this Agreement solely in such
Stockholder’s capacity as a stockholder of the Company, and not in such Stockholder’s capacity as a director, officer or employee of the Company. Notwithstanding anything herein to the contrary, nothing herein shall in any way
restrict a director or officer of the Company in the taking of any actions (or failure to act) in his or her capacity as a director or officer of the Company, or in the exercise of his or her fiduciary duties in his or her capacity as a director or
officer of the Company, or prevent or be construed to create any obligation on the part of any director or officer of the Company from taking any action in his or her capacity as such director or officer, and no action taken solely in any such
capacity as an officer or director of the Company shall be deemed to constitute a breach of this Agreement. 
 5.16 Stockholder
Obligation Several and Not Joint. The obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for any breach of the terms of this Agreement by any other Stockholder. 

5.17 Headings. The Section headings contained in this Agreement are inserted for convenience only and shall not affect in any way
the meaning or interpretation of this Agreement 
 [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY] 

  
 12 








 IN WITNESS WHEREOF, Parent, Purchaser and each Stockholder have caused this Agreement to be duly
executed and delivered as of the date first written above. 
  

			
	 EQT CORPORATION

		
	 By:
	 	  

		 	 Name:

		 	 Title:

	
	 WV MERGER SUB, INC.

		
	 By:
	 	  

		 	 Name:

		 	 Title:



 [Signature Page to Tender and Support Agreement] 







 IN WITNESS WHEREOF, Parent, Purchaser and each Stockholder have caused this Agreement to be duly
executed and delivered as of the date first written above. 
  

			
	 [STOCKHOLDER]

		
	 By:
	 	  



 [Signature Page to Tender and Support Agreement] 







 Schedule I 

 

																	
	 Name and Address
	  	Common
Stock	 	  	Preferred
Stock	 	  	Unvested
Company
Stock Options	 	  	Unvested
Restricted
Shares	 
	 Total: