Exhibit 10.1


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), dated as of July 21, 2021, is by and among EQT Corporation, a Pennsylvania corporation (the
 “Company”), each of the other parties listed on the signature pages attached hereto (the “Initial Holders”),
and the other Holders from time to time parties hereto.


 


RECITALS:


 


WHEREAS, this Agreement is
being entered into pursuant to the Membership Interest Purchase Agreement, dated as of May 5, 2021, by and among Alta Resources Development,
LLC, a Delaware limited liability company, Alta Marcellus Development, LLC, a Delaware limited liability company, ARD Operating, LLC,
a Delaware limited liability company, EQT Acquisition Holdco LLC, a Delaware limited liability company, and the Company (the “Purchase
Agreement”);


 


WHEREAS, in connection with
closing of the transactions contemplated by the Purchase Agreement (the “Closing”), on the date hereof the Company
is issuing to the Initial Holders 98,789,388 shares of Company Common Stock (such shares of Company Common Stock, the “Shares”)
in the aggregate; and


 


WHEREAS, the Company has required,
as a condition to its willingness to enter into this Agreement, the Company and each Holder, simultaneously herewith, enter into lock-up
agreements, dated as of the date hereof, on terms substantially similar to those set forth on Exhibit A hereto (together,
as may be amended, the (“RRA Lock-Up Agreements”).


 


NOW THEREFORE, in consideration
of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged by each party hereto, the parties hereby agree as follows:


 


Article I.

DEFINITIONS


 


As used herein, the following
terms shall have the following respective meanings:


 


“Adoption Agreement”
means an Adoption Agreement in the form attached hereto as Exhibit B.


 


“Affiliate”
means (a) as to any Person, other than an individual Holder, any other Person who directly, or indirectly through one or more intermediaries,
controls, is controlled by or is under common control with such Person and (b) as to any individual, (i) any Relative of such
individual, (ii) any trust whose primary beneficiaries are one or more of such individual and such individual’s Relatives,
(iii) the legal representative or guardian of such individual or any of such individual’s Relatives if one has been appointed
and (iv) any Person controlled by one or more of such individual or any Person referred to in clauses (i), (ii) or (iii) above.
As used in this definition, the term “control,” including the correlative terms “controlling,” “controlled
by” and “under common control with,” means possession, directly or indirectly, of the power to direct or cause the direction
of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise)
of a Person. For the avoidance of doubt, for purposes of this Agreement, (a) (i) the Company, on the one hand, and the Holders,
on the other hand, shall not be considered Affiliates and (ii) any fund, entity or account managed, advised or sub-advised, directly
or indirectly, by a Holder or any of its Affiliates, shall be considered an Affiliate of such Holder and (b) with respect to any
fund, entity or account managed, advised or sub-advised directly or indirectly, by any Holder or any of its Affiliates, the direct or
indirect equity owners thereof, including limited partners of any Holder or any Affiliate thereof, shall be considered an Affiliate of
such Holder.


 






     


     


    

 


“Agreement”
has the meaning set forth in the introductory paragraph.


 


“Board”
means the board of directors of the Company.


 


“Business Day”
means any day other than a Saturday, Sunday or other day on which commercial banks are authorized or required by applicable law to be
closed in Houston, Texas.


 


“Closing”
has the meaning set forth in the recitals.


 


“Commission”
means the Securities and Exchange Commission or any successor governmental agency.


 


“Company”
has the meaning set forth in the introductory paragraph.


 


“Company Common Stock”
means the common stock, no par value, of the Company.


 


“Company Securities”
has the meaning set forth in Section 2.04(c)(i).


 


“Determination Date”
means the date on which a Requesting Holder makes a Shelf Underwritten Offering Request.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.


 


“Holder Demand Notice”
has the meaning set forth in Section 2.02(b).


 


“Indemnified Party”
has the meaning set forth in Section 3.03.


 


“Indemnifying Party”
has the meaning set forth in Section 3.03.


 


“Initial Holders”
has the meaning set forth in the introductory paragraph.


 


“Initial Demand Registrations”
has the meaning set forth in Section 2.02(a).


 


“Investor Designee”
means Alta Resources, L.L.C.


 


“Holder”
means any record holder of Registrable Securities.


 






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“Losses”
has the meaning set forth in Section 3.01.


 


“Majority Holders”
means, at any time, the Holder or Holders of more than 50% of the Registrable Securities at such time.


 


“Managing Underwriter”
means, with respect to any Underwritten Offering, the lead book-running manager(s) of such Underwritten Offering.


 


“Notice Response
Period” has the meaning set forth in Section 2.02(b).


 


“Opt-Out Notice”
has the meaning set forth in Section 2.11.


 


“Permitted Transferee”
means (a) with respect to any Initial Holder, any of the direct or indirect partners, shareholders or members of such Initial Holder
or any trust, family partnership or family limited liability company, the sole beneficiaries, partners or members of which are such Initial
Holder or Relatives of such Initial Holder and (b) any Affiliate of a Holder, in each case provided that such Transferee has delivered
to the Company a duly executed Adoption Agreement.


 


“Person”
means any individual, corporation, partnership, limited liability company, firm, association, trust, government, governmental agency or
other entity, whether acting in an individual, fiduciary or other capacity.


 


“Piggybacking Holder”
has the meaning set forth in Section 2.04(a).


 


“Piggyback Notice”
has the meaning set forth in Section 2.04(a).


 


“Piggyback Notice
Response Period” has the meaning set forth in Section 2.04(a).


 


“Piggyback Underwritten
Offering” has the meaning set forth in Section 2.04(a).


 


“Purchase Agreement”
has the meaning set forth in the recitals.


 


“Registrable Securities”
means (a) the Shares and (b) any securities issued or issuable with respect to the Shares by way of distribution or in connection
with any reorganization or other recapitalization, merger, consolidation or otherwise; provided, however, that a Registrable Security
shall cease to be a Registrable Security when (i) a Registration Statement covering such Registrable Security has become effective
under the Securities Act and such Registrable Security has been disposed of pursuant to such Registration Statement, (ii) such Registrable
Security is disposed of under Rule 144 under the Securities Act or any other exemption from the registration requirements of the
Securities Act as a result of which the legend on any certificate or book-entry notation representing such Registrable Security restricting
transfer of such Registrable Security has been removed in accordance with Section 9.14 of the Purchase Agreement, or (iii) such
Registrable Security has been sold or disposed of in a transaction in which the Transferor’s rights under this Agreement are not
assigned to the Transferee pursuant to Section 5.02; and provided, further, that any security that has ceased to be a Registrable
Security shall not thereafter become a Registrable Security and any security that is issued or distributed in respect of securities that
have ceased to be Registrable Securities shall not be a Registrable Security.


 






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“Registration Expenses”
means all expenses incurred by the Company in complying with Article II, including, without limitation, all registration and
filing fees, printing expenses, road show expenses, fees and disbursements of counsel and independent public accountants for the Company,
fees and expenses (including counsel fees) incurred in connection with complying with state securities or “blue sky” laws,
fees of the Financial Industry Regulatory Authority, Inc., and fees of transfer agents and registrars, but excluding any Selling
Expenses.


 


“Registration Statement”
means any registration statement of the Company filed or to be filed with the Commission under the Securities Act, including the related
prospectus, amendments and supplements to such registration statement, and including pre- and post-effective amendments, and all exhibits
and all material incorporated by reference in such registration statement.


 


“Relative”
means, with respect to any natural person: (a) such natural person’s spouse, (b) any lineal descendant, parent, grandparent,
great grandparent or sibling or any lineal descendant of such sibling (in each case whether by blood or legal adoption), and (c) the
spouse of a natural person described in clause (b) of this definition.


 


“Requesting Holder”
means any Holder or group of Holders that makes a Shelf Underwritten Offering Request. From Closing until January 17, 2022, the Investor
Designee shall be the only Person that can be a Requesting Holder.


 


“Requesting Holder
and Shelf Piggybacking Holders Securities” has the meaning set forth in Section 2.02(c)(i).


 


“RRA Lock-Up Agreements”
has the meaning set forth in the recitals.


 


“Section 2.02
Maximum Number of Shares” has the meaning set forth in Section 2.02(c).


 


“Section 2.04
Maximum Number of Shares” has the meaning set forth in Section 2.04(c).


 


“Securities Act”
means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the Commission thereunder,
all as the same shall be in effect at the time. References to any rule under the Securities Act shall be deemed to refer to any similar
or successor rule or regulation.


 


“Selling Expenses”
means all (a) underwriting fees, discounts and selling commissions allocable to the sale of Registrable Securities, (b) transfer
taxes allocable to the sale of the Registrable Securities, (c) costs or expenses related to any roadshows conducted in connection
with the marketing of any Shelf Underwritten Offering and (d) fees and expenses of counsel engaged by any Holders (subject to Article III).


 


“Selling Holder”
means a Holder selling Registrable Securities pursuant to a Registration Statement.


 


“Shares”
has the meaning set forth in the recitals.


 


“Shelf Piggybacking
Holder” has the meaning set forth in Section 2.02(b).


 






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“Shelf Registration
Statement” has the meaning set forth in Section 2.01(a).


 


“Shelf Underwritten
Offering” has the meaning set forth in Section 2.02(a).


 


“Shelf Underwritten
Offering Request” has the meaning set forth in Section 2.02(a).


 


“Suspension Period”
has the meaning set forth in Section 2.03.


 


“Transfer”
means any offer, sale, pledge, encumbrance, hypothecation, entry into any contract to sell, grant of an option to purchase, short sale,
assignment, transfer, exchange, gift, bequest or other disposition, direct or indirect, in whole or in part, by operation of law or otherwise.
 “Transfer,” when used as a verb, and “Transferee” and “Transferor” have correlative meanings.


 


“Underwritten Offering”
means an offering (including an offering pursuant to a Shelf Registration Statement) in which shares of Company Common Stock are sold
to an underwriter on a firm commitment basis for reoffering to the public.


 


“Underwritten Offering
Filing” means (a) with respect to a Shelf Underwritten Offering, a preliminary prospectus supplement (or prospectus supplement
if no preliminary prospectus supplement is used) to the Shelf Registration Statement relating to such Shelf Underwritten Offering, and
(b) with respect to a Piggyback Underwritten Offering, (i) a preliminary prospectus supplement (or prospectus supplement if
no preliminary prospectus supplement is used) to an effective shelf Registration Statement (other than the Shelf Registration Statement)
in which Registrable Securities could be included and Holders could be named as selling security holders without the filing of a post-effective
amendment thereto (other than a post-effective amendment that becomes effective upon filing) or (ii) a Registration Statement (other
than the Shelf Registration Statement), in each case relating to such Piggyback Underwritten Offering.


 


“UW Lock-Up Agreement”
has the meaning set forth in Section 2.08(a).


 


“WKSI”
means a well-known seasoned issuer (as defined in Rule 405 under the Securities Act).


 


Article II.

REGISTRATION RIGHTS


 


Section 2.01         Shelf
Registration.


 


(a)            The
Company shall, as soon as practicable after the date hereof, but in any event within three Business Days after the date hereof, file a
Registration Statement, or amend an existing shelf registration previously filed by the Company (provided that such amendment becomes
effective upon filing with the Commission) (the “Shelf Registration Statement”), under the Securities Act to permit
the public resale of all the Registrable Securities by the Holders from time to time as permitted by Rule 415 under the Securities
Act and shall use commercially reasonable efforts to cause such Registration Statement to become or be declared effective as soon as practicable
after the filing thereof, including by filing an automatic shelf registration statement that becomes effective upon filing with the Commission
in accordance with Rule 462(e) under the Securities Act to the extent the Company is then a WKSI. Promptly following the effective
date of the Shelf Registration Statement, the Company shall notify the Holders of the effectiveness of such Registration Statement.


 






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(b)            The
Shelf Registration Statement shall be on Form S-3 or, if Form S-3 is not then available to the Company, on Form S-1 or
such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities and
shall contain a prospectus in such form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the
Securities Act (or any successor or similar rule adopted by the Commission then in effect) at any time beginning on the effective
date for such Registration Statement. The Shelf Registration Statement shall provide for the resale pursuant to any method or combination
of methods legally available to the Holders and requested by the Majority Holders.


 


(c)            The
Company shall use commercially reasonable efforts to cause the Shelf Registration Statement to remain effective, and to be supplemented
and amended to the extent necessary to ensure that the Shelf Registration Statement is available or, if not available, that another Registration
Statement is available, for the resale of all the Registrable Securities by the Holders until all of the Registrable Securities have ceased
to be Registrable Securities or the earlier termination of this Agreement (as to all Holders) pursuant to Section 6.01.


 


(d)            When
effective, (i) the Shelf Registration Statement (including the documents incorporated therein by reference) will comply as to form
in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading
and (ii) in the case of any prospectus contained in the Shelf Registration Statement, such prospectus will not include any untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which such statements are made, not misleading.


 


Section 2.02         Underwritten
Shelf Offering Requests.


 


(a)            From
Closing until January 17, 2022, in the event that a Holder or group of Holders elects to dispose of Registrable Securities under
a Registration Statement pursuant to an Underwritten Offering and reasonably expects gross proceeds of at least $200 million from
such Underwritten Offering (including proceeds attributable to any Registrable Securities included in such Underwritten Offering by any
Shelf Piggybacking Holders), the Company shall, at the request (a “Shelf Underwritten Offering Request”) of the Investor
Designee, enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the
underwriter or underwriters selected pursuant to Section 2.02(d) and shall take all such other reasonable actions as
are requested by the Managing Underwriter of such Underwritten Offering and/or the Requesting Holder in order to expedite or facilitate
the disposition of such Registrable Securities and, subject to Section 2.02(c), the Registrable Securities requested to be
included by any Shelf Piggybacking Holder (a “Shelf Underwritten Offering”); provided, however, that the Company
shall have no obligation to facilitate or participate in (i) any Shelf Underwritten Offering on or before August 20, 2021, (ii) more
than one Shelf Underwritten Offering between August 21, 2021 and October 19, 2021, or (iii) more than two Shelf Underwritten
Offerings between Closing and January 17, 2022 (the “Initial Demand Registrations”); and provided, further,
that the Initial Demand Registrations shall be subject to the limitations set forth in Section 1.01(b)(i) of the RRA Lock-Up
Agreements. Following January 17, 2022, any Holder or group of Holders that owns an aggregate amount of Registrable Securities that
is equal to or greater than $200 million as determined by reference to the volume weighted average price for such Registrable Securities
on any securities exchange or market on which the Shares are then listed or quoted for the ten (10) trading days immediately preceding
the applicable Determination Date shall have the right to make a Shelf Underwritten Offering Request if such Holder or group of Holders
reasonably expects gross proceeds of at least $200 million from such Shelf Underwritten Offering (including proceeds attributable
to any Registrable Securities included in such Shelf Underwritten Offering by any Shelf Piggybacking Holders) (the “Subsequent
Demand Registrations”); provided, however, that the Company shall have no obligation to facilitate or participate in
more than three Shelf Underwritten Offerings in any 12-month period.


 






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(b)           If
the Company receives a Shelf Underwritten Offering Request, it will give written notice of such proposed Shelf Underwritten Offering to
each Holder (other than the Requesting Holder), which notice shall be held in strict confidence by such Holders and shall include the
anticipated filing date of the related Underwritten Offering Filing and, if known, the number of shares of Company Common Stock that are
proposed to be included in such Shelf Underwritten Offering, and of such Holders’ rights under this Section 2.02(b).
Such notice shall be given promptly (and in any event at least five Business Days before the filing of the Underwritten Offering Filing
or two Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering)
(a “Holder Demand Notice”); provided, that if the Shelf Underwritten Offering is a bought or overnight Underwritten
Offering and the Managing Underwriter advises the Company and the Requesting Holder in writing that the giving of notice pursuant to this
Section 2.02(b) would adversely affect the offering, no such notice shall be required (and such Holders shall have no
right to include Registrable Securities in such bought or overnight Underwritten Offering); and provided further, that the Company
shall not so notify any such other Holder that has notified the Company (and not revoked such notice) requesting that such Holder not
receive notice from the Company of any proposed Shelf Underwritten Offering. Each such Holder shall then have three Business Days (or
one Business Day in the case of a bought or overnight Underwritten Offering) after the date on which the Holders received notice pursuant
to this Section 2.02(b) (the “Notice Response Period”) to request inclusion of Registrable Securities
in the Shelf Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of
by such Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities) (any such
Holder making such request, a “Shelf Piggybacking Holder”). If no request for inclusion from a Holder is received within
such Notice Response Period, such Holder shall have no further right to participate in such Shelf Underwritten Offering.


 


(c)           If
the Managing Underwriter of the Shelf Underwritten Offering shall inform the Company and the Requesting Holders in writing, with a copy
to be provided upon request to any Shelf Piggybacking Holder, of its good faith belief that the number of Registrable Securities requested
to be included in such Shelf Underwritten Offering by the Shelf Piggybacking Holders (and any other shares of Company Common Stock requested
to be included by any other Persons having registration rights with respect to such offering), when added to the number of Registrable
Securities proposed to be offered by the Requesting Holders, would materially adversely affect such offering, then the Company shall include
in the applicable Underwritten Offering Filing, to the extent of the total number of Registrable Securities that the Company is so advised
can be sold in such Shelf Underwritten Offering without so materially adversely affecting such offering (the “Section 2.02
Maximum Number of Shares”), Registrable Securities in the following priority:


 






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(i)           First,
all Registrable Securities that the Requesting Holder and Shelf Piggybacking Holders requested to be included therein (the “Requesting
Holder and Shelf Piggybacking Holders Securities”) (pro rata among the Requesting Holders and Shelf Piggybacking Holders
based on the number of Registrable Securities each requested to be included); and


 


(ii)          Second,
to the extent that the number of Requesting Holder and Shelf Piggybacking Holders Securities is less than the Section 2.02 Maximum
Number of Shares, the shares of Company Common Stock requested to be included by any other Persons having registration rights with respect
to such offering, pro rata among such other Persons based on the number of shares of Company Common Stock each requested to be
included.


 


(d)           The
Company shall be entitled, subject to the Requesting Holder’s consent (which is not to be unreasonably withheld, conditioned or
delayed), to select the Managing Underwriter in connection with any Shelf Underwritten Offering. The Requesting Holders shall determine
the pricing of the Registrable Securities offered pursuant to any Shelf Underwritten Offering and the applicable underwriting discounts
and commissions and determine the timing of any such Shelf Underwritten Offering, subject to Section 2.03.


 


Section 2.03         Delay
and Suspension Rights. Notwithstanding any other provision of this Agreement, the Company may (a) delay filing or effectiveness
of a Shelf Registration Statement (or any amendment thereto) or effecting a Shelf Underwritten Offering or (b) suspend the Holders’
use of any prospectus that is a part of a Shelf Registration Statement upon written notice to each Holder whose Registrable Securities
are included in such Shelf Registration Statement (provided that in no event shall such notice contain any material non-public information
regarding the Company) (in which event such Holder shall discontinue sales of Registrable Securities pursuant to such Registration Statement
but may settle any then-contracted sales of Registrable Securities), in each case for a period of up to (i) 60 days if such period
begins on or before January 17, 2022 or (ii) 90 days if such period begins after January 17, 2022, in each case if the
Board determines, in good faith, that (w) such delay or suspension is in the best interest of the Company and its stockholders generally
due to a pending financing or other transaction involving the Company, including a proposed sale of shares of Company Common Stock by
the Company for its own account, (x) such registration or offering would render the Company unable to comply with applicable securities
laws, (y) such registration or offering would require disclosure of material information that the Company would otherwise not have
to disclose at such time or (z) such registration or offering would be materially detrimental to the Company (any such period, a
 “Suspension Period”); provided, however, that the Company may not exercise its delay and suspension rights under
this Section 2.03 more than (i) once prior to January 17, 2022 or (ii) twice in any twelve consecutive month
period. For the purposes of calculating the number of days of one or more Suspension Periods under this Section 2.03, such
number shall include any number of days during the applicable period during which the Holders were obligated to discontinue their disposition
of Registrable Securities pursuant to Section 2.06(b) of this Agreement.


 






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Section 2.04         Piggyback
Registration Rights.


 


(a)            Subject
to Section 2.04(c), if the Company at any time proposes to file an Underwritten Offering Filing for an Underwritten Offering
of shares of Company Common Stock for its own account (a “Piggyback Underwritten Offering”), it will give written notice
of such Piggyback Underwritten Offering to each Holder, which notice shall be held in strict confidence by such Holders and shall include
the anticipated filing date of the Underwritten Offering Filing and, if known, the number of shares of Company Common Stock that are proposed
to be included in such Piggyback Underwritten Offering, and of such Holders’ rights under this Section 2.04(a). Such
notice shall be given promptly (and in any event at least five Business Days before the filing of the Underwritten Offering Filing or
two Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering)
(a “Piggyback Notice”); provided, that if the Piggyback Underwritten Offering is a bought or overnight Underwritten
Offering and the Managing Underwriter advises the Company in writing that the giving of notice pursuant to this Section 2.04(a) would
adversely affect the offering, no such notice shall be required (and such Holders shall have no right to include Registrable Securities
in such bought or overnight Underwritten Offering). Each such Holder shall then have three Business Days (or one Business Day in the case
of a bought or overnight Underwritten Offering) after the date on which the Holders received notice (the “Piggyback Notice Response
Period”) pursuant to this Section 2.04(a) to request inclusion of Registrable Securities in the Piggyback Underwritten
Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and such
other information as is reasonably required to effect the inclusion of such Registrable Securities) (any such Holder making such request,
a “Piggybacking Holder”). If no request for inclusion from a Holder is received within the Piggyback Notice Response
Period, such Holder shall have no further right to participate in such Piggyback Underwritten Offering. Subject to Section 2.04(c),
the Company shall use its commercially reasonable efforts to include in the Piggyback Underwritten Offering all Registrable Securities
that the Company has been so requested to include by the Piggybacking Holders; provided, however, that if, at any time after giving
written notice of a proposed Piggyback Underwritten Offering pursuant to this Section 2.04(a) and prior to the execution
of an underwriting agreement with respect thereto, the Company shall determine for any reason not to proceed with or to delay such Piggyback
Underwritten Offering, the Company shall give written notice of such determination to the Piggybacking Holders (which such Holders will
hold in strict confidence) and (i) in the case of a determination not to proceed, shall be relieved of its obligation to include
any Registrable Securities in such Piggyback Underwritten Offering (but not from any obligation of the Company to pay the Registration
Expenses in connection therewith), and (ii) in the case of a determination to delay, shall be permitted to delay inclusion of any
Registrable Securities for the same period as the delay in including the shares of Company Common Stock to be sold for the Company’s
account.


 


(b)            Each
Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Piggyback Underwritten Offering
at any time prior to the execution of an underwriting agreement with respect thereto by giving an Opt-Out Notice to the Company requesting
that such Holder not receive notice from the Company of any proposed Piggyback Underwritten Offering; provided, however, that such
Holder may later revoke any such Opt-Out Notice in writing; provided, further, that if the Company has provided a Piggyback Notice
at the time a Holder revokes its Opt-Out Notice, such revocation shall not extend the Piggyback Notice Response Period. Following receipt
of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not, and shall not be required to, deliver any notice
to such Holder pursuant to this Section 2.4 and such Holder shall no longer be entitled to participate in any Piggyback Underwritten
Offering.


 






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(c)            If
the Managing Underwriter of the Piggyback Underwritten Offering shall inform the Company in writing of its good faith belief that the
number of Registrable Securities requested to be included in such Piggyback Underwritten Offering, when added to the number of shares
of Company Common Stock proposed to be offered by the Company (and any other shares of Company Common Stock requested to be included by
any other Persons having registration rights on parity with the Piggybacking Holders with respect to such offering), would materially
adversely affect such offering, then the Company shall include in such Piggyback Underwritten Offering, to the extent of the total number
of securities which the Company is so advised can be sold in such offering without so materially adversely affecting such offering (the
 “Section 2.04 Maximum Number of Shares”), shares of Company Common Stock in the following priority:


 


(i)           First,
if the Piggyback Underwritten Offering is for the account of the Company, all shares of Company Common Stock that the Company proposes
to include for its own account (the “Company Securities”); and


 


(ii)          Second,
if the Piggyback Underwritten Offering is for the account of the Company, to the extent that the number of Company Securities is less
than the Section 2.04 Maximum Number of Shares, the shares of Company Common Stock requested to be included by the Piggybacking Holders
and holders of any other shares of Company Common Stock requested to be included by Persons having rights of registration on parity with
the Piggybacking Holders with respect to such offering, pro rata among the Piggybacking Holders and such other holders based on
the number of shares of Company Common Stock each requested to be included.


 


(d)           The
Company shall select the underwriters in any Piggyback Underwritten Offering and shall determine the pricing of the shares of Company
Common Stock offered pursuant to any Piggyback Underwritten Offering, the applicable underwriting discounts and commissions and the timing
of any such Piggyback Underwritten Offering.


 


Section 2.05         Participation
in Underwritten Offerings.


 


(a)            In
connection with any Underwritten Offering contemplated by Sections 2.02 or 2.04, the underwriting agreement into which each
Selling Holder and the Company shall enter into shall contain such representations, covenants, indemnities (subject to Article III)
and other rights and obligations as are customary in Underwritten Offerings of securities by the Company; provided that the Company
shall not be required to make any representations or warranties with respect to written information specifically provided by a Selling
Holder for inclusion in the applicable Registration Statement. No Selling Holder shall be required to make any representations or warranties
to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder’s
authority to enter into such underwriting agreement and to sell, and its ownership of and title to, the securities being registered on
its behalf, its intended method of distribution and any other representation required by law or reasonably requested by the underwriters.


 






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(b)            Any
participation by Holders in a Piggyback Underwritten Offering shall be in accordance with the plan of distribution of the Company.


 


(c)            In
connection with any Piggyback Underwritten Offering in which any Holder includes Registrable Securities pursuant to Section 2.04,
such Holder agrees to (i) supply any information reasonably requested by the Company in connection with the preparation of a Registration
Statement and/or any other documents relating to such registered offering and (ii) execute and deliver any agreements and instruments
being executed by all holders on substantially the same terms reasonably requested by the Company or the Managing Underwriter, as applicable,
to effectuate such registered offering, including, without limitation, underwriting agreements (subject to Section 2.05(a)),
custody agreements, lock-ups, “hold back” agreements pursuant to which such Holder agrees not to sell or purchase any securities
of the Company for the same period of time following the registered offering as is agreed to by the Company and the other participating
holders, powers of attorney and questionnaires.


 


(d)            If
the Company or Managing Underwriter, as applicable, requests that the Holders take any of the actions referred to in Section 2.05(c),
the Holders shall take such action promptly but in any event within three Business Days following the date of such request.


 


Section 2.06     Registration
Procedures.


 


(a)            In
connection with its obligations under this Article II, the Company will:


 


(i)             promptly
prepare and file with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection
therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such Registration Statement until such time as all of such securities have been
disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such Registration Statement;


 


(ii)            furnish
to each Selling Holder such number of conformed copies of such Registration Statement and of each such amendment and supplement thereto
(in each case including without limitation all exhibits), such number of copies of the prospectus contained in such Registration Statement
(including without limitation each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424
under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as such seller may reasonably
request;


 


(iii)           if
applicable, use commercially reasonable efforts to register or qualify all Registrable Securities and other securities covered by such
Registration Statement under such other securities or blue sky laws of such jurisdictions as each Selling Holder thereof shall reasonably
request, to keep such registration or qualification in effect for so long as such Registration Statement remains in effect, and to take
any other action which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions
of the securities owned by such seller, except that the Company shall not for any such purpose be required to qualify generally to do
business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (iii) be
obligated to be so qualified or to consent to general service of process in any such jurisdiction;


 






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(iv)           in
connection with an Underwritten Offering, use all commercially reasonable efforts to provide to each Selling Holder a copy of any auditor
 “comfort” letters, customary legal opinions or reports of the independent petroleum engineers of the Company relating to the
oil and gas reserves of the Company, in each case that have been provided to the Managing Underwriter in connection with the Underwritten
Offering;


 


(v)            promptly
notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon
discovery that, or upon the happening of any event as a result of which, the prospectus included in such Registration Statement, as then
in effect, includes an untrue statement of a material fact or omits to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading, and at the request of any such seller promptly
prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary
so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading;


 


(vi)           otherwise
use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available
to its security holders, as soon as reasonably practicable, an earnings statement, which earnings statement shall satisfy the provisions
of Section 11(a) of the Securities Act, and shall furnish to each such Selling Holder at least the Business Day prior to the
filing thereof a copy of any amendment or supplement to such Registration Statement or prospectus;


 


(vii)          provide
and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Registration Statement from and
after a date not later than the effective date of such Registration Statement;


 


(viii)        cause
all Registrable Securities covered by such Registration Statement to be listed on any securities exchange on which the Company Common
Stock is then listed; and


 


(ix)           enter
into such customary agreements and take such other actions as the Selling Holder or Selling Holders shall reasonably request in order
to expedite or facilitate the disposition of such Registrable Securities (including, in the case of a Shelf Underwritten Offering or Piggyback
Underwritten Offering, to agree, and to cause its directors and “executive officers” (as defined under Section 16 of
the Exchange Act) to agree, to customary “lock-up” arrangements for up to 45 days with the underwriters thereof to the extent
reasonably requested by the Managing Underwriters, subject to exceptions for permitted sales by directors and executive officers during
such period consistent with underwritten offerings previously conducted by the Company).


 






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(b)            Each
Holder agrees by acquisition of such Registrable Securities that upon receipt of any notice from the Company of the happening of any event
of the kind described in Section 2.06(a)(v), such Holder will forthwith discontinue such Holder’s disposition of Registrable
Securities pursuant to the Registration Statement until such Holder’s receipt of the copies of the supplemented or amended prospectus
contemplated by Section 2.06(a)(v) as filed with the Commission or until it is advised in writing by the Company that
the use of such Registration Statement may be resumed, and, if so directed by the Company, will deliver to the Company (at the Company’s
expense) all copies, other than permanent file copies, then in such Holder’s possession of the prospectus relating to such Registrable
Securities current at the time of receipt of such notice. The Company may provide appropriate stop orders to enforce the provisions of
this Section 2.06(b).


 


Section 2.07     Cooperation
by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in any Registration Statement or Underwritten
Offering if such Holder has failed to timely furnish such information that the Company determines, after consultation with its counsel,
is reasonably required in order for any registration statement or prospectus supplement, as applicable, to comply with the Securities
Act.


 


Section 2.08     Lock-Up
Agreements. In connection with any Underwritten Offering contemplated by Section 2.02, if reasonably requested by the
Managing Underwriter of such Underwritten Offering, each Holder of Registrable Securities participating in such Underwritten Offering
shall enter into a customary lock-up agreement with the Managing Underwriter of such Underwritten Offering to not make any sale or other
disposition of any Company Common Stock owned by such Holder (a “UW Lock-Up Agreement”); provided that all executive
officers and directors of the Company are bound by and have entered into substantially similar UW Lock-Up Agreements on terms no more
favorable than any UW Lock-Up Agreement to be entered into by a Holder in connection with such Underwritten Offering; provided further,
that nothing herein, and no UW Lock-Up Agreement, shall prevent any Holder from (i) making a distribution of Registrable Securities
to any of its partners, members or stockholders thereof or a transfer of Registrable Securities to an Affiliate that is otherwise in compliance
with the applicable securities laws, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions
set forth in this Section 2.08 or (ii) making sales of shares of Company Common Stock that were purchased in the open
market; and provided further, that the foregoing provisions shall only be applicable to the Holders if all Holders are treated
similarly with respect to any release prior to the termination of the lock-up period such that if any Holder is released, then all Holders
shall also be released to the same extent on a pro rata basis. The Company may impose stop-transfer instructions with respect to the shares
of Company Common Stock (or other securities) subject to a UW Lock-Up Agreement until the end of the applicable period of such UW Lock-Up
Agreement. The provisions of this Section 2.08 shall cease to apply to such Holder once such Holder no longer beneficially
owns any Registrable Securities.


 


Section 2.09     Expenses.
The Company shall be responsible for all Registration Expenses incident to its performance of or compliance with its obligations under
this Article II. Each Selling Holder shall pay its pro rata share of all Selling Expenses in connection with any sale of its
Registrable Securities hereunder.


 






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Section 2.10     Other
Registration Rights. From and after the date hereof, the Company shall not, without the prior written consent of the Majority Holders,
enter into any agreement with any current or future holder of any securities of the Company that would allow such current or future holder
to require the Company to include securities in any registration statement filed by the Company for such Holders on a basis other than
pari passu with, or expressly subordinate to, the piggyback rights of the Holders hereunder provided, that in no event shall
the Company enter into any agreement that would permit another holder of securities of the Company to participate on a pari passu basis
(in terms of priority of cut-back based on advice of underwriters) with a Requesting Holder or a Shelf Piggybacking Holder in a Shelf
Underwritten Offering.


 


Section 2.11     Opt-Out
Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder
not receive notice from the Company of the proposed filing of any Shelf Underwritten Offering, Piggyback Underwritten Offering, the withdrawal
of any Shelf Underwritten Offering or Piggyback Underwritten Offering or any event that would lead to a Suspension Period as contemplated
by Section 2.03; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing; provided,
further, that if the Company has provided a Holder Demand Notice or a Piggyback Notice at the time a Holder revokes its Opt-Out Notice,
such revocation shall not extend the Notice Response Period or the Piggyback Notice Response Period, as applicable. Following receipt
of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not deliver any notice to such Holder pursuant to
Section 2.02, Section 2.03, Section 2.04 or Section 2.06, as applicable, and such Holder
shall no longer be entitled to the rights associated with any such notice and each time prior to a Holder’s intended use of an effective
Registration Statement, such Holder will notify the Company in writing at least two Business Days in advance of such intended use, and
if a notice of a Suspension Period was previously delivered (or would have been delivered but for the provisions of this Section 2.11)
and the Suspension Period remains in effect, the Company will so notify such Holder, within one Business Day of such Holder’s notification
to the Company, by delivering to such Holder a copy of such previous notice of such Suspension Period, and thereafter will provide such
Holder with the related notice of the conclusion of such Suspension Period immediately upon its availability.


 


Article III.

INDEMNIFICATION AND CONTRIBUTION


 


Section 3.01     Indemnification
by the Company. The Company will indemnify and hold harmless each Selling Holder, its officers and directors and each Person (if any)
that controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from
and against any and all losses, claims, damages, liabilities, costs and expenses (including attorneys’ fees) (“Losses”)
caused by, arising out of, resulting from or related to any untrue statement or alleged untrue statement of a material fact (a) contained
in any Registration Statement relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto), or any omission or alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading or (b) included in any prospectus relating to the Registrable Securities
(as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus,
or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading, provided, however, that such indemnity shall not apply to that portion
of such Losses caused by, or arising out of, any untrue statement, or alleged untrue statement or any such omission or alleged omission,
to the extent such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company
by or on behalf of such Holder expressly for use therein.


 






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Section 3.02     Indemnification
by the Holders. Each Holder agrees to indemnify and hold harmless the Company, its officers and directors and each Person (if any)
that controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from
and against any and all Losses caused by, arising out of, resulting from or related to any untrue statement or alleged untrue statement
of a material fact (a) contained in any Registration Statement relating to Registrable Securities (as amended or supplemented if
the Company shall have furnished any amendments or supplements thereto), or any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein not misleading or (b) included in any prospectus relating
to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or
any preliminary prospectus, or any omission or alleged omission to state therein a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading, only to the extent such statement or omission was
made in reliance upon and in conformity with information furnished in writing by or on behalf of such Holder expressly for use in any
Registration Statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary
prospectus.


 


Section 3.03     Indemnification
Procedures. In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect
of which indemnity may be sought pursuant to Section 3.01 or 3.02, such Person (the “Indemnified Party”)
shall promptly notify the Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing (provided
that the failure of the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations
under this Article III, except to the extent the Indemnifying Party is actually prejudiced by such failure to give notice),
and the Indemnifying Party shall be entitled to participate in such proceeding and, unless in the reasonable opinion of outside counsel
to the Indemnified Party a conflict of interest between the Indemnified Party and Indemnifying Party may exist in respect of such claim,
to assume the defense thereof jointly with any other Indemnifying Party similarly notified, to the extent that it chooses, with counsel
reasonably satisfactory to such Indemnified Party, and after notice from the Indemnifying Party to such Indemnified Party that it so chooses,
the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by such Indemnified
Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (a) if
the Indemnifying Party fails to assume the defense or employ counsel reasonably satisfactory to the Indemnified Party, (b) if such
Indemnified Party who is a defendant in any action or proceeding which is also brought against the Indemnifying Party reasonably shall
have concluded that there may be one or more legal defenses available to such Indemnified Party which are not available to the Indemnifying
Party or (c) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional
conduct then, in any such case, the Indemnified Party shall have the right to assume or continue its own defense as set forth above (but
with no more than one firm of counsel for all Indemnified Parties in each jurisdiction, except to the extent any Indemnified Party or
Parties reasonably shall have concluded that there may be legal defenses available to such party or parties which are not available to
the other Indemnified Parties or to the extent representation of all Indemnified Parties by the same counsel is otherwise inappropriate
under applicable standards of professional conduct) and the Indemnifying Party shall be liable for any expenses therefor. No Indemnifying
Party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of
any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise
or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim
and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any Indemnified
Party.


 






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Section 3.04     Contribution.


 


(a)            If
the indemnification provided for in this Article III is unavailable to an Indemnified Party in respect of any losses, claims,
damages or liabilities in respect of which indemnity is to be provided hereunder, then each Indemnifying Party, in lieu of indemnifying
such Indemnified Party, shall to the fullest extent permitted by law contribute to the amount paid or payable by such Indemnified Party
as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of such
party in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative fault of the Company (on the one hand) and a Holder (on the other hand) shall be determined
by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by such party and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.


 


(b)            The
Company and each Holder agree that it would not be just and equitable if contribution pursuant to this Article III were determined
by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in
Section 3.04(a). The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities
referred to in Section 3.04(a) shall be deemed to include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding
the provisions of this Article III, no Holder shall be liable for indemnification or contribution pursuant to this Article III
for any amount in excess of the net proceeds of the offering received by such Holder, less the amount of any damages which such Holder
has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
from any Person who was not guilty of such fraudulent misrepresentation.


 






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Article IV.

RULE 144


 


With a view to making available
the benefits of certain rules and regulations of the Commission that may permit the resale of the Registrable Securities without
registration, the Company agrees to use its commercially reasonable efforts to:


 


(a)            make
and keep public information regarding the Company available, as those terms are understood and defined in Rule 144 under the Securities
Act, at all times from and after the date hereof;


 


(b)            file
with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange
Act at all times from and after the date hereof; and


 


(c)            so
long as a Holder owns any Registrable Securities, furnish (i) to the extent accurate, forthwith upon request, a written statement
of the Company that it has complied with the reporting requirements of Rule 144 under the Securities Act and (ii) unless otherwise
available via the Commission’s EDGAR filing system, to such Holder forthwith upon request a copy of the most recent annual or quarterly
report of the Company, and such other reports and documents so filed as such Holder may reasonably request in availing itself of any rule or
regulation of the Commission allowing such Holder to sell any such securities without registration.


 


Article V.

LEGENDS AND TRANSFER OF RIGHTS


 


Section 5.01     Share
Legend.


 


(a)            Each
certificate or book-entry notation representing the Shares shall (unless otherwise permitted by the provisions of Section 5.01(b))
bear a legend in substantially the following form:


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM.


 


(b)            The
legend on any shares of Company Common Stock covered by this Agreement shall be removed if (i) such shares of Company Common Stock
are sold pursuant to an effective registration statement, (ii) a registration statement covering the resale of such shares of Company
Common Stock is effective under the Securities Act and the applicable holder of such share of Company Common Stock delivers to the Company
a representation letter agreeing that such shares of Company Common Stock will be sold under such effective registration statement, (iii) if
such shares of Company Common Stock may be sold by the holder thereof free of restrictions pursuant to Rule 144(b) under the
Securities Act or (iv) such shares of Company Common Stock are being sold, assigned or otherwise transferred pursuant to Rule 144
under the Securities Act; provided, that with respect to clause (iii) or (iv) above, the holder of such shares of Company
Common Stock has provided all necessary documentation and evidence (which may include an opinion of counsel) as may reasonably be required
by the Company to confirm that the legend may be removed under applicable securities law. The Company shall cooperate with the applicable
holder of Company Common Stock covered by this Agreement to effect removal of the legend on such shares pursuant to this Section 5.01(b) as
soon as reasonably practicable after delivery of notice from such holder that the conditions to removal are satisfied (together with any
documentation required to be delivered by such holder pursuant to the immediately preceding sentence). The Company shall bear all direct
costs and expenses associated with the removal of a legend pursuant to this Section 5.01(b).


 






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Section 5.02    Transfer
of Rights. The rights to registration and other rights under this Agreement may be assigned to a Transferee of Registrable Securities
if such Transferee is a Permitted Transferee.


 


Article VI.

MISCELLANEOUS


 


Section 6.01    Termination.
This Agreement shall terminate, and the parties shall have no further rights or obligations hereunder on (a) the fifth anniversary
of the date hereof or (b) as to any Holder, following July 21, 2023, on such earlier date on which both (i) such Holder,
together with such Holder’s Affiliates, owns less than 1.0% of the issued and outstanding shares of Company Common Stock and (ii) all
Registrable Securities owned by such Holder and such Holder’s Affiliates may be sold without restriction pursuant to Rule 144
under the Securities Act and the Company is compliant with Rule 144(c) under the Securities Act.


 


Section 6.02     Severability.
If any provision of this Agreement shall be determined to be illegal and unenforceable by any court of law, the remaining provisions shall
be severable and enforceable in accordance with their terms.


 


Section 6.03     Governing
Law; Waiver of Jury Trial.


 


(a)            This
Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts
of laws that would direct the application of the laws of another jurisdiction.


 


(b)            THE
PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANOTHER IN ANY MATTER WHATSOEVER
ARISING OUT OF OR IN RELATION TO OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, NOTHING HEREIN SHALL DIVEST A COURT OF COMPETENT JURISDICTION
OF THE RIGHT AND POWER TO GRANT A TEMPORARY RESTRAINING ORDER, TO GRANT TEMPORARY INJUNCTIVE RELIEF, OR TO COMPEL SPECIFIC PERFORMANCE
OF ANY DECISION OF AN ARBITRAL TRIBUNAL MADE PURSUANT TO THIS PROVISION.


 


Section 6.04     Adjustments
Affecting Registrable Securities. The provisions of this Agreement shall apply to any and all shares of capital stock of the Company
or any successor or assignee of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect
of, in exchange for or in substitution for Registrable Securities, by reason of any stock dividend, split, reverse split, combination,
recapitalization, reclassification, merger, consolidation or otherwise in such a manner and with such appropriate adjustments as to reflect
the intent and meaning of the provisions hereof and so that the rights, privileges, duties and obligations hereunder shall continue with
respect to the capital stock of the Company as so changed.


 






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Section 6.05     Binding
Effects; Benefits of Agreement. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and
assigns and each Holder and its successors and assigns. Except as provided in Section 5.02, neither this Agreement nor any
of the rights, benefits or obligations hereunder may be assigned or transferred, by operation of law or otherwise, by any Holder without
the prior written consent of the Company.


 


Section 6.06     Notices.
All notices or other communications which are required or permitted hereunder shall be in writing and shall be deemed to have been given
if (a) personally delivered, (b) sent by nationally recognized overnight courier, (c) sent by registered or certified mail,
postage prepaid, return receipt requested, or (d) sent by email. Such notices and other communications must be sent to the following
addresses or email addresses:


 


(a)            If
to the Company, to:


 


EQT Corporation 


625 Liberty Avenue, Suite 1700 


Pittsburgh, Pennsylvania
15222 


Attention: General Counsel 


Email: WiJordan@eqt.com


 


with copies (which shall not
constitute notice) to:


 


Latham & Watkins
LLP 


811 Main Street, Suite 3700 


Houston, Texas 77002 


Attention: Jeffrey S. Munoz;
John M. Greer; Chris B. Bennett 


Email: jeff.munoz@lw.com;
john.greer@lw.com; chris.bennett@lw.com


 


(b)            If
to an Initial Holder, to the address or email address of such Initial Holder as they appear on such Initial Holder’s signature page attached
hereto or such other address or email address as may be designated in writing by such Holder; and


 


(c)            If
to any other Holders, to their respective addresses or email addresses set forth on the applicable Adoption Agreement; or to such other
address or email address as the party to whom notice is to be given may have furnished to such other party in writing in accordance herewith.
Any such communication shall be deemed to have been received (a) when delivered, if personally delivered, (b) the next Business
Day after delivery, if sent by nationally recognized, overnight courier, (c) on the third Business Day following the date on which
the piece of mail containing such communication is posted, if sent by first-class mail or (d) on the date sent, if sent by email
during normal business hours of the recipient or on the next Business Day, if sent by email after normal business hours of the recipient.


 






    19 


     


    

 


Section 6.07     Modification;
Waiver. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by the Company, the Investor
Designee and the Majority Holders, provided, however, that this Agreement may not be amended, modified or supplemented in a manner that
is disproportionately adverse to the rights of a Holder under this Agreement as compared to the other Holders under this Agreement without
the prior written consent of such Holder. No course of dealing between the Company and the Holders (or any of them) or any delay in exercising
any rights hereunder will operate as a waiver of any rights of any party to this Agreement. The failure of any party to enforce any of
the provisions of this Agreement will in no way be construed as a waiver of such provisions and will not affect the right of such party
thereafter to enforce each and every provision of this Agreement in accordance with its terms.


 


Section 6.08     Entire
Agreement. Except as otherwise expressly provided herein, this Agreement constitutes the entire agreement among the parties pertaining
to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings of the parties in connection therewith.


 


Section 6.09     Counterparts.
This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument,
but all such counterparts taken together shall constitute but one agreement.


 


[signature page follows] 


 



    20 


     


    





 


IN WITNESS WHEREOF, each of the Parties has caused
this Agreement to be executed by its undersigned duly authorized representative as of the date first written above.


 


	 	EQT CORPORATION 
	 	 	 
	 	By:	/s/ Toby Z. Rice
	 	Name:	Toby Z. Rice
	 	Title:	President and Chief Executive Officer



 


[Signature Page to Registration Rights Agreement]


 






     


     


    

  


	 	HOLDERS:
	 	 
	 	Alotta Oil Company
	 	 	 
	 	By:	/s/ Stuart W. Stedman
	 	Name:	Stuart W. Stedman
	 	Title:	President



 


	 	Address: [Personal information redacted]
	 	Contact Person: Stuart W Stedman  
	 	Email: [Personal information redacted]





 


	 	ARI 1740 Fund, L.P.
	 	 	 
	 	By:	/s/ Matthew Swaim   
	 	Name:	Matthew Swaim
	 	Title:	CEO



 


	 	Address: [Personal information redacted]
	 	Contact Person: Katrina Wolfe
	 	Email: [Personal information redacted]




 


	 	Aviral Sharma
	 	 	 
	 	By:	/s/ Aviral Sharma   
	 	Name:	Aviral Sharma



 


	 	Address: [Personal information redacted]
	 	Email: [Personal information redacted]




 


	 	Baupost Group Securities, L.L.C.
	 	 	 
	 	By:	/s/ Thomas W. Blumenthal  
	 	Name:	Thomas W. Blumenthal
	 	Title:	Partner




 


	 	Address: [Personal information redacted]
	 	Contact Person: Thomas W. Blumenthal
	 	Email: [Personal information redacted]



 


[Signature
Page to Registration Rights Agreement] 


 






     


     


    

 


	 	Bufflehead Exploration, Inc.
	 	 	 
	 	By:	/s/ M. Kent Mitchell  
	 	Name:	M. Kent Mitchell
	 	Title:	Manager




 


	 	Address: [Personal information redacted]
	 	Contact Person: M. Kent Mitchell
	 	Email: [Personal information redacted]



 


	 	Bufflehead Holdings, LLC
	 	 	 
	 	By:	/s/ M. Kent Mitchell  
	 	Name:	M. Kent Mitchell
	 	Title:	Manager




 



	 	Address: [Personal information redacted]
	 	Contact Person: M. Kent Mitchell
	 	Email: [Personal information redacted]



 


	 	Conrad N. Hilton Foundation
	 	 	 
	 	By:	/s/ Michael Buchman
	 	Name:	Michael Buchman
	 	Title:	Vice President and CIO




 



	 	Address: [Personal information redacted]
	 	Contact Person: Investment Office
	 	Email: [Personal information redacted]



 


	 	Dolomite Resources, Inc.
	 	 	 
	 	By:	/s/ Spiros Vassilakis
	 	Name:	Spiros Vassilakis
	 	Title:	Vice President 




 


	 	Address: [Personal information redacted]
	 	Contact Person: Spiros Vassilakis
	 	Email: [Personal information redacted]



 


[Signature
Page to Registration Rights Agreement]


 






     


     


    

 


	 	Doug Van Brunt
	 	 	 
	 	By:	/s/ Doug Van Brunt
	 	Name:	Doug Van Brunt




 




	 	Address: [Personal information redacted] 
	 	Email: [Personal information redacted]



 


	 	Edward J. Greenberg Revocable Trust
	 	 	 
	 	By:	/s/ Edward J. Greenberg
	 	Name:	Edward J. Greenberg
	 	Title:	Trustee




 


	 	Address: [Personal information redacted] 
	 	Contact Person: Edward J. Greenberg
	 	 Email: [Personal information redacted]



 


	 	 
	 	FA Corp.
	 	 	 
	 	By:	/s/ Andrew K. Golden
	 	Name:	Andrew K. Golden
	 	Title:	President




 


	 	Address: [Personal information redacted] 
	 	Contact Person: Theo Kim
	 	 Email: [Personal information redacted]



 





	 	GMB Ventures, LLC
	 	 	 
	 	By:	/s/ C. Grant Mitchell
	 	Name:	C. Grant Mitchell
	 	Title:	Manager-Member
	 	 
	 	Address: [Personal information redacted]
	 	Contact Person: C. Grant Mitchell
	 	Email: [Personal information redacted]




 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


	 	GSO Energy Select Opportunities Fund AIV-2 LP 
	 	 	 
	 	By:	/s/ Marisa J. Beeney
	 	Name:	Marisa J. Beeney
	 	Title:	Authorized Signatory
	 	 
	 	GSO COF III AIV-2 LP
	 	 	 
	 	By:	/s/ Marisa J. Beeney
	 	Name:	Marisa J. Beeney
	 	Title:	Authorized Signatory
	 	 
	 	GSO Energy Partners-B LP
	 	 	 
	 	By:	/s/ Marisa J. Beeney
	 	Name:	Marisa J. Beeney
	 	Title:	Authorized Signatory
	 	 
	 	GSO Energy Partners-C II LP 
	 	 	 
	 	By:	/s/ Marisa J. Beeney
	 	Name:	Marisa J. Beeney
	 	Title:	Authorized Signatory
	 	 
	 	GSO Energy Partners-D LP 
	 	 	 
	 	By:	/s/ Marisa J. Beeney
	 	Name:	Marisa J. Beeney
	 	Title:	Authorized Signatory




 


	 	Address: [Personal information redacted] 
	 	Contact Person: General Counsel
	 	Email: [Personal information redacted] 



 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


	 	Indigo 2009, LLC
	 	 
	 	By: 	Fourth Century, LLC, its Manager
	 	By: 	3C Corporation, its Manager




 


	 	By:	/s/ Alexander C. Banker
	 	Name:	Alexander C. Banker
	 	Title:	Vice President and Treasurer
	 	 
	 	Address: [Personal information redacted] 
	 	Contact Person: John Ricotta 
	 	Email: [Personal information redacted]



 


	 	J. Todd Mitchell
	 	 	 
	 	By:	/s/ J. Todd Mitchell
	 	Name:	J. Todd Mitchell
	 	 
	 	Address: [Personal information redacted] 
	 	Email: [Personal information redacted]



 


	 	Jennifer Lauren Odinet
	 	 	 
	 	By:	/s/ Jennifer Lauren Odinet
	 	Name:	Jennifer Lauren Odinet
	 	 
	 	Address: [Personal information redacted] 
	 	Email: [Personal information redacted]



 


	 	Jennifer McCarthy
	 	 	 
	 	By:	/s/ Jennifer McCarthy
	 	Name:	Jennifer McCarthy
	 	 
	 	Address: [Personal information redacted]
	 	 Email: [Personal information redacted]



 


	 	John Montgomery
	 	 	 
	 	By:	/s/ John Montgomery
	 	Name:	John Montgomery
	 	 
	 	Address: [Personal information redacted] 
	 	Email: [Personal information redacted]




 


[Signature Page to Registration Rights
Agreement]


 






     


     


    

 



 


	 	Joseph C. Walton and Molly E. Walton
	 	 	 
	 	By:	/s/ Joseph C. Walton and Molly E. Walton
	 	Name:	Joseph C. Walton and Molly E. Walton
	 	 
	 	Address: [Personal information redacted] 

Contact Person: Joseph Walton 

Email: [Personal information redacted]
	 	 
	 	Joseph Greenberg
	 	 	 
	 	By:	/s/ Joseph Greenberg
	 	Name:	Joseph Greenberg
	 	 
	 	Address: [Personal information redacted] 

Email: [Personal information redacted]
	 	 
	 	Katherine Brooks
	 	 	 
	 	By:	/s/ Katherine Brooks
	 	Name:	Katherine Brooks
	 	 
	 	Address: [Personal information redacted] 

Email: [Personal information redacted]
	 	 
	 	KiwiEnergy, Ltd.
	 	 
	 	By:	KiwiGroup, L.L.C., General Partner
	 	 	 
	 	By:	/s/ Mark E. Gregg
	 	Name:	Mark E. Gregg
	 	Title:	President and CEO
	 	 
	 	Address: [Personal information redacted] 

Contact Person: Mark Gregg 

Email: [Personal information redacted]
	 	 
	 	Laura Drum
	 	 	 
	 	By:	/s/ Laura Drum
	 	Name:	Laura Drum
	 	 
	 	Address: [Personal information redacted] 

Email: [Personal information redacted]



 


[Signature
Page to Registration Rights Agreement]


 






     


     


    

 


	 	Lauren Ford
	 	 	 
	 	By:	/s/ Lauren Ford
	 	Name:	Lauren Ford
	 	 
	 	Address: [Personal information redacted] 

Email: [Personal information redacted]
	 	 
	 	Maria Clare Mitchell 2012 Gift Trust
	 	 
	 	By:	/s/ J. Todd Mitchell
	 	Name:	J. Todd Mitchell
	 	Title:	Trustee
	 	 
	 	Address: [Personal information redacted] 

Contact Person: Todd Mitchell 

Email: [Personal information redacted]
	 	 
	 	Nicholas Colyer Mitchell 2012 Gift Trust(19)
	 	 
	 	By:	/s/ J. Todd Mitchell
	 	Name:	J. Todd Mitchell
	 	Title:	Trustee
	 	 
	 	Address: [Personal information redacted] 

Contact Person: Todd Mitchell 

Email: [Personal information redacted]
	 	 
	 	Nicola Atkinson
	 	 	 
	 	By:	/s/ Nicola Atkinson
	 	Name:	Nicola Atkinson
	 	 
	 	Address: [Personal information redacted] 

Email: [Personal information redacted]
	 	 
	 	Owen Hammond Worley
	 	 	 
	 	By:	/s/ Owen Hammond Worley
	 	Name:	Owen Hammond Worley
	 	 
	 	Address: [Personal information redacted] 

Email: [Personal information redacted]



 


[Signature
Page to Registration Rights Agreement]


 






     


     


    

 


	 	Piney Point Energy Ventures, LLC
	 	 
	 	By:	
    /s/ Spiros
    Vassilakis

	 	Name:	Spiros Vassilakis
	 	Title:	Vice President
	 	 
	 	
    Address: [Personal information redacted]

    Contact Person: Spiros Vassilakis

    Email: [Personal information redacted]

	 	 
	 	Red Alta LLC
	 	 
	 	By:	
    /s/ Mark A.
    Shoberg

	 	Name:	Mark A. Shoberg
	 	Title:	Authorized Person
	 	 
	 	
    Address: [Personal information redacted]

    Contact Person: Mark A. Shoberg

    Email: [Personal information redacted]

	 	 
	 	Richard K. Steeg
	 	 	 
	 	By:	
    /s/ Richard
    K. Steeg

	 	Name:	Richard K. Steeg
	 	 
	 	
    Address: [Personal information redacted]

    Email: [Personal information redacted]

	 	 
	 	Stedman West Family Partnership, Ltd.
	 	 
	 	By:	
    /s/ Stuart
    W. Stedman

	 	Name:	Stuart W. Stedman
	 	Title:	Sole Manager of G.P.
	 	 
	 	
    Address: [Personal information redacted]

    Contact Person: Stuart W. Stedman

    Email: [Personal information redacted]




 


[Signature
Page to Registration Rights Agreement]


 






     


     


    

 


	 	Stephen A. Kelly
	 	 	 
	 	By:	
    /s/ Stephen
    A. Kelly

	 	Name:	Stephen Kelly
	 	 
	 	
    Address: [Personal information redacted]

    Email: [Personal information redacted]

	 	 
	 	Susan M. Greenberg Revocable Trust
	 	 
	 	By:	
    /s/ Susan M.
    Greenberg

	 	Name:	Susan M. Greenberg
	 	Title:	Trustee
	 	 
	 	
    Address: [Personal information redacted]

    Contact Person: Susan M. Greenberg

    Email: [Personal information redacted]

	 	 
	 	The Broad Foundation
	 	 
	 	By:	
    /s/ Julie Baker

	 	Name:	Julie Baker
	 	Title:	Attorney-in-Fact
	 	 
	 	
    Address: [Personal information redacted]

    Contact Person: K.C. Krieger

    Email: [Personal information redacted]

	 	 
	 	The David and Lucile Packard Foundation
	 	 
	 	By:	
    /s/ Kimberly
    Sargent

	 	Name:	Kimberly Sargent
	 	Title:	Chief Investment Officer
	 	 
	 	
    Address: [Personal information redacted]

    Contact Person: David Cormier

    Email: [Personal information redacted]




 


[Signature
Page to Registration Rights Agreement]


 






     


     


    

 


	 	Townes G. Pressler 2012 GTSE Family Trust
	 	 
	 	By:	
    /s/ Townes
    G. Pressler, Jr.

	 	Name:	Townes G. Pressler, Jr.
	 	Title:	Co-Trustee
	 	 
	 	 
	 	By:	
    /s/ Penny P.
    Pressler

	 	Name:	Penny P. Pressler
	 	Title:	Co-Trustee
	 	 
	 	
    Address: [Personal information redacted]

    Contact Person: Townes G. Pressler

    Email: [Personal information redacted]

	 	 
	 	UBS Rollover IRA Y633234
	 	 
	 	By:	
    /s/ Richard
    A. Shortz

	 	Name:	Richard A. Shortz
	 	Title:	Beneficiary
	 	 
	 	
    Address: [Personal information redacted]

    Contact Person: Richard Shortz

    Email: [Personal information redacted]

	 	 
	 	Walton Mitchell and Company, Inc.
	 	 
	 	By:	
    /s/ J. Todd
    Mitchell

	 	Name:	J. Todd Mitchell
	 	Title:	President
	 	 
	 	
    Address: [Personal information redacted]

    Contact Person: Todd Mitchell

    Email: [Personal information redacted]

	 	 
	 	Walton RM RBO James M. - TR
	 	 
	 	By:	
    /s/ Bart C.
    Carletto

	 	Name:	Bart C. Carletto
	 	Title:	
    On behalf of BNY Mellon, N.A., Trustee

    Vice President

	 	 
	 	
    Address: [Personal information redacted]

    Contact Person: Bart Carletto

    Email: [Personal information redacted]




 


[Signature
Page to Registration Rights Agreement]


 






     


     


    

 


	 	Wesley West Minerals, Ltd.
	 	 
	 	By:	
    /s/ Stuart
    W. Stedman

	 	Name:	Stuart W. Stedman
	 	Title:	Sole Manager of Stedman West Land and Cattle Company LLC, General Partner
	 	 
	 	
    Address: [Personal information redacted]

    Contact Person: Stuart W. Stedman

    Email: [Personal information redacted]

	 	 
	 	William “Lee” Chenault
	 	 	 
	 	By:	
    /s/ William
    Chenault

	 	Name:	William “Lee” Chenault
	 	 
	 	
    Address: [Personal information redacted]

    Email: [Personal information redacted]

	 	 
	 	Yana Management Company
	 	 
	 	By:	
    /s/ Stuart
    W. Stedman

	 	Name:	Stuart W. Stedman
	 	Title:	President
	 	 
	 	
    Address: [Personal information redacted]

    Contact Person: Stuart W. Stedman

    Email: [Personal information redacted]



 


[Signature
Page to Registration Rights Agreement]


 






     


     


    

 






EXHIBIT A


form
of RRA Lock-up AGREEMENT


 


This
Lockup Agreement (this “Agreement”) is dated as of July 21, 2021 and is between EQT Corporation, a Pennsylvania
corporation (the “Company”), and [  ̃ ], a [  ̃ ]
(the “Holder”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Registration
Rights Agreement (as defined below).


 


WHEREAS, this Agreement is
being entered into pursuant to that Registration Rights Agreement, dated as of July 21, 2021, by and among the Company and the other
parties thereto (the “Registration Rights Agreement”);


 


WHEREAS, the parties hereto
wish to set forth herein certain understandings between such parties with respect to restrictions, in the case of Holder, on the transfer
of Company Common Stock and, in the case of the Company, the issuance or sale of Company Common Stock.


 


NOW THEREFORE, in consideration
of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged by each party hereto, the parties hereby agree as follows:


 


Article I.


LOCKUP


 


Section 1.01


 


(a)            Except
as provided in Section 1.01(b), from the date of Closing to and including January 17, 2022, Holder agrees that it shall
not offer, sell, contract to sell (including any short sale), pledge, hypothecate, establish an open “put equivalent position”
within the meaning of Rule 16a-1(h) under the Exchange Act, grant any option, right or warrant for the sale of, purchase any
option or contract to sell, sell any option or contract to purchase, or otherwise encumber, dispose of or transfer, or grant any rights
with respect to, directly or indirectly, any shares of Company Common Stock or securities convertible into or exchangeable or exercisable
for any shares of Common Stock, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement
that transfers, in whole or in part, any of the economic consequences of ownership of the Company Common Stock, whether any such aforementioned
transaction is to be settled by delivery of the Company Common Stock or such other securities, in cash or otherwise, or publicly disclose
the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement,
without, in each case, the prior written consent of the Company, which consent may be withheld in the Company’s sole discretion.
Following January 17, 2022, Holder will have the right to resell any Registrable Securities held by Holder, including (i) in
non-underwritten resales under the Registration Statement, (ii) pursuant to Subsequent Demand Registrations, (iii) pursuant
to Rule 144 under the Securities Act or (iv) pursuant to any other applicable exemption from the registration requirements of
the Securities Act, in each case, subject to Section 2.03.


 






     


     


    

 


(b)            Notwithstanding
Section 1.01(a), from the date of Closing to and including January 17, 2022:


 


(i)             The
Holder may sell up to an aggregate of 50% of the Registrable Securities held by such Holder (the “Aggregate Threshold Amount”)
pursuant to the Initial Demand Registrations; provided, however, that the Holder may not sell more than an aggregate of 25% of
the Registrable Securities held by such Holder in any Initial Demand Registration made pursuant to Section 2.02(a)(ii) of the
Registration Rights Agreement (the “Interim Threshold Amount”); provided, further, that the Company may, in
its sole discretion, increase the Aggregate Threshold Amount or Interim Threshold Amount if requested by the Investor Designee in connection
with the Initial Demand Registrations; provided further that if a party to the Registration Rights Agreement elects not to participate
in an Initial Demand Registration or a participant in an Initial Demand Registration elects not to sell a number of Registrable Securities
equal to such holder’s Interim Threshold Amount or Aggregate Threshold Amount, as the case may, then Holder may elect to sell an
additional number of Registrable Securities held by such Holder in such Initial Demand Registration so long as the total number of Registrable
Securities sold by all participants in the Initial Demand Registrations does not exceed 50% of the Registrable Securities or 25% of the
Registrable Securities in any Initial Demand Registration made pursuant to Section 2.02(a)(ii) of the Registration Rights Agreement;
and


 


(ii)            The
Holder may sell up to an aggregate of [  ̃ ]1 Shares pursuant
to (a) non-underwritten resales under the Registration Statement, (b) Rule 144 under the Securities Act, or (c) any
other applicable exemption from the registration requirements of the Securities Act, in each case, subject to the delay and suspension
rights set forth in Section 2.03 of the Registration Rights Agreement.


 


(c)            From
the date of Closing to and including August 20, 2021, the Company agrees that it shall not offer, sell, contract to sell, grant any
option, right or warrant for the sale of, purchase any option or contract to sell, sell any option or contract to purchase, or otherwise
grant any rights with respect to, directly or indirectly, any shares of Company Common Stock or securities convertible into or exchangeable
or exercisable for any shares of Company Common Stock or enter into a transaction which would have the same effect, or publicly disclose
the intention to make any such offer or sale or to enter into any such transaction or other arrangement, without, in each case, the prior
written consent of the Investor Designee, which consent may be withheld in the Investor Designee’s sole discretion, except for (A) issuance
of Company Common Stock upon (1) exercise of options, (2) settlement of performance share units, (3) vesting of restricted
shares, (4) vesting of shares issued at the election of a participant or as a matching contribution under employee 401(k) plans,
(5) the vesting of deferred stock units, (6) settlement of phantom units and (7) elections under employee stock purchase
programs, in each case, granted under the Company’s benefit and compensation plans as in effect on the date of this Agreement, (B) the
issuance of Company Common Stock, restricted stock, stock options, performance share units, phantom units, or other stock performance
awards under the Company’s benefit and compensation plans as in effect on the date of this Agreement or under the EQT Corporation
2020 Long-Term Incentive Plan, and (C) the offer and sale of shares of Company Common Stock in accordance with the Company’s
2009 Dividend Reinvestment and Stock Purchase Plan as in effect on the date of this Agreement.


 





 



 


1 Note to Draft: The pro rata amount of 2,500,000
shares of Company Common Stock held by such Holder.


 






    34


     


    

 


Article II.

MISCELLANEOUS


 


Section 2.01            Severability.
If any provision of this Agreement shall be determined to be illegal and unenforceable by any court of law, the remaining provisions shall
be severable and enforceable in accordance with their terms.


 


Section 2.02            Governing
Law; Waiver of Jury Trial.


 


(a)            This
Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts
of laws that would direct the application of the laws of another jurisdiction.


 


(b)            THE
PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANOTHER IN ANY MATTER WHATSOEVER
ARISING OUT OF OR IN RELATION TO OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, NOTHING HEREIN SHALL DIVEST A COURT OF COMPETENT JURISDICTION
OF THE RIGHT AND POWER TO GRANT A TEMPORARY RESTRAINING ORDER, TO GRANT TEMPORARY INJUNCTIVE RELIEF, OR TO COMPEL SPECIFIC PERFORMANCE
OF ANY DECISION OF AN ARBITRAL TRIBUNAL MADE PURSUANT TO THIS PROVISION.


 


Section 2.03            Binding
Effects; Benefits of Agreement. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and
assigns and Holder and its successors and assigns. Neither this Agreement nor any of the rights, benefits or obligations hereunder may
be assigned or transferred, by operation of law or otherwise, by a party hereto without the prior written consent of the other party.


 


Section 2.04            Notices.
All notices or other communications which are required or permitted hereunder shall be in writing and shall be deemed to have been given
if (a) personally delivered, (b) sent by nationally recognized overnight courier, (c) sent by registered or certified mail,
postage prepaid, return receipt requested, or (d) sent by email. Such notices and other communications must be sent to the following
addresses or email addresses:


 


(a)            If
to the Company, to:


 


EQT Corporation


625 Liberty Avenue, Suite 1700


Pittsburgh, Pennsylvania
15222


Attention: General Counsel


Email: WiJordan@eqt.com


 






    35


     


    

 


with copies (which shall not
constitute notice) to:


 


Latham & Watkins
LLP


811 Main Street, Suite 3700


Houston, Texas 77002


Attention: Jeffrey S. Munoz;
John M. Greer; Chris B. Bennett


Email: jeff.munoz@lw.com;
john.greer@lw.com; chris.bennett@lw.com


 


(b)            If
to Holder, to the address or email address of Holder as they appear on Holder’s signature page attached hereto or such other
address or email address as may be designated in writing by Holder.


 


Section 2.05            Modification;
Waiver. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by the Company and the
Holder. No course of dealing between the Company and the Holder or any delay in exercising any rights hereunder will operate as a waiver
of any rights of any party to this Agreement. The failure of any party to enforce any of the provisions of this Agreement will in no way
be construed as a waiver of such provisions and will not affect the right of such party thereafter to enforce each and every provision
of this Agreement in accordance with its terms.


 


Section 2.06            Entire
Agreement. Except as otherwise expressly provided herein, this Agreement constitutes the entire agreement among the parties pertaining
to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings of the parties in connection therewith.


 


Section 2.07            Counterparts.
This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument,
but all such counterparts taken together shall constitute but one agreement.


 


[signature page follows]


 






    36


     


    

 


IN WITNESS WHEREOF, each of the Parties has caused
this Agreement to be executed by its undersigned duly authorized representative as of the date first written above.


 


	 	EQT CORPORATION 
	 	 	 
	 	By:	 
	 	Name:	Toby Z. Rice
	 	Title:	President and Chief Executive Officer



 


[Signature
Page to Lockup Agreement]


 






     


     


    

 


	 	HOLDER:
	 	 
	 	[HOLDER]
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	Address:  	 
	 	Contact Person:
	 	Email:	 


 


[Signature
Page to Lockup Agreement]


 






     


     


    

 


EXHIBIT B


ADOPTION
AGREEMENT


 


This Adoption Agreement (“Adoption
Agreement”) is executed by the undersigned transferee (“Transferee”) pursuant to the terms of [each of (a)]2
the Registration Rights Agreement, dated as of [●], 2021, among EQT Corporation, a Pennsylvania corporation (the “Company”),
and the Holders party thereto (as amended from time to time, the “Registration Rights Agreement”) [and (b) the
Lock-Up Agreement, dated as of [●], 2021, between the Company and the Holder (as amended from time to time, the “Lock-Up
Agreement” and, together with the Registration Rights Agreement, the “Registration Rights and Lock-Up Agreements”)].
Terms used and not otherwise defined in this Adoption Agreement have the meanings set forth in the Registration Rights [and Lock-Up]
Agreement[s].


 


By the execution of this Adoption
Agreement, the Transferee agrees as follows:


 


1. Acknowledgement.
Transferee acknowledges that Transferee is acquiring certain shares of Company Common Stock subject to the terms and conditions of the
Registration Rights [and Lock-Up] Agreement[s], among the Company and the Holders party thereto.


 


2. Agreement. Transferee
(a) agrees that the shares of Company Common Stock acquired by Transferee shall be bound by and subject to the terms of the Registration
Rights [and Lock-Up] Agreement[s], pursuant to the terms thereof, and (b) hereby adopts the Registration Rights [and Lock-Up] Agreement[s]
with the same force and effect as if he, she or it were originally a party thereto.


 


3. Notice. Any notice
required as permitted by the Registration Rights [and Lock-Up] Agreement[s] shall be given to Transferee at the address listed below Transferee’s
signature.


 


4. Joinder. The spouse
of the undersigned Transferee, if applicable, executes this Adoption Agreement to acknowledge its fairness and that it is in such spouse’s
best interest, and to bind such spouse’s community interest, if any, in the shares of Company Common Stock and other securities
referred to above and in the Registration Rights [and Lock-Up] Agreement[s], to the terms of the Registration Rights [and Lock-Up] Agreement[s].


 


	Signature:	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	Address:	 
	Contact Person:	 
	Telephone Number:	 
	Email:	 
	 	 


 





 



 


2 Note to Draft: Bracketed language to be
included only if an Adoption Agreement is entered into during the term of the Lockup Agreements.


 






    B-1