EX-10.1



 Exhibit 10.1 

JOINT DEFENSE AND COMMON INTEREST AGREEMENT 

This Joint Defense and Common Interest Agreement (the “Agreement”) is made and entered into between EQT Corporation
(“EQT”) and Trans Energy, Inc. (“Trans Energy”), and their respective parents, subsidiaries and affiliates, each singularly a “Party” and collectively the “Parties,” with an effective date of October 24, 2016.

 The Parties enter into this Agreement in connection with the contemplated business combination and merger between EQT and Trans Energy,
and to allow the Parties to share defense materials in the following matters: (i) James K. Abcouwer vs. Trans Energy, Inc. pending in the Circuit Court of Kanawha County, West Virginia (Civil Action No. 12-C-416) before the Honorable Charles
E. King, Jr. and (ii) James K. Abcouwer vs. Trans Energy, Inc., a foreign corporation, William F. Woodburn and Loren E. Bagley pending in the Circuit Court of Kanawha County, West Virginia (Civil Action No. 13-C-56) before the
Honorable Carrie L. Webster (the “Litigation”). The Parties acknowledge and agree that they share common legal interests with respect to the Litigation, and that if the business combination and merger is completed, EQT will acquire
Trans Energy and become an interested party to the Litigation. 
 The Parties have determined that their common legal interests will be best
served by sharing documents, factual materials, mental impressions, memoranda, interview reports, research and other information (the “Defense Materials”) subject to the continued protections of the attorney-client privilege, the work
product doctrine and all other applicable privileges and immunities. In the absence of this sharing, the Defense Materials would be privileged from disclosure to adverse or other parties based on the attorney-client privilege, the attorney
work-product privilege and all other applicable privileges and exemptions. This Agreement ensures that the sharing of Defense Materials does not diminish in any way the confidentiality of the Defense Materials and does not constitute a waiver
of any privilege or exemption otherwise available. 
 To this end, the Parties agree and understand that this Agreement and all Defense
Materials communicated or shared between the Parties are confidential and are protected from disclosure to any third party by the attorney-client privilege, attorneys work-product privilege, investigatory privilege, or any other applicable
privileges or exemptions. In addition, the Parties agree and understand that they shall share and disclose all Defense Materials among the Parties until any of the Parties elects to withdraw from this Agreement. The Parties further agree
and understand that the shared Defense Materials will be used solely in connection with the defense of the Litigation. 
 1.
Non-Disclosure. The Parties agree that they may only disclose Defense Materials received from the other Party to their respective legal counsel. Other than the Parties’ legal counsel, Defense Materials will not be disclosed
without first obtaining the consent of all the Parties who may be entitled to claim any privilege or exemption regarding these materials. Moreover, the Parties agree that they may disclose the existence of this Agreement in response to any
discovery request, motion to compel or to support a motion for protective order. 

  
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 2. Withdrawal. In the event that the Agreement and Plan of Merger between the Parties
is terminated in accordance with Section 8.1 of that agreement, any Party to this Agreement is free to withdraw upon prior written notice to all other Parties, in which case this Agreement will no longer be operative as to the withdrawing Party, but
will continue to protect all Defense Materials disclosed to or by the withdrawing Party before that Party’s withdrawal. A withdrawing Party and its counsel will immediately return all originals or copies of Defense Materials that they did
not originally create. All Parties will continue to be bound by this Agreement regarding any information learned or obtained before withdrawal. 

3. Third Party Demand for Defense Materials. If any third party requests or demands, by subpoena or otherwise, any Defense
Materials received under this Agreement, the Party receiving the demand or request will immediately notify the other Parties to this Agreement. The person or entity seeking the Defense Materials will be informed that these materials are subject
to a joint defense privilege and common interest agreement, and the Party receiving the demand will refuse to produce the Defense Materials. Each of the Parties and their counsel will take all steps necessary to assert and to permit the
assertion of all applicable rights and privileges regarding the Defense Materials and will cooperate fully with all other Parties and their counsel in any judicial proceedings relating to disclosure of the Defense Materials. 

4. Marking of Documentary Materials. To the extent reasonably possible, the Parties and their counsel will mark documentary
Defense Materials that they regard as privileged before transmitting them to other counsel or Parties. Failure to mark Defense Materials under this paragraph will not constitute a waiver of any privilege or confidentiality rights, nor will this
failure constitute evidence that the unmarked material is or is not considered privileged. 
 5. No Waiver. Disclosure to third
parties of Defense Materials received under this Agreement without the express written consent of the Party who produced the Defense Materials will not constitute a waiver of any privilege or exemption pertaining to the Defense Materials disclosed
or any other privilege or exemption held by any Party to this Agreement. Further, any inadvertent production by any Party to another Party or to third parties will not be deemed a waiver of the rights of the producing Party to any claim of
confidentiality, privilege or exemption, and the producing Party may request that all copies be returned. 
 6. No Creation of
Attorney-Client or Agency Relationship. Nothing in this Agreement nor the sharing of any Defense Materials under this Agreement shall be deemed to create an attorney-client relationship between any counsel and anyone other than the Party
represented by that counsel. Furthermore, this Agreement shall not create any agency, privity, real party-in-interest, or similar relationship among the Parties. No Party shall have the authority to waive any applicable privilege or doctrine on
behalf of any other Party, nor shall any waiver of an applicable privilege or doctrine by the conduct of any Party be construed to apply to any other Party. 

7. Independently Obtained or Owned Information. Nothing contained in this Agreement shall limit the right of any Party to
use or disclose (a) documents or information it owns or generates for its own use (unless such documents or information contains Defense Materials for which the sole source is a document or information provided to it by another Party pursuant to
this Agreement); (b) documents or information that has been independently obtained by such Party; or (c) documents or information that is now, or hereafter becomes, public information without violation of this Agreement. Such documents or
information shall not be considered Common Interest Materials. 

  
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 8. Breach of Agreement. In the event of a continuing or threatened breach of this
Agreement by any Party, it is acknowledged and agreed that injunctive relief will be a proper remedy in favor of any other Party. 
 9.
Modification. It is understood and agreed that there will be no modifications of this Agreement, unless made in writing and signed by all Parties. 

10. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original. All
counterparts together will constitute one and the same instrument. 
 11. Certification. By execution of this Agreement, EQT and
Trans Energy certify that they understand and agree to be bound and abide by this Agreement. 

  
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 Dated: October 24, 2016 
  

					
	 /s/ Steven T. Schlotterbeck

EQT Corporation
 By: Steven T. Schlotterbeck, President

 
 /s/ Kevin L. Carr

Kevin L. Carr
 Spilman, Thomas & Battle
	  	                     
	  	 /s/ John G. Corp

Trans Energy, Inc.
 By: John G. Corp. President

 
 /s/ Scott Drake

Scott Drake
 Norton Rose Fulbright



  
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