Exhibit 10.2


 


April [  ], 2020


 


From: [Dealer Name]1


[          ]


[          ]


[          ]


 


To: EQT Corporation


625 Liberty Avenue, Suite 1700


Pittsburgh, Pennsylvania 15222


 


Re: [Base]2 [Additional]3
Call Option Transaction


 


The purpose of this communication (this
 “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on
the Trade Date specified below (the “Transaction”) between [   ] (“Dealer”)[, through its agent
[   ] (the “Agent”),] and EQT Corporation, a Pennsylvania corporation (“Counterparty”). This
communication constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.


 


1. This Confirmation is subject to, and
incorporates, the definitions and provisions of the 2006 ISDA Definitions (the “2006 Definitions”) and the definitions
and provisions of the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and together with
the 2006 Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives
Association, Inc. (“ISDA”). In the event of any inconsistency between the 2006 Definitions and the Equity Definitions,
the Equity Definitions will govern and in the event of any inconsistency between terms defined in the Equity Definitions and this
Confirmation, this Confirmation shall govern.


 


This Confirmation evidences a complete and
binding agreement between Dealer and Counterparty as to the terms of the Transaction to which this Confirmation relates. This Confirmation
shall be subject to an agreement (the “Agreement”) in the form of the 2002 ISDA Master Agreement as if Dealer
and Counterparty had executed an agreement in such form on the Trade Date (but without any Schedule except for (i) the election
of the laws of the State of New York as the governing law (without reference to choice of law doctrine), [(ii) the election of
an executed guarantee of [__________] (“Guarantor”) dated as of the Trade Date in substantially the form attached
hereto as Schedule I as a Credit Support Document, (iii) the election of Guarantor as Credit Support Provider in relation to Dealer]4
and (iv)] [and (ii)] the election that the “Cross Default” provisions of Section 5(a)(vi) of the Agreement shall apply
to Dealer, (a) with a “Threshold Amount” of 3% of the shareholders’ equity of [Dealer] [[   ] (“Dealer
Parent”)]5 on the Trade
Date, (b) “Specified Indebtedness” having the meaning set forth in Section 14 of the Agreement, except that it
shall not include any obligation in respect of deposits received in the ordinary course of Dealer's banking business, (c) the
phrase “, or becoming capable at such time of being declared,” shall be deleted from clause (1) of such Section 5(a)(vi)
of the Agreement, and (d) the following sentence shall be added to the end of Section 5(a)(vi) of the Agreement: “Notwithstanding
the foregoing, a default under subsection (2) hereof shall not constitute an Event of Default if (i) the default was caused solely
by error or omission of an administrative or operational nature; (ii) funds were available to enable the relevant party to make
payment when due; and (iii) the payment is made within two Local Business Days of such party’s receipt of written notice
of its failure to pay.”).


 


All provisions contained in, or incorporated
by reference to, the Agreement will govern this Confirmation except as expressly modified herein. In the event of any inconsistency
between this Confirmation and either the Definitions or the Agreement, this Confirmation shall govern.


 


The Transaction hereunder shall be the
sole Transaction under the Agreement. If there exists any ISDA Master Agreement between Dealer and Counterparty or any
confirmation or other agreement between Dealer and Counterparty pursuant to which an ISDA Master Agreement is deemed to exist
between Dealer and Counterparty, then notwithstanding anything to the contrary in such ISDA Master Agreement, such
confirmation or agreement or any other agreement to which Dealer and Counterparty are parties, the Transaction shall not be
considered a Transaction under, or otherwise governed by, such existing or deemed ISDA Master Agreement.


 





 






1 Include name of Dealer and Dealer’s Agent, if
applicable


2 Include for Base Capped Call Transaction.


3 Include for Additional Capped Call Transaction.


4 Requested if Dealer is not the highest rated entity
in group, typically from Parent.


5 Include name of Dealer’s ultimate parent, if applicable.


 






     


     


    

 


2. The Transaction constitutes a Share Option
Transaction for purposes of the Equity Definitions. The terms of the particular Transaction to which this Confirmation relates
are as follows:


 


General Terms:


 


	Trade Date:	April [  ], 2020
	Effective Date:	April 28, 2020, or such other date as agreed by the parties in writing.
	Components:	The Transaction will be divided into individual Components, each with the terms set forth in this Confirmation, and, in particular, with the Number of Options and Expiration Date set forth in Annex A to this Confirmation. The exercise, valuation and settlement of the Transaction will be effected separately for each Component as if each Component were a separate Transaction under the Agreement.
	Option Style:	“European”, as described under “Procedures for Exercise” below.
	Option Type:	Call
	Seller:	Dealer
	Buyer:	Counterparty
	Shares:	Common Stock of Counterparty, no par value (Ticker Symbol: “EQT”).
	Number of Options:	For each Component, as provided in Annex A to this Confirmation.
	Option Entitlement:	One Share per Option
	Strike Price:	USD 15.00
	Cap Price:	USD 18.75; provided that in no event shall the Cap Price be reduced to an amount less than the Strike Price in connection with any adjustment by the Calculation Agent under this Confirmation.
	Number of Shares:	As of any date, a number of Shares equal to the product of (i) the Number of Options and (ii) the Option Entitlement.
	Premium:	USD [          ]; Dealer and Counterparty hereby agree that notwithstanding anything to the contrary herein or in the Agreement, following the payment of the Premium, in the event that (a) an Early Termination Date (whether as a result of an Event of Default or a Termination Event) (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement that is within Counterparty’s control) occurs or is designated with respect to any Transaction and, as a result, Counterparty owes to Dealer the amount calculated under Section 6(d) and Section 6(e) or otherwise under the Agreement (calculated as if the Transactions terminated on such Early Termination Date were the sole Transactions under the Agreement) or (b) Counterparty owes to Dealer, pursuant to Sections 12.2, 12.3, 12.6, 12.7, 12.8 or 12.9 of the Equity Definitions or otherwise under the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero. 
	Premium Payment Date:	The Effective Date





 






     


     


    

 


	Exchange:	The New York Stock Exchange
	Related Exchange:	All Exchanges; provided that Section 1.26 of the Equity Definitions shall be amended to add the words “United States” before the word “exchange” in the tenth line of such Section.
	Procedures for Exercise:	 
	Expiration Time:	The Valuation Time
	Expiration Date:	For any Component, as provided in Annex A to this Confirmation (or, if such date is not a Scheduled Valid Day, the next following Scheduled Valid Day that is not already an Expiration Date for another Component); provided that if that date is a Disrupted Day, the Expiration Date for such Component shall be the first succeeding Scheduled Valid Day that is not a Disrupted Day and is not or is not deemed to be an Expiration Date in respect of any other Component of the Transaction hereunder; and provided further that in no event shall the Expiration Date be postponed to a date later than the Final Termination Date and, notwithstanding anything to the contrary in this Confirmation or the Equity Definitions, if the Expiration Date is a Disrupted Day, the Relevant Price for such Expiration Date shall be the prevailing market value per Share determined by the Calculation Agent in a good faith and commercially reasonable manner. Notwithstanding the foregoing and anything to the contrary in the Equity Definitions, if a Market Disruption Event occurs on any Expiration Date, the Calculation Agent may determine in a good faith and commercially reasonable manner that such Expiration Date is a Disrupted Day only in part, in which case the Calculation Agent shall make commercially reasonable adjustments to the Number of Options for the relevant Component for which such day shall be the Expiration Date, shall designate the Scheduled Valid Day determined in the manner described in the immediately preceding sentence as the Expiration Date for the remaining Options for such Component and may determine the Relevant Price based on transactions in the Shares on such Disrupted Day taking into account the nature and duration of such Market Disruption Event on such day. Any Scheduled Valid Day on which, as of the date hereof, the Exchange is scheduled to close prior to its normal close of trading shall be deemed not to be a Scheduled Valid Day; if a closure of the Exchange prior to its normal close of trading on any Scheduled Valid Day is scheduled following the date hereof, then such Scheduled Valid Day shall be deemed to be a Disrupted Day in full. Section 6.6 of the Equity Definitions shall not apply to any Valuation Date occurring on an Expiration Date.
	Final Termination Date:	August 21, 2026
	Automatic Exercise:	Applicable; and means that the Number of Options for the relevant Component will be deemed to be automatically exercised at the Expiration Time on the Expiration Date for such Component if at such time such Component is In-the-Money, as determined by the Calculation Agent, unless Buyer notifies Seller (in writing) prior to the Expiration Time on such Expiration Date that it does not wish Automatic Exercise to occur with respect to such Component, in which case Automatic Exercise will not apply with respect to such Component. “In-the-Money” means, in respect of any Component, that the Relevant Price on the Expiration Date for such Component is greater than the Strike Price for such Component.





 






     


     


    

 


	Valuation Time:	At the close of trading of the regular trading session on the Exchange; provided that if the principal trading session is extended, the Calculation Agent shall determine the Valuation Time in a good faith and commercially reasonable manner.
	Valuation Date:	For any Component, the Expiration Date therefor.
	Market Disruption Event:	
        Section 6.3(a) of the Equity Definitions is hereby amended by
        deleting the words “during the one hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation
        Time or Knock-out Valuation Time, as the case may be,” in clause (ii) thereof.

         

        Section 6.3(d) of the Equity Definitions is
hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth
line thereof.

	Settlement Terms:	 
	Settlement Method Election:	
        Applicable; provided that (a) Section 7.1 of
        the Equity Definitions is hereby amended by replacing the term “Physical Settlement” with the term “Net Share
        Settlement”, (b) Counterparty must make a single irrevocable election for all Components and (c) such Settlement Method
        Election would be effective only if Counterparty represents and warrants to Dealer in writing on the date of such Settlement Method
        Election that (i) Counterparty is not in possession of any material non-public information regarding Counterparty or the Shares,
        and (ii) if Counterparty is electing Cash Settlement, such election is being made in good faith and not as part of a plan or scheme
        to evade compliance with the federal securities laws.

         

        Without limiting the generality of the foregoing, Counterparty
acknowledges its responsibilities under applicable securities laws, and in particular Sections 9 and 10(b) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder in respect
of such election.

	Electing Party:	Counterparty
	Settlement Method Election Date:	The second Scheduled Valid Day prior to the scheduled Expiration Date for the Component with the earliest scheduled Expiration Date.
	Default Settlement Method:	Net Share Settlement
	Net Share Settlement:	
        With respect to any Component, if Net Share Settlement is applicable
        to the Options exercised or deemed exercised hereunder, Dealer will deliver to Counterparty, on the relevant Settlement Date for
        such Component, a number of Shares (the “Net Share Settlement Amount”) equal to (i) the Daily Option Value on
        the Expiration Date of such Component divided by (ii) the Relevant Price on such Expiration Date.

         

        Dealer will deliver cash in lieu of any fractional
Shares to be delivered with respect to any Net Share Settlement Share Amount valued at the Relevant Price for the Expiration Date
of such Component.

	Cash Settlement:	With respect to any Component, if Cash Settlement is applicable to the Options exercised or deemed exercised hereunder, in lieu of Section 8.1 of the Equity Definitions, Dealer will pay to Counterparty, on the relevant Settlement Date for each such Option, an amount of cash (the “Cash Settlement Amount”) equal to the Daily Option Value on the Expiration Date of such Component.





 






     


     


    

 


	Delivery Obligation:	For any Settlement Date, the Net Share Settlement Amount or the Cash Settlement Amount payable or deliverable on such Settlement Date.
	Daily Option Value:	For any Component, an amount equal to (i) the Number of Options in such Component, multiplied by (ii) (A) the lesser of the Relevant Price on the Expiration Date of such Component and the Cap Price, minus (B) the Strike Price on such Expiration Day; provided that if the calculation contained in clause (ii) above results in a negative number, the Daily Option Value for such Component shall be deemed to be zero. In no event will the Daily Option Value be less than zero.
	Valid Day:	A day on which (i) there is no Market Disruption Event and (ii) trading in the Shares generally occurs on the Exchange. If the Shares are not listed, quoted or traded on any U.S. securities exchange or any other market, “Valid Day” means a Business Day.
	Scheduled Valid Day:	A day that is scheduled to be a Valid Day on the Exchange. If the Shares are not listed, quoted or traded on any U.S. securities exchange or any other market, “Scheduled Valid Day” means a Business Day.
	Business Day:	Any day other than a Saturday, a Sunday or other day on which banking institutions are authorized or required by law, regulation or executive order to close or be closed in the State of New York.
	Relevant Price:	On any Valid Day, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “EQT <equity> AQR” (or its equivalent successor if such page is not available) (the “VWAP”) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Valid Day (or if such volume-weighted average price is unavailable at such time, the market value of one Share on such Valid Day, as determined by the Calculation Agent in a good faith and commercially reasonable manner using, if practicable, a volume-weighted average method substantially similar to the method for determining the VWAP). The Relevant Price will be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.
	Settlement Date:	For all Components of the Transaction, the date one Settlement Cycle immediately following the Expiration Date for the Component with the latest scheduled Expiration Date.
	Settlement Currency:	USD
	Other Applicable Provisions:	The provisions of Sections 9.1(c), 9.8, 9.9 and 9.11 of the Equity Definitions will be applicable, except that all references in such provisions to “Physically-settled” shall be read as references to “Net Share Settlement.”
	Representation and Agreement:	Notwithstanding anything to the contrary in Equity Definitions (including, but not limited to, Section 9.11 thereof), the parties acknowledge that (i) any Shares delivered to Counterparty shall be, upon delivery, subject to restrictions and limitations arising from Counterparty's status as issuer of the Shares under applicable securities laws, (ii) Dealer may deliver any Shares required to be delivered hereunder in certificated form in lieu of delivery through the Clearance System and (iii) any Shares delivered to Counterparty may be “restricted securities” (as defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”)).





 






     


     


    

 


	Adjustments:	 
	Method of Adjustment:	Calculation Agent Adjustment; provided that the parties agree that (x) open market Share repurchases at prevailing market price and (y) Share repurchases through a dealer pursuant to accelerated share repurchases, forward contracts or similar transactions to repurchase the Shares that are entered into at prevailing market prices and in accordance with customary market terms for transactions of such type (including, without limitation, any discount to average VWAP prices) shall not be considered Potential Adjustment Events; provided, further, that, the entry into any such accelerated share repurchase transaction, forward contract or similar transaction described in the immediately preceding proviso shall constitute a Potential Adjustment Event to the extent that, after giving effect to such transaction, the aggregate number of Shares repurchased during the term of the Transaction pursuant to all such transactions described in the immediately preceding proviso would exceed 20% of the number of Shares outstanding as of the Trade Date, as determined by Calculation Agent in a commercially reasonable manner.
	Extraordinary Events:	 
	New Shares:	In the definition of New Shares in Section 12.1(i) of the Equity Definitions, the text in clause (i) thereof shall be deleted in its entirety and replaced with “publicly quoted, traded or listed on any of The New York Stock Exchange, The Nasdaq Global Market or The Nasdaq Global Select Market (or their respective successors) and of an entity or person organized under the laws of the United States, any State thereof or the District of Columbia”.
	Merger Events:	Applicable
	Consequences of Merger Events:	 
	(a)   Share-for-Share:	Modified Calculation Agent Adjustment
	(b)   Share-for-Other:	Cancellation and Payment (Calculation Agent Determination)
	(c)   Share-for-Combined:	Cancellation and Payment (Calculation Agent Determination); provided that the Calculation Agent may elect Component Adjustment for all or part of the Transaction
	Tender Offer:	Applicable; provided that the definition of “Tender Offer” in Section 12.1 of the Equity Definitions will be amended by replacing the phrase “greater than 10% and less than 100% of the outstanding voting shares of the Counterparty” in the third and fourth line thereof with “(a) greater than 15% and less than 100% of the outstanding Shares of the Counterparty in the event that such Tender Offer is being made by any entity or person other than the Counterparty or any subsidiary thereof or (b) greater than 20% and less than 100% of the outstanding Shares of the Counterparty in the event that such Tender Offer is being made by the Counterparty or any subsidiary thereof”.
	Consequences of Tender Offers:	 
	(a)   Share-for-Share:	Modified Calculation Agent Adjustment 
	(b)   Share-for-Other:  	Modified Calculation Agent Adjustment
	(c)   Share-for-Combined:	Modified Calculation Agent Adjustment





 






     


     


    

 


	Consequences of Announcement Events:	Upon an Announcement Event (as defined below), the Calculation Agent, in a commercially reasonable manner, shall determine what consequences, if any, apply in accordance with Modified Calculation Agent Adjustment as set forth in Section 12.3(d) of the Equity Definitions; provided that, in respect of an Announcement Event, (x) references to “Tender Offer” shall be replaced by references to “Announcement Event” and references to “Tender Offer Date” shall be replaced by references to “date of such Announcement Event”, (y) the phrase “exercise, settlement, payment or any other terms of the Transaction (including, without limitation, the spread)” shall be replaced with the phrase “Cap Price (provided that in no event shall the Cap Price be less than the Strike Price)” and the words “whether within a commercially reasonable period of time (as determined by the Calculation Agent) prior to or after the Announcement Event” shall be inserted prior to the word “which” in the seventh line, and (z) for the avoidance of doubt, the Calculation Agent shall, in good faith and a commercially reasonable manner, determine whether the relevant Announcement Event has had a material economic effect on the Transaction and, if so, shall adjust, in good faith and a commercially reasonable manner, the Cap Price accordingly to take into account such economic effect on one or more occasions on or after the date of the Announcement Event up to, and including, any Component, any Expiration Date, any Early Termination Date and/or any other date of cancellation, it being understood that any adjustment in respect of an Announcement Event shall take into account any earlier adjustment relating to the same Announcement Event and shall not be duplicative with any other adjustment or cancellation valuation made pursuant to this Confirmation, the Equity Definitions or the Agreement; provided that in no event shall the Cap Price be adjusted to be less than the Strike Price.  An Announcement Event shall be an “Extraordinary Event” for purposes of the Equity Definitions, to which Article 12 of the Equity Definitions is applicable; provided further that following the Calculation Agent having made an adjustment, determined in a commercially reasonable manner, to the terms of any Component upon any Announcement Event, then the Calculation Agent shall make an adjustment to the terms of such Component upon any announcement (whether by Counterparty or a Valid Third Party Entity) regarding the same event that gave rise to the original Announcement Event regarding the abandonment of any such event to the extent necessary to reflect the economic effect of such subsequent announcement on the Transaction. 
	Announcement Event:	(i) The public announcement (whether by Counterparty or a Valid Third Party Entity) of any Merger Event or Tender Offer, or the announcement by Counterparty of any intention to enter into a Merger Event or Tender Offer, (ii) the public announcement by Counterparty of an intention by Counterparty to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, a Merger Event or Tender Offer, (iii) a public announcement (whether by Counterparty or a Valid Third Party Entity) of any potential acquisition by Counterparty and/or its subsidiaries where the consideration exceeds 35% of the market capitalization of the Counterparty as of the date of such announcement, or (iv) any subsequent public announcement (whether by Counterparty or a Valid Third Party Entity) of a change to a transaction or intention that is the subject of an announcement of the type described in clause (i), (ii) or (iii) of this sentence (including, without limitation, a new announcement relating to such a transaction or intention or the announcement of a withdrawal from, or the abandonment or discontinuation of, such a transaction or intention); provided that, for the avoidance of doubt, the occurrence of an Announcement Event with respect to any transaction or intention shall not preclude the occurrence of a later Announcement Event with respect to such transaction or intention.



 






     


     


    

 


	Valid Third Party Entity:	In respect of any transaction, any third party that has a bona fide intent to enter into or consummate such transaction (it being understood and agreed that in determining whether such third party has such a bona fide intent, the Calculation Agent may take into consideration the effect of the relevant announcement by such third party on the Shares and/or options relating to the Shares).
	Notice of Merger Consideration and Consequences:	Upon the occurrence of a Merger Event that causes the Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), Counterparty shall reasonably promptly (but in any event prior to the relevant merger date) notify the Calculation Agent of (i) the type and amount of consideration that a holder of Shares would have been entitled to in the case of reclassifications, consolidations, mergers, sales or transfers of assets or other transactions that cause Shares to be converted into the right to receive more than a single type of consideration and (ii) the weighted average of the types and amounts of consideration to be received by the holders of Shares that affirmatively make such an election.
	Nationalization, Insolvency or Delisting:	Cancellation and Payment (Calculation Agent Determination); provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The Nasdaq Global Select Market or The Nasdaq Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the Exchange.
	Additional Disruption Events:	 
	(a) Change in Law:	Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) by adding the phrase “and/or Hedge Position” after the word “Shares” in clause (X) thereof and (iii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”.
	(b) Failure to Deliver:	Applicable
	(c) Insolvency Filing:	Applicable
	(d) Hedging Disruption:	Applicable
	(e) Increased Cost of Hedging:	Not Applicable
	Hedging Party:	Dealer





 






     


     


    

 


	Determining Party:	For all applicable Extraordinary Events, Dealer; all calculations and determinations made by the Determining Party shall be made in good faith and in a commercially reasonable manner; provided that, upon receipt of written request from Counterparty, the Determining Party shall promptly provide Counterparty with a written explanation describing in reasonable detail any calculation, adjustment or determination made by it (including any quotations, market data or information from internal or external sources used in making such calculation, adjustment or determination, as the case may be, but without disclosing Determining Party’s proprietary models or other information that may be proprietary or subject to contractual, legal or regulatory obligations to not disclose such information), and shall use commercially reasonable efforts to provide such written explanation within five (5) Exchange Business Days from the receipt of such request.
	Non-Reliance:	Applicable
	Agreements and Acknowledgments Regarding Hedging Activities:	Applicable
	Hedging Adjustment:	For the avoidance of doubt, whenever the Dealer, Determining Party or Calculation Agent is permitted to make an adjustment pursuant to the terms of this Confirmation or the Equity Definitions to take into account the effect of an event, the Calculation Agent or Determining Party or Dealer, as the case may be, shall make such adjustment in good faith and a commercially reasonable manner, and with reference to the effect of such event on Dealer assuming that Dealer maintains a commercially reasonable hedge position.
	Additional Acknowledgments:	Applicable


 


3. Calculation Agent: Dealer; provided
that following the occurrence of an Event of Default of the type described in Section 5(a)(vii) of the Agreement with respect to
which Dealer is the sole Defaulting Party, if the Calculation Agent fails to timely make any calculation, adjustment or determination
required to be made by the Calculation Agent hereunder or to perform any obligation of the Calculation Agent hereunder and such
failure continues for five (5) Exchange Business Days following notice to the Calculation Agent by Counterparty of such failure,
Counterparty shall have the right to designate a nationally recognized third-party dealer in over-the-counter corporate equity
derivatives to act, during the period commencing on the date such Event of Default occurred and ending on the Early Termination
Date with respect to such Event of Default, as the Calculation Agent.


 


All calculations and determinations made
by the Calculation Agent shall be made in good faith and in a commercially reasonable manner and, if such calculations or determinations
are made by reference to the effect on Dealer, assuming the Dealer maintains a commercially reasonable hedge position with respect
to the Transaction; provided that, upon receipt of written request from Counterparty, the Calculation Agent shall promptly
provide Counterparty with a written explanation describing in reasonable detail any calculation, adjustment or determination made
by it (including any quotations, market data or information from internal or external sources used in making such calculation,
adjustment or determination, as the case may be, but without disclosing Dealer's proprietary models or other information that may
be proprietary or subject to contractual, legal or regulatory obligations to not disclose such information), and shall use commercially
reasonable efforts to provide such written explanation within five (5) Exchange Business Days from the receipt of such request.


 






     


     


    

 


4. Account Details:


 


Dealer Payment Instructions:


 


Bank: [            ]


ABA No: [             ]


Acct No: [             ]





Beneficiary: [             ]


 


Counterparty Payment Instructions: To be advised


 


5. Offices:


 


The Office of Dealer for the Transaction is:


 


[           ]


 


The Office of Counterparty for the Transaction is:


 


Inapplicable, Counterparty is not a Multibranch Party.


 


6. Notices: For purposes of this
Confirmation:


 


(a) Address for notices or communications
to Counterparty:


 


EQT Corporation


625 Liberty Avenue, Suite 1700


Pittsburgh, Pennsylvania 15222


Attention:          Treasurer


Telephone:          (412) 553-7869


E-mail:                    DGreenblatt@eqt.com


 


With a copy to:


Attention:          Contract Administration


Telephone:          (412) 395-2635


E-mail:          
          Contracts@eqt.com


 


(b) Address for notices or communications
to Dealer:


 


[           ]


[            ]


[            ]


[            ]


Attn: [            ]


Telephone No.: [            ]


 


Email: [            ]


 


7. Representations, Warranties and Agreements:


 


(a) In addition to the representations and
warranties in the Agreement and those contained elsewhere herein, Counterparty represents and warrants to and for the benefit of,
and agrees with, Dealer as follows:


 


(i) On the Trade Date (A) none
of Counterparty and its officers and directors is aware of any material non-public information regarding Counterparty or the Shares,
and (B) all reports and other documents filed by Counterparty with the Securities and Exchange Commission pursuant to the Exchange
Act when considered as a whole (with the more recent such reports and documents deemed to amend inconsistent statements contained
in any earlier such reports and documents), do not contain any untrue statement of a material fact or any omission of a material
fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they
were made, not misleading .


 


(ii) On the Trade Date, (A)
the Shares or securities that are convertible into, or exchangeable or exercisable for Shares, are not, and shall not be,
subject to a “restricted period,” as such term is defined in Regulation M under the Exchange Act
(“Regulation M”), and (B) Counterparty shall not engage in any “distribution,” as such term is
defined in Regulation M, other than a distribution meeting the requirements of the exceptions set forth in Rules 101(b)(10)
and 102(b)(7) of Regulation M, until the second Scheduled Trading Day immediately following the Trade Date, engage in any
such distribution.


 






     


     


    

 


(iii) On the Trade Date, neither
Counterparty nor any “affiliated purchaser” (as defined in Rule 10b-18 of the Exchange Act) shall directly or indirectly
(including, without limitation, by means of any cash-settled or other derivative instrument) purchase, offer to purchase, place
any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or an equivalent
interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible
into or exchangeable or exercisable for Shares, except through Dealer.


 


(iv) Without limiting the generality
of Section 13.1 of the Equity Definitions, Counterparty acknowledges that neither Dealer nor any of its affiliates is making any
representations or warranties or taking any position or expressing any view with respect to the treatment of the Transaction under
any accounting standards including ASC Topic 260, Earnings Per Share, ASC Topic 815, Derivatives and Hedging, or
ASC Topic 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging – Contracts
in Entity’s Own Equity (or any successor issue statements).


 


(v) Without limiting the generality
of Section 3(a)(iii) of the Agreement, the Transaction will not violate Rule 13e-1 or Rule 13e-4 under the Exchange Act.


 


(vi) Prior to the Trade Date,
Counterparty shall deliver to Dealer a resolution of Counterparty's board of directors authorizing the Transaction.


 


(vii) Counterparty is not entering
into this Confirmation to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable
for Shares) or to manipulate the price of the Shares (or any security convertible into or exchangeable for Shares) or otherwise
in violation of the Exchange Act.


 


(viii) Counterparty is not, and
after giving effect to the transactions contemplated hereby will not be, required to register as, an “investment company”
as such term is defined in the Investment Company Act of 1940, as amended.


 


(ix) On and immediately after
each of the Trade Date and the Premium Payment Date, (A) the total assets of Counterparty would be less than the sum of its total
liabilities (as determined pursuant to Section 1551 of the Pennsylvania Business Corporation Law) plus the amount that would be
needed, if Counterparty were to be dissolved on the Trade Date or Premium Payment Date, as applicable, to satisfy the preferential
rights upon dissolution of any shareholders of Counterparty whose preferential rights are superior to those of Counterparty’s
common stockholders, (B) the capital of Counterparty is adequate to conduct the business of Counterparty, and Counterparty’s
entry into the Transaction and any substantially similar transaction entered into on the date hereof with an other dealer will
not impair its capital, (C) Counterparty has the ability to pay its debts as they become due in the usual course of its business
and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts become due in the
usual course of its business, (D) Counterparty is not “insolvent” (as such term is defined under Section 101(32) of
the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)) and (E) Counterparty
would be able to purchase the Number of Shares under the Transaction, and the number of shares under each substantially similar
transaction entered into on the date hereof with an other dealer, in each case in compliance with the laws of the jurisdiction
of Counterparty’s incorporation (including the requirements of Sections 1551 and 1552 of the Pennsylvania Business Corporation
Law).


 


(x) To Counterparty’s knowledge,
no U.S. state or local law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent,
registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity)
as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that no such representation
shall be made by Counterparty with respect to any rules and regulations applicable to Dealer (including FINRA) arising from Dealer’s
status as a regulated entity under applicable law.


 


(xi) Counterparty (A) is
capable of evaluating investment risks independently, both in general and with regard to all transactions and investment
strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of
any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing, (C) has total
assets of at least $50 million as of the date hereof.


 






     


     


    

 


(b) Each of Dealer and Counterparty agrees
and represents that it is an “eligible contract participant” as defined in Section 1a(18) of the U.S. Commodity Exchange
Act, as amended, and is entering into the Transaction as principal (and not as agent or in any other capacity, fiduciary or otherwise)
and not for the benefit of any third party.


 


(c) Each of Dealer and Counterparty acknowledges
that the offer and sale of the Transaction to it is intended to be exempt from registration under the Securities Act, by virtue
of Section 4(a)(2) thereof. Accordingly, Counterparty represents and warrants to Dealer that (i) it has the financial ability to
bear the economic risk of its investment in the Transaction and is able to bear a total loss of its investment and its investments
in and liabilities in respect of the Transaction, which it understands are not readily marketable, are not disproportionate to
its net worth, and it is able to bear any loss in connection with the Transaction, including the loss of its entire investment
in the Transaction, (ii) it is an “accredited investor” as that term is defined in Regulation D as promulgated under
the Securities Act, (iii) it is entering into the Transaction for its own account and without a view to the distribution or resale
thereof, (iv) the assignment, transfer or other disposition of the Transaction has not been and will not be registered under the
Securities Act and is restricted under this Confirmation, the Securities Act and state securities laws, and (v) its financial condition
is such that it has no need for liquidity with respect to its investment in the Transaction and no need to dispose of any portion
thereof to satisfy any existing or contemplated undertaking or indebtedness and is capable of assessing the merits of and understanding
(on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of
the Transaction.


 


(d) Each of Dealer and Counterparty agrees
and acknowledges that Dealer is a “financial institution,” “swap participant” and “financial participant”
within the meaning of Sections 101(22), 101(53C) and 101(22A) of the Bankruptcy Code. The parties hereto further agree and acknowledge
(A) that this Confirmation is (i) a “securities contract,” as such term is defined in Section 741(7) of the Bankruptcy
Code, with respect to which each payment and delivery hereunder or in connection herewith is a “termination value,”
 “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code
and a “settlement payment” within the meaning of Section 546 of the Bankruptcy Code, and (ii) a “swap agreement,”
as such term is defined in Section 101(53B) of the Bankruptcy Code, with respect to which each payment and delivery hereunder or
in connection herewith is a “termination value,” “payment amount” or “other transfer obligation”
within the meaning of Section 362 of the Bankruptcy Code and a “transfer” within the meaning of Section 546 of the
Bankruptcy Code, and (B) that Dealer is entitled to the protections afforded by, among other sections, Sections 362(b)(6), 362(b)(17),
362(b)(27), 362(o), 546(e), 546(g), 546(j), 548(d)(2), 555, 560 and 561 of the Bankruptcy Code.


 


(e) As a condition to the effectiveness
of the Transaction, Counterparty shall deliver to Dealer an opinion of counsel, dated as of the Effective Date, in substantially
the form attached hereto as Annex B.


 


(f) Counterparty understands that notwithstanding
any other relationship between Counterparty and Dealer and its affiliates, in connection with the Transaction and any other over-the-counter
derivative transactions between Counterparty and Dealer or its affiliates, Dealer or its affiliates is acting as principal and
is not a fiduciary or advisor in respect of any such transaction, including any entry, exercise, amendment, unwind or termination
thereof.


 


(g) Each party acknowledges and agrees to
be bound by the Conduct Rules of the Financial Industry Regulatory Authority, Inc. applicable to transactions in options, and further
agrees not to violate the position and exercise limits set forth therein.


 


(h) Counterparty represents and warrants
that it has received, read and understands the OTC Options Risk Disclosure Statement and a copy of the most recent disclosure pamphlet
prepared by The Options Clearing Corporation entitled “Characteristics and Risks of Standardized
Options”.


 






     


     


    

 


(i) Counterparty
acknowledges that the Transaction may constitute a purchase of its equity securities or a capital distribution. Counterparty
further acknowledges that, pursuant to the provisions of the Coronavirus Aid, Relief and Economic Security Act (the
 “CARES Act”), Counterparty will be required to agree to certain time-bound restrictions on its ability to
purchase its equity securities or make capital distributions if it receives loans, loan guarantees or direct loans (as that
term is defined in the CARES Act) under section 4003(b) of the CARES Act. Counterparty further acknowledges that it may be
required to agree to certain time-bound restrictions on its ability to purchase its equity securities or make capital
distributions if it receives loans, loan guarantees or direct loans (as that term is defined in the CARES Act) under programs
or facilities established by the Board of Governors of the Federal Reserve System or the U.S. Department of Treasury for the
purpose of providing liquidity to the financial system, and may be required to agree to similar restrictions under
programs or facilities established in the future. Accordingly, Counterparty represents and warrants that it has not applied,
and shall not until after the first date on which no portion of this Transaction remains outstanding following any final
exercise and settlement, cancellation or early termination of this Transaction, apply, for a loan, loan guarantee, direct
loan (as that term is defined in the CARES Act) or other investment, or to receive any financial assistance or relief
(howsoever defined) under any program or facility (collectively “Financial Assistance”) that (a) is
established under applicable law (whether in existence as of the Trade Date or subsequently enacted, adopted or amended),
including without limitation the CARES Act and the Federal Reserve Act, as amended, and (b) (i) requires under applicable law
(or any regulation, guidance, interpretation or other pronouncement of a governmental authority with jurisdiction for such
program or facility) as a condition of such Financial Assistance, that the Counterparty agree, attest, certify or warrant
that it has not, as of the date specified in such condition, repurchased, or will not repurchase, any equity security of
Counterparty, and that it has not, as of the date specified in the condition, made a capital distribution or will make a
capital distribution, or (ii) where the terms of this Transaction would cause Counterparty under any circumstances to fail to
satisfy any condition for application for or receipt or retention of the Financial Assistance (collectively
 “Restricted Financial Assistance”); provided, that Counterparty may apply for Restricted Financial
Assistance if (x) Counterparty delivers to Dealer either (a) a written opinion of counsel reasonably satisfactory to the
Dealer to the effect that the terms of this Transaction would not cause Counterparty to fail to satisfy any condition for
application for or receipt or retention of such Restricted Financial Assistance based on the terms of the program or facility
as of the date of such opinion or (b) evidence of a waiver from a governmental authority with jurisdiction for such program
or facility with respect to this Transaction (either by specific reference to this Transaction or by general reference to
transactions with the attributes of this Transaction in all relevant respects) on the basis of which Dealer consents to
Counterparty’s application for such Restricted Financial Assistance (such consent not to be unreasonably withheld or
delayed).


 


8. Other Provisions:


 


(a) Right to Extend. Dealer may divide
any Component into additional Components and designate the Expiration Date and the Number of Options for each such Component if
Dealer determines, in good faith and a commercially reasonable manner, that such further division is necessary or advisable to
preserve Dealer’s commercially reasonable hedging or hedge unwind activity hereunder in light of existing liquidity conditions
or to enable Dealer to effect transactions with respect to Shares in connection with its commercially reasonable hedging, hedge
unwind or settlement activity hereunder in a manner that would, if Dealer were Counterparty or an affiliated purchaser of Counterparty,
be compliant and consistent with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures
(provided that such requirements, policies and procedures relate to regulatory issues and are, generally applicable in similar
situations and are applied in a consistent manner to similar transactions); provided that in no event shall any Expiration
Date for any Component be postponed to a date later than the Final Termination Date.


 


(b) Additional Termination
Events. Promptly (but in any event within ten Scheduled Trading Days) following any repurchase or conversion of any of
the Counterparty’s 1.75% Convertible Senior Notes due 2026 (the “Convertible Notes”) issued pursuant
to the Counterparty’s indenture (the “Indenture”) to be dated April 28, 2020 between the
Counterparty and The Bank of New York Mellon, as trustee, Counterparty may notify Dealer in writing of such repurchase or
conversion and the number of Convertible Notes so repurchased or converted (any such notice, a “Repurchase
Notice” and any such event, a “Repurchase Event”) [; provided that any “Repurchase
Notice” delivered to Dealer pursuant to the Base Capped Call Transaction Confirmation letter agreement dated April
[__], 2020 between Dealer and Counterparty (the “Base Call Option Confirmation”) shall be deemed to be a
Repurchase Notification pursuant to this Confirmation and the terms of such Repurchase Notice shall apply, mutatis
mutandis, to this Confirmation]6. Notwithstanding anything to the contrary in this Confirmation, the receipt
by Dealer from Counterparty of (x) any Repurchase Notice, within the applicable time period set forth in the preceding
sentence, and (y) a written representation and warranty by Counterparty that, as of the date of such Repurchase Notice,
Counterparty is not in possession of any material non-public information regarding Counterparty or the Shares, shall
constitute an Additional Termination Event as provided in this paragraph. Upon receipt of any such Repurchase Notice and the
related written representation and warranty, Dealer shall promptly designate an Exchange Business Day following receipt of
such Repurchase Notice as an Early Termination Date with respect to the portion of this Transaction corresponding to a number
of Options (the “Repurchase Options”) equal to the lesser of (A) [(x)] the number of Shares underlying the
Convertible Notes applicable to the Transaction that is specified in such Repurchase Notice (determined, for the avoidance of
doubt, without giving effect to any increase in the Conversion Rate (as defined in the Indenture) as a result of Section
14.03 or 14.04(h) of the Indenture) [minus (y) the number of Repurchase Options (as defined in the Base Call Option
Confirmation), if any, that relate to such Convertible Notes (and for purposes of determining whether any Options under this
Confirmation or under the Base Call Option Transaction Confirmation will be among the Repurchase Options hereunder or under,
and as defined in, the Base Call Option Transaction Confirmation, the Convertible Notes specified in such Repurchase Notice
shall be allocated first to the Base Call Option Transaction Confirmation until all Options thereunder are exercised or
terminated)]7 and (B) the Number of Options as of the date Dealer designates such Early Termination Date and, as
of such date, the Number of Options shall be reduced by the number of Repurchase Options. Any payment hereunder with respect
to such termination shall be calculated pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been
designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the number
of Repurchase Options, (2) Counterparty were the sole Affected Party with respect to such Additional Termination Event and
(3) the terminated portion of the Transaction were the sole Affected Transaction.


 





 






6 Include in the Additional Call Option Transaction
confirmation only.


7 Include in the Additional Call Option Transaction
confirmation only.


 






     


     


    

 


(c) Alternative Calculations and Payment
on Early Termination and on Certain Extraordinary Events. If (a) an Early Termination Date (whether as a result of an Event
of Default or a Termination Event) occurs or is designated with respect to the Transaction or (b) the Transaction is cancelled
or terminated upon the occurrence of an Extraordinary Event (except as a result of (i) a Nationalization, Insolvency or Merger
Event in which the consideration to be paid to holders of Shares consists solely of cash, (ii) a Merger Event or Tender Offer that
is within Counterparty's control, or (iii) an Event of Default in which Counterparty is the Defaulting Party or a Termination Event
in which Counterparty is the Affected Party, which Event of Default or Termination Event resulted from an event or events within
the Counterparty's control), and if Dealer would owe any amount to Counterparty pursuant to Section 6(d)(ii) and 6(e) of the Agreement
or any Cancellation Amount pursuant to Article 12 of the Equity Definitions (any such amount, a “Payment Obligation”),
then Dealer shall satisfy the Payment Obligation by the Share Termination Alternative (as defined below) unless (a) Counterparty
gives irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, no later than 12:00 p.m.
(New York City time) on the Merger Date, Tender Offer Date, Announcement Date (in the case of a Nationalization, Insolvency or
Delisting), Early Termination Date or date of cancellation, as applicable, of its election that the Share Termination Alternative
shall not apply, (b) as of the date of such election, Counterparty represents that is not in possession of any material non-public
information regarding Counterparty or the Shares, and that such election is being made in good faith and not as part of a plan
or scheme to evade compliance with the federal securities laws, and (c) Dealer agrees, in its sole discretion, to such election,
in which case the provisions of Section 12.7 or Section 12.9 of the Equity Definitions, or the provisions of Section 6(d)(ii) and
6(e) of the Agreement, as the case may be, shall apply.


 


 


	Share Termination Alternative:	If applicable, Dealer shall deliver to Counterparty the Share Termination Delivery Property on, or within a commercially reasonable period of time after, the date when the relevant Payment Obligation would otherwise be due pursuant to Section 12.7 or 12.9 of the Equity Definitions or Section 6(d)(ii) and 6(e) of the Agreement, as applicable, in satisfaction of such Payment Obligation in the manner reasonably requested by Counterparty free of payment.
	Share Termination Delivery Property:	A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery Property by replacing any fractional portion of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share Termination Unit Price.
	Share Termination Unit Price:	The value of property contained in one Share Termination Delivery Unit, as determined by the Calculation Agent in its discretion by commercially reasonable means and notified by the Calculation Agent to Dealer at the time of notification of the Payment Obligation. For the avoidance of doubt, the parties agree that in determining the Share Termination Delivery Unit Price the Calculation Agent may consider the market price of the Share Termination Delivery Units and/or the purchase price paid in connection with the commercially reasonable purchase of Share Termination Delivery Property.
	Share Termination Delivery Unit:	One Share or, if the Shares have changed into cash or any other property or the right to receive cash or any other property as the result of a Nationalization, Insolvency or Merger Event (any such cash or other property, the “Exchange Property”), a unit consisting of the type and amount of such Exchange Property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Nationalization, Insolvency or Merger Event, as determined by the Calculation Agent.



 






     


     


    

 


	Failure to Deliver:	Applicable
	Other Applicable Provisions:	If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9 and 9.11 (as modified above) of the Equity Definitions and the provisions set forth opposite the caption “Representation and Agreement” in Section 2 will be applicable, except that all references in such provisions to “Physically-settled” shall be read as references to “Share Termination Settled” and all references to “Shares” shall be read as references to “Share Termination Delivery Units”. “Share Termination Settled” in relation to the Transaction means that the Share Termination Alternative is applicable to the Transaction.


(d) Disposition of Hedge Shares.
Counterparty hereby agrees that if, in the good faith reasonable judgment of Dealer, based on the advice of legal counsel, the
Shares acquired by Dealer for the purpose of hedging its obligations pursuant to the Transaction (the “Hedge Shares”)
cannot be sold in the U.S. public market by Dealer without registration under the Securities Act, Counterparty shall, at its election:
(i) in order to allow Dealer to sell the Hedge Shares in a registered offering, use its commercially reasonable efforts to make
available to Dealer an effective registration statement under the Securities Act to cover the resale of such Hedge Shares and (A)
enter into an agreement, in form and substance reasonably satisfactory to Dealer, substantially in the form of an underwriting
agreement for a registered offering for companies of a similar size in a similar industry, (B) provide accountant's “comfort”
letters in customary form for registered offerings of equity securities for companies of a similar size in a similar industry,
(C) provide disclosure opinions of nationally recognized outside counsel to Counterparty in customary form for registered offerings
of equity securities for companies of a similar size in a similar industry, (D) provide other customary opinions, certificates
and closing documents customary in form for registered offerings of equity securities for companies of a similar size in a similar
industry and (E) afford Dealer a reasonable opportunity to conduct a “due diligence” investigation with respect to
Counterparty customary in scope for underwritten offerings of equity securities for companies of a similar size in a similar industry;
provided, however, that if Counterparty elects clause (i) above but Dealer, in its commercially reasonable discretion, is
not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation
for the registered offering referred to above, then clause (ii) or clause (iii) of this Section 8(d) shall apply at the election
of Counterparty; (ii) in order to allow Dealer to sell the Hedge Shares in a private placement, enter into a private placement
agreement substantially similar to private placement purchase agreements customary for private placements of equity securities
of companies of a similar size in a similar industry, in form and substance commercially reasonably satisfactory to Dealer using
best efforts to include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities
to Dealer, due diligence rights (for Dealer or any designated buyer of the Hedge Shares from Dealer), opinions and certificates
and such other documentation as is customary for private placements agreements of equity securities of companies of a similar size
in a similar industry, as is reasonably acceptable to Dealer (in which case, the Calculation Agent shall make any adjustments to
the terms of the Transaction that are necessary, in its good faith and commercially reasonable judgment, to compensate Dealer for
any customary liquidity discount from the public market price of the Shares incurred on the sale of Hedge Shares in a private placement);
or (iii) purchase the Hedge Shares from Dealer at the Relevant Price on such Exchange Business Days, and in the amounts, requested
by Dealer.


 






     


     


    

 


(e) Repurchase Notices.
Counterparty shall, at least one Scheduled Valid Day prior to any day on which Counterparty intends to effect any repurchase
of Shares, give Dealer written notice of such repurchase (a “Repurchase Notice”) on such day if, following
such repurchase, the Notice Percentage would reasonably be expected to be (i) greater than 6.99% and (ii) greater by 0.5%
than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such
Repurchase Notice, greater than the Notice Percentage as of the date hereof). The “Notice Percentage” as
of any day is the fraction, expressed as a percentage, the numerator of which is the aggregate Number of Shares for all
Components hereunder, plus the aggregate number of Shares underlying any other call options sold by Dealer to
Counterparty, and the denominator of which is the number of Shares outstanding on such day. In the event that Counterparty
fails to provide Dealer with a Repurchase Notice on the day and in the manner specified in this Section 8(e) then
Counterparty agrees to indemnify and hold harmless Dealer, its affiliates and their respective directors, officers,
employees, agents and controlling persons (Dealer and each such person being an “Indemnified Party”) from
and against any and all losses (including losses relating to the Dealer’s commercially reasonable hedging activities as
a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any
forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to
the Transaction), claims, damages and liabilities (or actions in respect thereof), joint or several, to which such
Indemnified Party may become subject under applicable securities laws, including without limitation, Section 16 of the
Exchange Act or under any U.S. state or federal law, regulation or regulatory order, in each case relating to or arising out
of such failure. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to
hold harmless any Indemnified Party, then Counterparty shall contribute, to the maximum extent permitted by law, to the
amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. In addition,
Counterparty will reimburse any Indemnified Party for all reasonable expenses (including reasonable counsel fees and
expenses) as they are incurred (after notice to Counterparty) in connection with the investigation of, preparation for or
defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not
such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought
by or on behalf of Counterparty, in each case relating to or arising out of such failure. This indemnity shall survive the
completion of the Transaction contemplated by this Confirmation and any assignment and delegation of the Transaction made
pursuant to this Confirmation or the Agreement shall inure to the benefit of any permitted assignee of Dealer. Counterparty
will not be liable under this indemnity provision to the extent any loss, claim, damage, liability or expense is found in a
final judgment by a court to have resulted from Dealer’s gross negligence or willful misconduct.


 


(f) Transfer and Assignment.
Either party may transfer or assign any of its rights or obligations under the Transaction with the prior written consent of
the non-transferring party, such consent not to be unreasonably withheld or delayed; provided that Dealer may transfer
or assign without any consent of Counterparty its rights and obligations hereunder, in whole or in part, to (A) any affiliate
of Dealer whose obligations would be guaranteed by [Dealer] [Dealer Parent]8 or
(B) any person (including any affiliate of Dealer whose obligations are not guaranteed in the manner described in clause (A))
or any person whose obligations would be guaranteed by a person (a “Designated Transferee”), in either
case under this clause (B), with a rating for its long-term, unsecured and unsubordinated indebtedness at least equivalent to
Dealer's (or its guarantor's), provided however that, in the case of this clause (B), in no event shall the credit
rating of the Designated Transferee or of its guarantor (whichever is higher) be lower than A3 from Moody's Investor Service,
Inc. or its successor or A- from Standard and Poor's Rating Group, Inc. or its successor and in the case of clause (A) or (B)
any transfer or assignment effected by Dealer shall not result in a deemed exchange from Counterparty’s perspective
within the meaning of Section 1001 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”); provided
further that (i) Dealer will notify Counterparty in writing prior to any proposed transfer or assignment to a Designated
Transferee, (ii) Counterparty shall not, as a result of such transfer or assignment, (x) receive from the transferee or
assignee on any payment or delivery date any payment or delivery less than an amount that Counterparty would have been
entitled to receive from Dealer in the absence of such transfer or assignment or (y) be required to pay the transferee or
assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Counterparty
would have been required to pay Dealer in the absence of such transfer or assignment, and (iii) the transferee or assignee
shall provide Counterparty with a complete and accurate U.S. Internal Revenue Service Form W-9 or W-8 (as applicable) prior
to becoming a party to the Transaction. If at any time at which (1) the Equity Percentage exceeds 8.0% or (2) Dealer, Dealer
Group (as defined below) or any person whose ownership position would be aggregated with that of Dealer or Dealer Group
(Dealer, Dealer Group or any such person, a “Dealer Person”) under Chapter 25 of the Pennsylvania Business
Corporation Law or other federal, state or local law, rule, regulation or regulatory order or organizational documents or
contracts of Counterparty applicable to ownership of Shares (“Applicable Restrictions”), owns,
beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of
ownership in excess of a number of Shares equal to (x) the number of Shares that would give rise to reporting, registration,
filing or notification obligations or other requirements (including obtaining prior approval by a state or federal regulator)
of a Dealer Person under Applicable Restrictions and with respect to which such requirements have not been met or the
relevant approval has not been received minus (y) 1% of the number of Shares outstanding on the date of determination
(either such condition described in clause (1) or (2), an “Excess Ownership Position”), if Dealer, in its
reasonable discretion, is unable to effect a transfer or assignment to a third party in accordance with the requirements set
forth above after its commercially reasonable efforts on pricing and terms and within a time period reasonably acceptable to
Dealer such that an Excess Ownership Position no longer exists, Dealer may designate any Scheduled Valid Day as an Early
Termination Date with respect to a portion (the “Terminated Portion”) of the Transaction, such that an
Excess Ownership Position no longer exists following such partial termination. In the event that Dealer so designates an
Early Termination Date with respect to a portion of the Transaction, a payment or delivery shall be made pursuant to Section
6 of the Agreement and Section 8(c) of this Confirmation as if (i) an Early Termination Date had been designated in respect
of a Transaction having terms identical to the Terminated Portion of the Transaction, (ii) Counterparty were the sole
Affected Party with respect to such partial termination, (iii) such portion of the Transaction were the only Terminated
Transaction and (iv) Dealer were the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the
Agreement and to determine the amount payable pursuant to Section 6(e) of the Agreement. The “Equity
Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of
Shares that Dealer and any of its affiliates subject to aggregation with Dealer for purposes of the “beneficial
ownership” test under Section 13 of the Exchange Act and all persons who may form a “group” (within the
meaning of Rule 13d-5(b)(1) under the Exchange Act) with Dealer (collectively, “Dealer Group”)
 “beneficially own” (within the meaning of Section 13 of the Exchange Act) without duplication on such day and (B)
the denominator of which is the number of Shares outstanding on such day.


 





 



8 Include as applicable.


 






     


     


    

 


In the case of a transfer or assignment
by Counterparty of its rights and obligations hereunder and under the Agreement, in whole or in part (any such Options so transferred
or assigned, the “Transfer Options”), to any party, withholding of such consent by Dealer shall not be considered
unreasonable if such transfer or assignment does not meet the reasonable conditions that Dealer may impose including, but not limited,
to the following conditions:


 


(A) With respect to any Transfer
Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 8(e) or any obligations
under Section 2 (regarding Extraordinary Events) or 8(d) of this Confirmation;


 


(B) Any Transfer Options shall
only be transferred or assigned to a third party that is a U.S. person (as defined in Section 7701(a)(30) of the Code);


 


(C) Such transfer or assignment
shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, undertakings
with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose
Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of customary legal opinions
with respect to securities laws and other matters by such third party and Counterparty as are reasonably requested and reasonably
satisfactory to Dealer;


 


(D) Dealer will not, as a result
of such transfer and assignment, be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the
Agreement greater than an amount that Dealer would have been required to pay to Counterparty in the absence of such transfer and
assignment;


 


(E) An Event of Default, Potential
Event of Default or Termination Event will not occur as a result of such transfer and assignment;


 


(F) Without limiting the generality
of clause (B), Counterparty shall have caused the transferee to make such Payee Tax Representations and to provide such tax documentation
as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses (D) and (E) will not occur
upon or after such transfer and assignment; and


 


(G) Counterparty shall be responsible
for all reasonable costs and expenses, including reasonable counsel fees, incurred by Dealer in connection with such transfer or
assignment.


 


(g) Staggered Settlement. If Dealer
determines reasonably and in good faith based on the reasonable advice of counsel that the number of Shares required to be delivered
to Counterparty hereunder on any Settlement Date would result in an Excess Ownership Position, then Dealer may, by notice to Counterparty
prior to such Settlement Date (a “Nominal Settlement Date”), elect to deliver any Shares due to be delivered
on two or more dates (each, a “Staggered Settlement Date”) or at two or more times on the Nominal Settlement
Date as follows:


 


(i) in such notice, Dealer will
specify to Counterparty the related Staggered Settlement Dates (each of which will be on or prior to the 20th Exchange
Business Day after such Nominal Settlement Date) or delivery times and how it will allocate the Shares it is required to deliver
under “Delivery Obligation” (above) among the Staggered Settlement Dates or delivery times; and


 






     


     


    

 





(ii) the aggregate number of
Shares that Dealer will deliver to Counterparty hereunder on all such Staggered Settlement Dates and delivery times will equal
the number of Shares that Dealer would otherwise be required to deliver on such Nominal Settlement Date; provided that in
no event shall any Staggered Settlement Date be a date later than the Final Termination Date.


 


(h) Disclosure. Effective from the
date of commencement of discussions concerning the Transaction, Counterparty and each of its employees, representatives, or other
agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transaction
and all materials of any kind (including opinions or other tax analyses) that are provided to Counterparty relating to such tax
treatment and tax structure.


 


(i) No Netting and Set-off. The provisions
of Sections 2(c) and 6(f) of the Agreement shall not apply to the Transaction. Each party waives any and all rights it may have
to set-off delivery or payment obligations it owes to the other party under the Transaction against any delivery or payment obligations
owed to it by the other party, whether arising under the Agreement, under any other agreement between parties hereto, by operation
of law or otherwise.


 


(j) Equity Rights. Dealer acknowledges
and agrees that this Confirmation is not intended to convey to it rights with respect to the Transaction that are senior to the
claims of common stockholders in the event of Counterparty's bankruptcy. For the avoidance of doubt, the parties agree that the
preceding sentence shall not apply at any time other than during Counterparty's bankruptcy to any claim arising as a result of
a breach by Counterparty of any of its obligations under this Confirmation or the Agreement. For the avoidance of doubt, the parties
acknowledge that the obligations of Counterparty under this Confirmation are not secured by any collateral that would otherwise
secure the obligations of Counterparty herein under or pursuant to any other agreement.


 


(k) Early Unwind. In the event the
sale of the [Convertible Securities][Additional Securities] (as defined in the Purchase Agreement, dated as of April 23, 2020, among J.P. Morgan Securities
LLC, Barclays Capital Inc. and Credit Suisse Securities (USA) LLC, as representatives of the several initial purchasers party thereto,
and Counterparty (the “Purchase Agreement”)) is not consummated pursuant to the Purchase Agreement for any reason
by the close of business in New York on April 28, 2020 (or such later date as agreed upon by the parties which in no event shall
be later than the second Scheduled Valid Day following April 28, 2020) (such date or such later date as agreed upon being the “Accelerated
Unwind Date”), the Transaction shall automatically terminate on the Accelerated Unwind Date and (i) the Transaction
and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated
and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the
other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection
with the Transaction either prior to or after the Accelerated Unwind Date.


 


(l) Illegality. The parties agree
that, for the avoidance of doubt, for purposes of Section 5(b)(i) of the Agreement, “any applicable law” shall include
the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, any rules and regulations promulgated thereunder and any
similar law or regulation, without regard to Section 739 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date,
and the consequences specified in the Agreement, including without limitation, the consequences specified in Section 6 of the Agreement,
shall apply to any Illegality arising from any such act, rule or regulation.


 


(m) Amendments to Equity Definitions
and the Agreement. The following amendments shall be made to the Equity Definitions:


 


(i) solely for purposes of applying
the Equity Definitions and for purposes of this Confirmation, any reference in the Equity Definitions to a Strike Price shall be
deemed to be a reference to either of the Strike Price or the Cap Price, or both, as appropriate;


 






     


     


    

 


(ii) for the purpose of any
adjustment under Section 11.2(c) of the Equity Definitions, the first sentence of Section 11.2(c) of the Equity Definitions,
prior to clause (A) thereof, is hereby amended to read as follows: “(c) If “Calculation Agent Adjustment”
is specified as the Method of Adjustment in the related Confirmation of a Share Option Transaction, then following the
announcement or occurrence of any Potential Adjustment Event, the Calculation Agent will determine whether such Potential
Adjustment Event has, in the commercially reasonable judgment of the Calculation Agent, a material economic effect on the
theoretical value of the relevant Shares or options on the Shares (provided that such event is not based on (x) an observable
market, other than the market for Counterparty’s own stock or (y) an observable index, other than an index calculated
measured solely by reference to Counterparty’s own operations) and, if so, will (i) make appropriate adjustment(s), if
any, determined in a commercially reasonable manner, to any one or more of:” and, the portion of such sentence
immediately preceding clause (ii) thereof is hereby amended by deleting the words “diluting or concentrative” and
the words “(provided that no adjustments will be made to account solely for changes in volatility, expected dividends,
stock loan rate or liquidity relative to the relevant Shares)” and replacing such latter phrase with the words
 “(provided that, solely in the case of Sections 11.2(e)(i), (ii)(A) and (iv), no adjustments will be made to account
solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the relevant Shares but, for
the avoidance of doubt, solely in the case of Sections 11.2(e)(ii)(B) through (D), (iii), (v), (vi) and (vii) adjustments may
be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to the
relevant Shares)”;


 


(iii) Section 11.2(a) of the
Equity Definitions is hereby amended by (1) deleting the words “in the determination of the Calculation Agent, a diluting
or concentrative effect” and replacing these words with “in the commercially reasonable judgment of the Calculation
Agent, a material economic effect”; and (2) adding at the end thereof “; provided that such event is not based
on (i) an observable market, other than the market for Counterpart’s own stock or (ii) an observable index, other than an
index calculated measured solely by reference to Counterparty’s own operations”;


 


(iv) Section 11.2(e)(vii) of
the Equity Definitions is hereby amended and restated as follows: “any other corporate event of the Issuer that in the commercially
reasonable judgment of the Calculation Agent has a material economic effect on the theoretical value of the Shares or options of
the Shares; provided that such corporate event of the Issuer is not based on (a) an observable market, other than the market for
Counterparty’s own stock or (b) an observable index, other than an index calculated measured solely by reference to Counterparty’s
own operations”;


 


(v) Section 12.7(b) of the Equity
Definitions is hereby amended by deleting the words “(and in any event within five Exchange Business Days) by the parties
after” appearing after the words “agreed promptly” and replacing with the words “by the parties on or prior
to”;


 


(vi) Section 12.9(b)(i) of the
Equity Definitions is hereby amended by replacing “either party may elect” with “Dealer may elect or, if Counterparty
represents to Dealer in writing at the time of such election that (i) it is not aware of any material nonpublic information with
respect to Counterparty or the Shares and (ii) it is not making such election as part of a plan or scheme to evade compliance with
the U.S. federal securities laws, Counterparty may elect”; and


 


(vii) Section 2(a)(iii) of the
Agreement is hereby amended by deleting the words “or Potential Event of Default” in clause (1) of such Section and
deleting the word “and” immediately before subsection (3) and deleting clause “(3)” in its entirety.


 


(n) Governing Law. THE AGREEMENT,
THIS CONFIRMATION AND ALL MATTERS ARISING IN CONNECTION WITH THE AGREEMENT AND THIS CONFIRMATION SHALL BE GOVERNED BY, AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO ITS CHOICE OF LAW DOCTRINE, OTHER THAN
TITLE 14 OF THE NEW YORK GENERAL OBLIGATIONS LAW). THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL
AND STATE COURTS LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING
TO THE AGREEMENT, THIS CONFIRMATION OR ANY TRANSACTIONS CONTEMPLATED HEREBY.


 


(o) Adjustments. For the avoidance
of doubt, whenever the Calculation Agent or Determining Party is called upon to make an adjustment pursuant to the terms of this
Confirmation or the Equity Definitions to take into account the effect of an event, the Calculation Agent or Determining Party
shall make such adjustment by reference to the effect of such event on the Hedging Party, assuming that the Hedging Party maintains
a commercially reasonable hedge position.


 






     


     


    

 


(p) Delivery or Receipt of
Cash. For the avoidance of doubt, other than payment of the Premium by Counterparty, nothing in this Confirmation shall
be interpreted as requiring Counterparty to cash settle the Transaction, except in circumstances where cash settlement is
within Counterparty’s control (including, without limitation, where Counterparty elects to deliver or receive cash) or
in those circumstances in which holders of Shares would also receive cash.


 


(q) Waiver of Jury Trial; Exclusive Jurisdiction.


 


(i) EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT, THIS
CONFIRMATION OR ANY TRANSACTIONS CONTEMPLATED HEREBY.


 


(ii) Section 13(b) of the Agreement
is deleted in its entirety and replaced by the following:


 


“Each party hereby irrevocably
and unconditionally submits for itself and its property in any suit, legal action or proceeding relating to this Confirmation or
the Agreement, or for recognition and enforcement of any judgment in respect thereof (each, “Proceedings”),
to the exclusive jurisdiction of the Supreme Court of the State of New York, sitting in New York County, the courts of the United
States of America for the Southern District of New York and appellate courts from any thereof. Nothing in this Confirmation or
the Agreement precludes either party from bringing Proceedings in any other jurisdiction if (A) the courts of the State of New
York or the United States of America for the Southern District of New York lack jurisdiction over the parties or the subject matter
of the Proceedings or decline to accept the Proceedings on the grounds of lacking such jurisdiction; (B) the Proceedings are commenced
by a party for the purpose of enforcing against the other party’s property, assets or estate any decision or judgment rendered
by any court in which Proceedings may be brought as provided hereunder; (C) the Proceedings are commenced to appeal any such court’s
decision or judgment to any higher court with competent appellate jurisdiction over that court’s decisions or judgments if
that higher court is located outside the State of New York or Borough of Manhattan, such as a federal court of appeals or the U.S.
Supreme Court; or (D) any suit, action or proceeding has been commenced in another jurisdiction by or against the other party or
against its property, assets or estate and, in order to exercise or protect its rights, interests or remedies under this Confirmation
or the Agreement, the party (1) joins, files a claim, or takes any other action, in any such suit, action or proceeding, or (2)
otherwise commences any Proceeding in that other jurisdiction as the result of that other suit, action or proceeding having commenced
in that other jurisdiction.”


 


(r) Amendment. This Confirmation
and the Agreement may not be modified, amended or supplemented, except in a written instrument signed by Counterparty and Dealer.


 


(s) Counterparts. This Confirmation
may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one
and the same instrument.


 


(t) Tax
Matters. 


 


(i) Payee Representations.


 


For the purpose of Section 3(f)
of the Agreement, Counterparty makes the following representation to Dealer:


 


Counterparty is a corporation, a U.S.
person (as that term is defined in Section 7701(a)(30) of the Code and used in Section 1.1441-4(a)(3)(ii) of the Treasury Regulations)
and an exempt recipient under Section 1.6049-4(c)(1)(ii) of the Treasury Regulations, each for U.S. federal income tax purposes.


 


For the purpose of Section 3(f)
of the Agreement, Dealer makes the following representations to Counterparty:


 


[Dealer is a U.S. person (as that
term is defined in Section 7701(a)(30) and used in Section 1.1441-4(a)(3)(ii) of the Treasury Regulations) and an exempt recipient
under Section 1.6049-4(c)(1)(ii) of the Treasury Regulations for U.S. federal income tax purposes.]


 


[(i) Dealer is a “foreign
person” (as that term is used in Section 1.6041-4(a)(4) of the United States Treasury Regulations) for U.S. federal income
tax purposes.


 






     


     


    

 





(ii) In respect of each Transaction
it enters into through an office or discretionary agent in the United States, each payment received or to be received by it under
such Transaction will be effectively connected with its conduct of a trade or business in the United States.


 


(iii) In respect to all Transactions
other than those described in (ii) above, no such payment received or to be received by it in connection with such Transaction
will be effectively connected with its conduct of a trade or business in the United States.]9


 


(ii) Tax Documentation.
For the purpose of Sections 4(a)(i) and (ii) of the Agreement, Counterparty agrees to deliver to Dealer one duly executed and completed
United States Internal Revenue Service Form W-9 (or successor thereto) and Dealer agrees to deliver to Counterparty, as applicable,
a U.S. Internal Revenue Service Form W-8 or Form W-9 (or successor thereto). Such forms or documents shall be delivered upon (i)
execution of this Confirmation, (ii) Counterparty or Dealer, as applicable, learning that any such tax form previously provided
by it has become obsolete or incorrect, and (iii) reasonable request of the other party.


 


(u) Withholding Tax imposed on payments
to non-US counterparties under the United States Foreign Account Tax Compliance Act. “Indemnifiable
Tax”, as defined in Section 14 of the Agreement, shall not include any U.S. federal withholding tax imposed or collected
pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any
agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted
pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a
 "FATCA Withholding Tax"). For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding
of which is required by applicable law for the purposes of Section 2(d) of the Agreement.


 


(v) [U.S. QFC Stay Rules.]10
The parties agree that (i) to the extent that prior to the date hereof both parties have adhered to the 2018 ISDA
U.S. Resolution Stay Protocol (the “Protocol”), the terms of the Protocol are incorporated into and form a
part of this Confirmation, and for such purposes this Confirmation shall be deemed a Protocol Covered Agreement and each party
shall be deemed to have the same status as Regulated Entity and/or Adhering Party as applicable to it under the Protocol; (ii)
to the extent that prior to the date hereof the parties have executed a separate agreement the effect of which is to amend the
qualified financial contracts between them to conform with the requirements of the QFC Stay Rules (the “Bilateral Agreement”),
the terms of the Bilateral Agreement are incorporated into and form a part of this Confirmation and each party shall be deemed
to have the status of “Covered Entity” or “Counterparty Entity” (or other similar term) as applicable
to it under the Bilateral Agreement; or (iii) if clause (i) and clause (ii) do not apply, the terms of Section 1 and Section 2
and the related defined terms (together, the “Bilateral Terms”) of the form of bilateral template entitled
 “Full-Length Omnibus (for use between U.S. G-SIBs and Corporate Groups)” published by ISDA on November 2, 2018 (currently
available on the 2018 ISDA U.S. Resolution Stay Protocol page at www.isda.org and, a copy of which is available upon request),
the effect of which is to amend the qualified financial contracts between the parties thereto to conform with the requirements
of the QFC Stay Rules, are hereby incorporated into and form a part of this Confirmation, and for such purposes this Confirmation
shall be deemed a “Covered Agreement,” Dealer shall be deemed a “Covered Entity” and Counterparty shall
be deemed a “Counterparty Entity.” In the event that, after the date of this Confirmation, both parties hereto become
adhering parties to the Protocol, the terms of the Protocol will replace the terms of this paragraph. In the event of any inconsistencies
between this Confirmation and the terms of the Protocol, the Bilateral Agreement or the Bilateral Terms (each, the “QFC
Stay Terms”), as applicable, the QFC Stay Terms will govern. Terms used in this paragraph without definition
shall have the meanings assigned to them under the QFC Stay Rules. For purposes of this paragraph, references to “this Confirmation”
include any related credit enhancements entered into between the parties or provided by one to the other.


 





 



9
Include appropriate Payee Representation for Dealer.


10
Include appropriate Resolution Stay provisions for Dealer.


 






     


     


    

 


“QFC Stay Rules”
means the regulations codified at 12 C.F.R. 252.2, 252.81–8, 12 C.F.R. 382.1-7 and 12 C.F.R. 47.1-8, which, subject to
limited exceptions, require an express recognition of the stay-and-transfer powers of the FDIC under the Federal Deposit
Insurance Act and the Orderly Liquidation Authority under Title II of the Dodd Frank Wall Street Reform and Consumer
Protection Act and the override of default rights related directly or indirectly to the entry of an affiliate into certain
insolvency proceedings and any restrictions on the transfer of any covered affiliate credit enhancements.


 


(w) [Role of Agent]. Insert Dealer
Agent or communications with employee provisions, if applicable.


 


(x) [Dealer Boilerplate]. Insert
additional Dealer specific terms, if applicable.


 






     


     


    

 





Please confirm that the foregoing correctly
sets forth the terms of our agreement by executing this Confirmation and returning it to Dealer.


 


	 	Yours faithfully,
	 	 
	 	[                     ]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	[                      ],
	 	 	acting solely as Agent in connection with the Transaction
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


	 	Agreed and Accepted By:	 
	 	 
	 	EQT CORPORATION	 
	 	 
	By	 	 
	 	Name:	 
	 	Title: