Common use of TABLE OF EXHIBITS AND SCHEDULES Clause in Contracts

TABLE OF EXHIBITS AND SCHEDULES. Exhibits Exhibit A-1 — Gathering System Exhibit A-2 — Easements and Fee Interests Exhibit A-3 — Non-Operational Assets Exhibit A-4 — Transferred Contracts Exhibit B-1 — Form of Conveyance Agreement Exhibit B-2 — Form of Real Estate Assignment Agreement Exhibit C — Form of Subco Interest Assignment Agreement Exhibit D — Form of Subco LLC Agreement Exhibit E — Form of Subco Guaranty Schedules EQM Disclosure Schedules Schedule 3.4 — No Conflict; Required Filings and Consents Asset Disclosure Schedules Schedule 4.3 — No Conflict; Required Filings and Consents Schedule 4.4(a) - Financial Statements Schedule 4.6 — No Adverse Changes Schedule 4.7 — Licenses; Permits Schedule 4.8 — Litigation; Laws and Regulations Schedule 4.9 — Title to Real Property Schedule 4.10(b) — Condition of Assets Schedule 4.12 — Taxes Schedule 4.13 — Environmental Matters Schedule 4.14(a) — Material Contracts Schedule 4.14(c) — Contracts Terminated by the Asset Contribution Schedule 4.15 — Insurance Subco Disclosure Schedules Schedule 5.3 — No Conflict; Required Filings and Consents Schedule 5.6(a) — EESH Contracts Other Than Subco Contracts Schedule 5.9 — Licenses; Permits Schedule 5.11 — Insurance CONTRIBUTION AND SALE AGREEMENT THIS CONTRIBUTION AND SALE AGREEMENT, dated as of March 10, 2015 (this “Agreement”), is by and among EQT Gathering, LLC, a Delaware limited liability company (“EQT Gathering”), EQT Energy Supply Holdings, LP, a Delaware limited partnership (“EESH”), EQT Energy, LLC, a Delaware limited liability company (“EQT Energy”), EQT Midstream Partners, LP, a Delaware limited partnership (“EQM”), EQT Midstream Services, LLC, a Delaware limited liability company and the general partner of EQM (“EQM GP”), EQM Gathering Opco, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of EQM (“EQM Gathering Opco”), and, solely for the purposes of Section 9.4 of this Agreement, EQT Corporation, a Pennsylvania corporation (“Parent”).

TABLE OF EXHIBITS AND SCHEDULES. Exhibits Exhibit A-1 — Gathering System A Description of Exchangeable Shares Exhibit A-2 — Easements and Fee Interests Exhibit A-3 — Non-Operational Assets Exhibit A-4 — Transferred Contracts Exhibit B-1 — B Form of Conveyance Agreement Exhibit B-2 — Form of Real Estate Assignment Voting Agreement Exhibit C — Form of Subco Interest Assignment Affiliates' Agreement Exhibit D — Form of Subco LLC Shareholder's Representation Agreement Exhibit E — E-1 Form of Subco Guaranty Schedules EQM Disclosure Schedules Employment Agreement Exhibit E-2 Form of Remaining Employee Employment Agreement Exhibit F Form of Principal Shareholder Employment Agreements Exhibit G Form of Voting and Exchange Trust Agreement Exhibit H Form of Support Agreement Exhibit I Form of Escrow Agreement Schedule 3.4 — No Conflict2.1 Allocation of Exchangeable Shares Schedule 4.1 Subsidiaries, Etc. Schedule 4.2 Stock Rights Schedule 4.4 Conflicts; Required Filings and Consents Asset Disclosure Schedules Schedule 4.3 — No Conflict; Required Filings and Consents Schedule 4.4(a) - Financial Statements 4.6 Additional Material Liabilities Schedule 4.6 — No Adverse Changes Schedule 4.7 — Licenses; 4.8 MicroLegend Permits Schedule 4.8 — Litigation; Laws and Regulations Schedule 4.9 — Title to Real Property Schedule 4.10(a) Permitted Encumbrances Schedule 4.10(b) — Leases Schedule 4.10(c) Wetlands Schedule 4.12 Condition of Assets Schedule 4.12 — Taxes Real Property Schedule 4.13 — Equipment; Personal Property Schedule 4.14 Environmental Matters Schedule 4.14(a) — 4.15 Employee Plans Schedule 4.16 Employment Matters Schedule 4.17 Material Contracts Agreements Schedule 4.14(c) — Contracts Terminated by the Asset Contribution 4.18 Litigation Schedule 4.15 — Insurance Subco Disclosure Schedules 4.24 Intellectual Property Schedule 5.3 — No Conflict; Required Filings 4.25 Accounts Receivable and Consents Accounts Payable Schedule 5.6(a) — EESH Contracts Other Than Subco Contracts 4.26 Inventory and Backlog Schedule 5.9 — Licenses; Permits 4.27 Customers and Suppliers Schedule 5.11 — Insurance CONTRIBUTION AND SALE AGREEMENT THIS CONTRIBUTION AND SALE AGREEMENT, dated as of March 10, 2015 (this “Agreement”), is by and among EQT Gathering, LLC, a Delaware limited liability company (“EQT Gathering”), EQT Energy Supply Holdings, LP, a Delaware limited partnership (“EESH”), EQT Energy, LLC, a Delaware limited liability company (“EQT Energy”), EQT Midstream Partners, LP, a Delaware limited partnership (“EQM”), EQT Midstream Services, LLC, a Delaware limited liability company and the general partner of EQM (“EQM GP”), EQM Gathering Opco, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of EQM (“EQM Gathering Opco”), and, solely for the purposes of Section 9.4 of this Agreement, EQT Corporation, a Pennsylvania corporation (“Parent”).4.28 Product Warranties Schedule 4.29 Year 2000 Schedule 4.30 Banking Relations Schedule 6.1 Material Changes Schedule 7.3 Employees

TABLE OF EXHIBITS AND SCHEDULES. Exhibits Exhibit A-1 — Gathering System Rice Olympus Systems Exhibit A-2 — Rice Olympus Easements and Fee Interests Exhibit A-3 — Non-Operational Assets Exhibit A-4 — Transferred Rice Olympus Contracts Exhibit B-1 — Form of Conveyance Agreement Rice West Virginia Easements and Fee Interests Exhibit B-2 C-1 — Form of Real Estate Assignment Agreement Strike Force Systems Exhibit C C-2 — Form of Subco Interest Assignment Agreement Strike Force Easements and Fee Interests Exhibit C-3 — Strike Force Contracts Exhibit D — Form of Subco LLC Assignment Agreement Exhibit E — Form of Subco Guaranty Schedules EQM Disclosure Schedules Schedule 3.4 — No Conflict; Required Filings and Consents Asset Seller Disclosure Schedules Schedule 4.3 — No Conflict; Required Filings and Consents Schedule 4.4(a) - — Financial Statements Schedule 4.4(b) — Undisclosed Liabilities Schedule 4.6 — No Adverse Changes Schedule 4.7 4.7(e) — Licenses; Permits Schedule 4.8 — Litigation; Laws and Regulations Schedule 4.9 — Rights Affecting Capitalization Schedule 4.10 — Title to Real Property Schedule 4.10(b4.11(b) — Condition of Assets Schedule 4.12 4.13 — Taxes Schedule 4.13 4.14 — Environmental Matters Schedule 4.14(a) 4.15 — Material Contracts Schedule 4.14(c) — Contracts Terminated by the Asset Contribution Schedule 4.15 4.16 — Insurance Subco Disclosure Schedules Schedule 5.3 5.1 — No Conflict; Required Filings and Consents Schedule 5.6(a) — EESH Contracts Other Than Subco Contracts Schedule 5.9 — Licenses; Permits Schedule 5.11 — Insurance Conduct of Business Prior to Closing CONTRIBUTION AND SALE AGREEMENT THIS CONTRIBUTION AND SALE AGREEMENT, dated as of March 10April 25, 2015 2018 (this “Agreement”), but, with respect to each Contribution, effective as of 12:01 a.m. on the applicable Effective Date, is made by and among EQT GatheringCorporation, a Pennsylvania corporation (“EQT Corporation”), Rice Midstream Holdings LLC, a Delaware limited liability company (“EQT Gathering”), EQT Energy Supply Holdings, LP, a Delaware limited partnership (“EESH”), EQT Energy, LLC, a Delaware limited liability company (“EQT EnergyRice Midstream”), EQT Midstream Partners, LP, a Delaware limited partnership (“EQM”), EQT Midstream Servicesand EQM Gathering Holdings, LLC, a Delaware limited liability company and the general partner a wholly owned Subsidiary of EQM (“EQM GP”), EQM Gathering Opco, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of EQM (“EQM Gathering Opco”), and, solely for the purposes of Section 9.4 of this Agreement, EQT Corporation, a Pennsylvania corporation (“ParentGathering”).

TABLE OF EXHIBITS AND SCHEDULES. Exhibits Exhibit A-1 — Gathering System Exhibit A-2 — Easements and Fee Interests Exhibit A-3 — A Form of Non-Operational Assets Competition Agreement Exhibit A-4 — Transferred Contracts Exhibit B-1 — B Form of Conveyance Agreement Certificate of Merger Exhibit B-2 — C Form of Real Estate Assignment Agreement FIRPTA Certificate Exhibit C — D Form of Subco Interest Assignment Escrow Agreement Exhibit D — Form of Subco LLC Schedule I Non-Competition Agreement Exhibit E — Form of Subco Guaranty Schedules EQM Disclosure Schedules Parties Schedule 3.4 — No Conflict; Required Filings and Consents Asset Disclosure Schedules II Key Employees Schedule 4.3 — No Conflict; Required Filings and 4.6(a)(x) Consents Schedule 4.4(a4.6(a)(y) - Other Actions Schedule 5.3(e) Required Actions Schedule 5.3(f) Employees Schedule 7.2(a)(vii) Certain Specified Matters Schedule 8.7(h) Knowledge Employees TABLE OF DEFINED TERMS Term Page Term Page 280G Approval 63 Closing Company Debt 13 5% Stockholder 58 Closing Company Transaction Expenses 13 Acquisition Sub 1 Closing Consideration Spreadsheet 66 Action 24 Closing Date 2 affiliate 87 Closing Date Merger Consideration 4 Agent Losses 80 Closing Working Capital 13 Agreement 1 Code 17 Anti-Corruption Laws 50 Company 1 Applicable Accounting Principles 12 Company Balance Sheet 20 Base Cash Amount 3 Company Balance Sheet Date 20 Base Common Amount 4 Company Board 19 Base Common Per Share Amount 4 Company Common Stock 3 Base Merger Consideration 4 Company Debt 4 Business 36 Company Disclosure Schedule 14 Business Day 87 Company Group 33 capital stock 87 Company IP Cores 36 Capitalization Schedule 16 Company IPR 36 Cash Consideration Recipients 5 Company Licensed IPR 36 Certificate 3 Company Permits 24 Certificate of Incorporation 2 Company Plans 4 Certificate of Merger 2 Company Preferred Stock 3 CGCL 8 Company Registered IPR 38 Claim 47 Company Representative 50 Closing 2 Company Securities 16 Closing Balance Sheet 13 Company Software 36 iv Company Stock Options 4 GAAP 20 Company Transaction Expenses 4 Governmental Entity 21 Company Warrant 12 Hazardous Substance 29 Confidentiality Agreement 60 Holdings 1 Conflict Minerals 52 HSR Act 21 Contaminant 44 Inbound License Agreement 36 Contingent Worker 28 include, including 87 Contract 46 Indemnification Claim 78 control, controlling, controlled by, under common control with 87 Indemnifying Party 77 Copyrights 37 Information Statement 57 D&O Tail Policy 68 Insurance Policies 49 Datasite 87 Intellectual Property Rights or IPR 36 DGCL 1 Interested Party 51 Disabling Code 44 Invention Assignment Agreements 63 Dissenting Shares 8 IP Core 37 Dissenting Stockholder 8 IRS 25 Distribution 5 ISO 17 Due Date 87 Key Employee Conditions 63 Effective Time 2 Key Employees 1 Employee Indebtedness 66 knowledge, known 87 Employee Plans 25 Laws 25 Employment Letters 1 Lease Documents 49 Environmental Laws 29 Letter of Transmittal 9 ERISA 25 Lien 88 ERISA Affiliate 25 Losses 77 Escrow Agent 79 made available 14 Escrow Agreement 79 Majority Escrow Holders 81 Escrow Amount 5 Mask Works 37 Escrow Fund 79 Material Adverse Effect on Parent 53 Escrow Holders 5 Material Adverse Effect on the Company 15 Escrow Period 76 Material Contract, Material Contracts 46 Estimated Company Debt 12 Merger 2 Estimated Company Transaction Expenses 68 Multiemployer Plan 27 Estimated Working Capital 12 Multiple Employer Plan 27 Exchange Ratio 5 Net Adjustment Amount 13 Excluded Key Employee 71 New Hire 61 FCPA 50 Non-Competition Agreement Parties 1 Final Closing Statement 13 Non-Competition Agreements 1 Final Date 74 Notice of Disagreement 13 Financial Statements 19 Open Source License 37 Firm 69 Open Source Software 37 Fully Diluted Common Share Number 5 Option Shares 5 v Optionholder 88 Standard Commercial Software 38 Ordinary Course of Business 88 Standards Body 44 Ordinary Losses 83 Stockholder 88 Other Accelerating Employees 64 Stockholder Agent 1 Outbound License Agreement 37 Stockholder Agent Confidentiality Agreement 60 Parent 1 Stockholder Approval 19 Parent Common Stock 5 Straddle Period 30 Parent Indemnitees 77 subsidiary, subsidiaries 88 Patents 37 Survival Period 76 person 88 Surviving Corporation 2 Pre-Closing Tax Period 30 Systems 44 Pre-Closing Taxes 30 Target Working Capital 6 Preliminary Closing Balance Sheet 12 Tax Claim 32 Preliminary Closing Statement 12 Tax Law 31 Preliminary Consideration Spreadsheet 66 Tax Period 31 Product Offerings 38 Tax Return 31 Products 38 Tax, Taxes 30 Property Taxes 30 Terminated Employee 61 Recovery Percentage 8 Third Party 38, 59 Requisite Approval 19 Third Party Acquisition 59 Reserve Amount 6 Third Party Claim 81 Reserve Fund 79 Threshold 78 Restricted Company Share 88 Total Merger Consideration 6 Schedule 4.6 — No Adverse Changes of Company Transaction Expenses 68 Trade Secrets 37 SEC 21 Trademarks 36 Securities Act 16 Transaction Agreements 88 Series A Preferred Stock 3 Transaction Expenses Payoff Instructions 68 Series B Preferred Stock 3 Transactions 1 Series C Preferred Stock 3 Unvested Employee Company Option Value 6 Series D Preferred Stock 3 Unvested Employee Company Options 11 Series D1 Preferred Stock 3 Unvested Non-Employee Company Options 12 Series E Preferred Stock 3 Updated Capitalization Schedule 4.7 — Licenses; Permits 72 Series E1 Preferred Stock 3 Updated Disclosure Schedule 4.8 — Litigation; Laws and Regulations Schedule 4.9 — Title to Real Property Schedule 4.10(b) — Condition of Assets Schedule 4.12 — Taxes Schedule 4.13 — Environmental Matters Schedule 4.14(a) — Material Contracts Schedule 4.14(c) — Contracts Terminated by the Asset Contribution Schedule 4.15 — Insurance Subco Disclosure Schedules Schedule 5.3 — No Conflict; Required Filings and Consents Schedule 5.6(a) — EESH Contracts Other Than Subco Contracts Schedule 5.9 — Licenses; Permits Schedule 5.11 — Insurance CONTRIBUTION 62 Series E2 Preferred Stock 3 Vested Company Option 11 Series E3 Preferred Stock 3 Vested Optionholder 9 Shares 6 Working Capital 6 Snapshot Date 66 Working Capital Adjustment Amount 6 Software 38 Special Claims 76 Special IP Claims 76 Special IP Losses 78 Special Losses 78 AGREEMENT AND SALE PLAN OF MERGER THIS AGREEMENT THIS CONTRIBUTION AND SALE AGREEMENT, dated as of March 10, 2015 PLAN OF MERGER (this “Agreement”), dated as of March 11, 2013, is by and among EQT GatheringCadence Design Systems, LLCInc., a Delaware limited liability company corporation (“EQT GatheringParent”), EQT Energy Supply Tundra Holdings, LPInc., a Delaware limited partnership (“EESH”), EQT Energy, LLC, a Delaware limited liability company (“EQT Energy”), EQT Midstream Partners, LP, a Delaware limited partnership (“EQM”), EQT Midstream Services, LLC, a Delaware limited liability company corporation and the general partner of EQM (“EQM GP”), EQM Gathering Opco, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of EQM Parent (“EQM Gathering OpcoHoldings”), Tundra Subsidiary Corporation, a Delaware corporation and a wholly owned subsidiary of Holdings (“Acquisition Sub”), Tensilica, Inc., a Delaware corporation (the “Company”), and, solely with respect to Section 4.8, Section 4.18, Article 7 and Article 8, Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the agent for the purposes of Section 9.4 of this Agreement, EQT Corporation, a Pennsylvania corporation Escrow Holders (the “ParentStockholder Agent”).

TABLE OF EXHIBITS AND SCHEDULES. Exhibits Exhibit A-1 — Gathering System Exhibit A-2 — Easements and Fee Interests Exhibit A-3 — Non-Operational Assets Exhibit A-4 — Transferred Contracts Exhibit B-1 — AVC Pipeline System Exhibit B-2 — AVC Pipeline Easements and Fee Interests Exhibit B-3 — AVC Pipeline Contracts Exhibit C-1 — Xxxxx Storage System Exhibit C-2 — Xxxxx Storage Contracts Exhibit D-1 — Form of Conveyance Agreement Exhibit B-2 D-2 — Form of Real Estate Assignment Agreement Exhibit C — Form of Subco Interest Assignment Agreement Exhibit D — Form of Subco LLC Agreement Exhibit E — Form of Subco Guaranty AVC Assignment Agreement Exhibit F — Form of Xxxxx Assignment Agreement Exhibit G — Form of Second Amended and Restated Operating Agreement of EQT Energy Supply, LLC Schedules EQM Disclosure Schedules Schedule 3.4 3.3 — No Conflict; Conflict; Required Filings and Consents Asset Seller Disclosure Schedules Schedule 4.3 — No Conflict; Conflict; Required Filings and Consents Schedule 4.4(a) - — Financial Statements Schedule 4.4(b) — Undisclosed Liabilities Schedule 4.6 — No Adverse Changes Schedule 4.7 4.7(a) — Licenses; Licenses; Permits Schedule 4.7(b) — Licenses; Permits Schedule 4.8 — Litigation; Litigation; Laws and Regulations Schedule 4.9 4.10 — Title to Real Property Schedule 4.10(b4.11(b) — Condition of Assets Schedule 4.12 4.13 — Taxes Schedule 4.13 4.14 — Environmental Matters Schedule 4.14(a) 4.15 — Material Contracts Schedule 4.14(c) — Contracts Terminated by the Asset Contribution Schedule 4.15 4.16 — Insurance Subco Disclosure Schedules Schedule 5.3 — No Conflict; Required Filings and Consents Schedule 5.6(a) — EESH Contracts Other Than Subco Contracts Schedule 5.9 — Licenses; Permits Schedule 5.11 — Insurance CONTRIBUTION PURCHASE AND SALE AGREEMENT THIS CONTRIBUTION PURCHASE AND SALE AGREEMENT, dated as of March 10October 13, 2015 2016 (the “Closing Date”), but effective as of 12:01 a.m. October 1, 2016 (the “Effective Date”) (this “Agreement”), is made by and among EQT Gathering Holdings, LLC, a Delaware limited liability company (“EQT Gathering Holdings”), EQT Gathering, LLC, a Delaware limited liability company (“EQT Gathering”), EQT Energy Supply Holdings, LP, a Delaware limited partnership (“EESH”), EQT Energy, LLC, a Delaware limited liability company (“EQT Energy”), EQT Midstream Partners, LP, a Delaware limited partnership (“EQM”), EQT Midstream Services, LLC, a Delaware limited liability company and the general partner of EQM (“EQM GP”), EQM Gathering Opco, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of EQM (“EQM Gathering Opco”), andEquitrans Investments, LLC, a Delaware limited liability company and a wholly owned subsidiary of EQM (“Equitrans Investments”), Equitrans, L.P., a Pennsylvania limited partnership and an indirect wholly owned subsidiary of EQM (“Equitrans LP”), and solely for the purposes purpose of Section 9.4 of this Agreement, 6.4 EQT Corporation, a Pennsylvania corporation (“Parent”)corporation.

TABLE OF EXHIBITS AND SCHEDULES. Exhibits Exhibit A-1 — Gathering System Exhibit A-2 — Easements A – Assignment and Fee Interests Exhibit A-3 — Non-Operational Assets Exhibit A-4 — Transferred Contracts Assumption and Bxxx of Sale Exhibit B-1 — Form of Conveyance Agreement – Secured Promissory Note (Installment) Exhibit B-2 — Form of Real Estate Assignment Agreement – Secured Promissory Note (FAP) Exhibit B-3 – Secured Promissory Note (Component Inventory) Exhibit C — Form of Subco Interest Assignment – Stock Rights and Restriction Agreement Exhibit D — Form of Subco LLC – Security Agreement Exhibit E — Form E-1 – Seller Non-Competition Agreement Exhibit E-2 – Zxxx Non-Competition Agreement Exhibit E-3 – Wxxxxx Non-Competition Agreement Exhibit F – Lease Assignment Exhibit G – Services Agreement Schedule 1.0 – Table of Subco Guaranty Schedules EQM Disclosure Schedules Definitions Schedule 3.4 — No Conflict; Required Filings and Consents Asset Disclosure Schedules 1.1 – Acquired Assets Schedule 4.3 — No Conflict; Required Filings and 1.2 – Excluded Assets/Product Inventory Schedule 1.3 – Purchase Orders Schedule 1.5 – Seller Employees/Transferring Employees Schedule 2.1(iii) – Fixed Assets Schedule 2.1(v) – Component Inventory Schedule 2.4 – Allocation of Purchase Price Schedule 4.1 – Foreign Qualification Schedule 4.3(a) – Governmental Approvals Schedule 4.3(b) – Third Party Consents Schedule 4.4(a) - 4.5 – Licenses and Permits Schedule 4.6 – Owners and Subsidiaries Schedule 4.7 – Assets Not Presently Owned but to be Conveyed at Closing Schedule 4.8 – Personal Property Leases Schedule 4.9 – Financial Statements Schedule 4.6 — No Adverse Changes 4.10 – Absence of Certain Events Schedule 4.7 — Licenses; Permits 4.11 – Legal Proceedings Schedule 4.8 — Litigation; Laws 4.13 – Compliance with FDA and FTC Regulations Schedule 4.9 — Title to 4.14 – Compliance with Laws Schedule 4.15(d) – Labor Contracts Schedule 4.16 – Benefit Plan Compliance Schedule 4.19 – Tax Disputes Schedule 4.20 – Contracts Schedule 4.21 – Real Property Schedule 4.10(b4.22 -- Financing Statements Schedule 4.23 – Affiliate Transactions Schedule 4.24 – Insurance Schedule 4.25 – Intellectual Property Schedule 5.7 – Commission Documents; Financial Statements Schedule 6.3(a) — Condition of Assets Schedule 4.12 — Taxes Schedule 4.13 — Environmental Matters Schedule 4.14(a) — Material Contracts Schedule 4.14(c) — Contracts Terminated by the Asset Contribution Schedule 4.15 — Insurance Subco Disclosure Schedules Schedule 5.3 — No Conflict; – Required Filings and Consents Schedule 5.6(a) — EESH Contracts Other Than Subco Contracts Schedule 5.9 — Licenses; Permits Schedule 5.11 — Insurance CONTRIBUTION AND SALE AGREEMENT THIS CONTRIBUTION AND SALE AGREEMENT, dated as of March 10, 2015 (this “Agreement”), is by and among EQT Gathering, LLC, a Delaware limited liability company (“EQT Gathering”), EQT Energy Supply Holdings, LP, a Delaware limited partnership (“EESH”), EQT Energy, LLC, a Delaware limited liability company (“EQT Energy”), EQT Midstream Partners, LP, a Delaware limited partnership (“EQM”), EQT Midstream Services, LLC, a Delaware limited liability company and the general partner of EQM (“EQM GP”), EQM Gathering Opco, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of EQM (“EQM Gathering Opco”), and, solely for the purposes of Section 9.4 of this Agreement, EQT Corporation, a Pennsylvania corporation (“Parent”).4416103v.8 EXHIBIT A

TABLE OF EXHIBITS AND SCHEDULES. Exhibits Exhibit A-1 — Gathering System A: Advance Request Attachment to Advance Request Exhibit A-2 — Easements X-x: Term A Note A Exhibit B-2: Term B Note B Exhibit B-3: Revolving Note Exhibit B-4 Equipment Term Loan Note Exhibit B-5 Term Note C Exhibit C: Name, Locations, and Fee Interests Other Information for Borrowers Exhibit A-3 — Non-Operational Assets D: Borrowers’ Patents, Trademarks, Copyrights and Licenses Exhibit A-4 — Transferred Contracts E: Borrowers’ Deposit Accounts and Investment Accounts Exhibit B-1 — F: Compliance Certificate Exhibit G: Joinder Agreement Exhibit H: Borrowing Base Certificate Exhibit I: ACH Debit Authorization Agreement Exhibit J: Form of Conveyance Agreement Collateral Assignment of Acquisition Documents Exhibit B-2 — K Form of Real Estate Assignment Registration Rights Agreement Exhibit C — Form of Subco Interest Assignment Agreement Exhibit D — Form of Subco LLC Agreement Exhibit E — Form of Subco Guaranty Schedules EQM Disclosure Schedules Schedule 3.4 — No Conflict; Required Filings and Consents Asset Disclosure Schedules 1 Subsidiaries Schedule 4.3 — No Conflict; Required Filings and Consents 1A Existing Permitted Indebtedness Schedule 4.4(a) - Financial Statements 1B Existing Permitted Investments Schedule 4.6 — No Adverse Changes 1C Existing Permitted Liens Schedule 4.7 — Licenses; Permits 5.3 Consents, Etc. Schedule 4.8 — Litigation; Laws and Regulations 5.5 Actions Before Governmental Authorities Schedule 4.9 — Title to Real 5.8 Tax Matters Schedule 5.9 Intellectual Property Claims Schedule 5.10 Intellectual Property Schedule 4.10(b5.11 Borrower Products Schedule 5.14 Capitalization and Subsidiaries Schedule 7.14 Deposit Accounts EXHIBIT A ADVANCE REQUEST To: Lender: Date: , 20 Hercules Technology Growth Capital, Inc. 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimile: 000-000-0000 Attn: Infologix, Inc., on behalf of itself and InfoLogix Systems Corporation, Embedded Technologies, LLC, Opt Acquisition LLC and InfoLogix-DDMS, Inc. (collectively, the “Borrowers”) — Condition hereby request from Hercules Technology Growth Capital, Inc. (“Lender”) [a Revolving Loan Advance] [an Equipment Term Loan Advance] in the amount of Assets Schedule 4.12 — Taxes Schedule 4.13 — Environmental Matters Schedule 4.14(aDollars ($ ) — Material Contracts Schedule 4.14(con , 20 (the “Advance Date”), [which is at least two (2) — Contracts Terminated by Business Days following the Asset Contribution Schedule 4.15 — Insurance Subco Disclosure Schedules Schedule 5.3 — No Conflict; Required Filings date hereof for any Revolving Loan Advance] [which is at least two (2) Business Days following the date hereof for any Equipment Term Loan Advance], pursuant to the Amended and Consents Schedule 5.6(a) — EESH Contracts Other Than Subco Contracts Schedule 5.9 — Licenses; Permits Schedule 5.11 — Insurance CONTRIBUTION AND SALE AGREEMENT THIS CONTRIBUTION AND SALE AGREEMENTRestated Loan and Security Agreement, dated as of March 10November 20, 2015 2009 among Borrowers and Lender (this as amended and in effect from time to time, the “Agreement”), is by . Capitalized words and among EQT Gathering, LLC, a Delaware limited liability company (“EQT Gathering”), EQT Energy Supply Holdings, LP, a Delaware limited partnership (“EESH”), EQT Energy, LLC, a Delaware limited liability company (“EQT Energy”), EQT Midstream Partners, LP, a Delaware limited partnership (“EQM”), EQT Midstream Services, LLC, a Delaware limited liability company and other terms used but not otherwise defined herein are used with the general partner of EQM (“EQM GP”), EQM Gathering Opco, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of EQM (“EQM Gathering Opco”), and, solely for same meanings as defined in the purposes of Section 9.4 of this Agreement, EQT Corporation, a Pennsylvania corporation (“Parent”).. Please:

TABLE OF EXHIBITS AND SCHEDULES. Exhibits Exhibit A-1 — Gathering System A: Advance Request Attachment to Advance Request Exhibit A-2 — Easements B-1: Term A Note Exhibit B-2: Term B Note Exhibit C: Name, Locations, and Fee Interests Other Information for Borrowers Exhibit A-3 — Non-Operational Assets D: Borrowers’ Patents, Trademarks, Copyrights and Licenses Exhibit A-4 — Transferred Contracts E: Borrowers’ Deposit Accounts and Investment Accounts Exhibit B-1 — F: Compliance Certificate Exhibit G: Joinder Agreement Exhibit H: Borrowing Base Certificate Exhibit I: ACH Debit Authorization Agreement Exhibit J: Form of Conveyance Agreement Collateral Assignment of Acquisition Documents Exhibit B-2 — K Form of Real Estate Assignment Registration Rights Agreement Exhibit C — Form of Subco Interest Assignment Agreement Exhibit D — Form of Subco LLC Agreement Exhibit E — Form of Subco Guaranty Schedules EQM Disclosure Schedules Schedule 3.4 — No Conflict; Required Filings and Consents Asset Disclosure Schedules 1 Subsidiaries Schedule 4.3 — No Conflict; Required Filings and Consents 1A Existing Permitted Indebtedness Schedule 4.4(a) - Financial Statements 1B Existing Permitted Investments Schedule 4.6 — No Adverse Changes 1C Existing Permitted Liens Schedule 4.7 — Licenses; Permits 5.3 Consents, Etc. Schedule 4.8 — Litigation; Laws and Regulations 5.5 Actions Before Governmental Authorities Schedule 4.9 — Title to Real 5.8 Tax Matters Schedule 5.9 Intellectual Property Claims Schedule 5.10 Intellectual Property Schedule 4.10(b5.11 Borrower Products Schedule 5.14 Capitalization and Subsidiaries Schedule 7.14 Deposit Accounts EXHIBIT A ADVANCE REQUEST To: Lender: Date: , 20 Hercules Technology Growth Capital, Inc. 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimile: 000-000-0000 Attn: Infologix, Inc., on behalf of itself and InfoLogix Systems Corporation, Embedded Technologies, LLC, Opt Acquisition LLC and InfoLogix-DDMS, Inc. (collectively, the “Borrowers”) — Condition hereby request from Hercules Technology Growth Capital, Inc. (“Lender”) a [Revolving Loan Advance] in the amount of Assets Schedule 4.12 — Taxes Schedule 4.13 — Environmental Matters Schedule 4.14(aDollars ($ ) — Material Contracts Schedule 4.14(con , 20 (the “Advance Date”) — Contracts Terminated by pursuant to the Asset Contribution Schedule 4.15 — Insurance Subco Disclosure Schedules Schedule 5.3 — No Conflict; Required Filings Loan and Consents Schedule 5.6(a) — EESH Contracts Other Than Subco Contracts Schedule 5.9 — Licenses; Permits Schedule 5.11 — Insurance CONTRIBUTION AND SALE AGREEMENT THIS CONTRIBUTION AND SALE AGREEMENT, dated as of March 10, 2015 Security Agreement among Borrowers and Lender (this the “Agreement”), is by . Capitalized words and among EQT Gathering, LLC, a Delaware limited liability company (“EQT Gathering”), EQT Energy Supply Holdings, LP, a Delaware limited partnership (“EESH”), EQT Energy, LLC, a Delaware limited liability company (“EQT Energy”), EQT Midstream Partners, LP, a Delaware limited partnership (“EQM”), EQT Midstream Services, LLC, a Delaware limited liability company and other terms used but not otherwise defined herein are used with the general partner of EQM (“EQM GP”), EQM Gathering Opco, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of EQM (“EQM Gathering Opco”), and, solely for same meanings as defined in the purposes of Section 9.4 of this Agreement, EQT Corporation, a Pennsylvania corporation (“Parent”).. Please:

TABLE OF EXHIBITS AND SCHEDULES. Exhibits Exhibit A-1 — Gathering System Exhibit A-2 — Easements Schedules: Schedule 1.1.1 Agencies Schedule 1.1.4 Transaction Expenses Schedule 1.1.5 Working Capital Computation Methodology Schedule 1.2 Certain Indebtedness of TARGET and Fee Interests Exhibit A-3 — Non-Operational Assets Exhibit A-4 — Transferred Contracts Exhibit B-1 — its Subsidiaries Schedule 1.3(f) Persons with Knowledge Schedule 3.1(a) TARGET’s Senior Management Schedule 3.2(c) Retained Asset Value Schedule 3.2(d) Formula for Dividing Divested Asset Proceeds Schedule 4.3(a)(i) Form of Conveyance Agreement Exhibit B-2 — Certificate of Sellers’ Representative and Chief Executive Officer of TARGET Schedule 4.3(a)(xvi) Form of Real Estate Assignment Agreement Exhibit C — Holdco Securityholder Affidavit Schedule 4.3(b)(ii) Form of Subco Interest Assignment Agreement Exhibit D — Form Certificate of Subco LLC Agreement Exhibit E — Form of Subco Guaranty Schedules EQM Disclosure Schedules the Buyer Company Schedule 3.4 — No Conflict; Required Filings and Consents Asset Disclosure Schedules Schedule 4.3 — No Conflict; Required Filings and 5.2(b) Buyer Company Consents Schedule 4.4(a5.4 Executed Commitment Letters Schedule 6.4(a) - Financial Statements Seller Consents Schedule 4.6 — No Adverse Changes 6.6 Liabilities or Obligations to Broker, Finder or Agent Schedule 4.7 — Licenses; Permits 7.2 TARGET’s Subsidiaries Schedule 4.8 — Litigation; 7.3 Franchisees/Licensees Schedule 7.4(a) TARGET and Subsidiaries Consents Schedule 7.6(a) Ownership of Capital Stock or Derivative Securities Schedule 7.6(b) Subsidiaries of Others Schedule 7.6(c) Holdco Other Capital Stock or Derivative Securities Schedule 7.6(d) Holdco Subsidiaries of Others Schedule 7.7 Capital Stock of TARGET and its Subsidiaries Schedule 7.8 Transactions in Capital Stock of TARGET and its Subsidiaries Schedule 7.9 Liens on Assets of TARGET and its Subsidiaries Schedule 7.10 Related Party Agreements Schedule 7.11 Litigation Schedule 7.13(b) Compliance with Laws and Regulations Schedule 4.9 — Title to Real Property Schedule 4.10(b) — Condition of Assets Schedule 4.12 — Taxes Schedule 4.13 — 7.14 Certain Environmental Matters Schedule 4.14(a7.15(a) — Material Contracts Liabilities and Obligations Schedule 4.14(c7.15(b) — Contracts Terminated by Repaid Indebtedness Schedule 7.16(a) Real Properties and Leases Schedule 7.16(d) Fixed Assets Schedule 7.17(a) Tangible Personal Property Schedule 7.17(b) Personal Property Leases Schedule 7.17(c) Condition of Tangible Personal Property Schedule 7.18(a) List of Fictitious or Doing Business As Names Schedule 7.18(b) Intellectual Property Assets Schedule 7.18(c) Intellectual Property Agreements Schedule 7.20 Contractual Commitments Schedule 7.21 Capital Expenditures Schedule 7.22 Inventories Schedule 7.23 Insurance Schedule 7.24(a) Employee Matters Schedule 7.24(b) Employment Agreements Schedule 7.24(c) Employee Policies and Procedures Schedule 7.24(d) Unwritten Amendments Schedule 7.24(e) Labor Compliance Schedule 7.24(f) Unions Schedule 7.24(g) Unauthorized Aliens Schedule 7.24(h) Change of Control Benefits Schedule 7.24(i) Other Compensation Plans Schedule 7.24(j) ERISA Benefit Plans Schedule 7.24(k) Retirees Schedule 7.25 Taxes Schedule 7.26(a) Prior Surveys Schedule 7.26(b) Pending Surveys Schedule 7.27 Absence of Changes Schedule 7.29(d) Multiemployer Plans Schedule 7.29(e) Claims and Litigation Schedule 7.31 Directors and Officers Schedule 7.32 Bank Accounts Schedule 8.1(a) Health Care Licenses Schedule 8.2 No Agency Action or Enforcement Schedule 8.2(e) Excluded Persons, Etc. Schedule 8.2(f) Appeals, Disputes or Contested Positions Schedule 8.3(b) HIPAA Compliance Schedule 8.4 Billing Practices Schedule 8.5(d) Compliance Program and Code of Conduct Schedule 9.2(b) Operation of Business Schedule 9.14 Release Exhibits A TARGET Minority Securityholders A1 Holdco Securityholders B Computation of Exercise Prices and Withholdings for Optionholders and Warrantholders C Form of Escrow Agreement D Lenders of the Asset Contribution Schedule 4.15 — Insurance Subco Disclosure Schedules Schedule 5.3 — No Conflict; Required Filings TARGET and Consents Schedule 5.6(a) — EESH Contracts Other Than Subco Contracts Schedule 5.9 — Licenses; Permits Schedule 5.11 — Insurance CONTRIBUTION its Subsidiaries E Form of Retained Assets Escrow Agreement F Form of Public Announcement G Form Opinion of TARGET Counsel G2 Form Opinion of TARGET Cayman Counsel PURCHASE AND SALE AGREEMENT THIS CONTRIBUTION PURCHASE AND SALE AGREEMENT, AGREEMENT (the “Agreement”) dated as of March 10the 18th day of February, 2015 2008 (this the “AgreementEffective Date”), is by and among EQT GatheringAmedisys, LLCInc., a Delaware corporation (the “Buyer Parent”) solely for purposes of Article XV, Amedisys TLC Acquisition, L.L.C., a Louisiana limited liability company (the “EQT GatheringBuyer Company”), EQT Energy Supply HoldingsTLC Health Care Services, LPInc., a Delaware limited partnership corporation (the “EESHTARGET”), EQT Energythe shareholders of the TARGET other than Holdco, LLCas set forth on Exhibit A (all said persons, the “TARGET Minority Securityholders”), TLC Holdings I Corp., a Delaware limited liability company corporation (“EQT EnergyHoldco”), EQT Midstream Partnersand the shareholders of Holdco, LP, a Delaware limited partnership as set forth on Exhibit A1 (the “EQMHoldco Securityholders”), EQT Midstream Services, LLC, a Delaware limited liability company . The TARGET Minority Securityholders and the general partner of EQM (Holdco Securityholders are referred to herein as the “EQM GPSellers,” and the Buyer Company, the TARGET, Holdco, and the Sellers are hereinafter sometimes referred to collectively as the “Parties” or singly as a “Party”), EQM Gathering Opco, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of EQM (“EQM Gathering Opco”), and, solely for the purposes of Section 9.4 of this Agreement, EQT Corporation, a Pennsylvania corporation (“Parent”).

TABLE OF EXHIBITS AND SCHEDULES. Exhibits Exhibit A-1 — Gathering System A: Advance Request Attachment to Advance Request Exhibit A-2 — Easements A-1: Borrowing Base Certificate Exhibit B: Promissory Note Exhibit C: Name, Locations, and Fee Interests Other Information for Borrower Exhibit A-3 — Non-Operational Assets D: Borrower’s Patents, Trademarks, Copyrights and Licenses Exhibit A-4 — Transferred Contracts E: Borrower’s Deposit Accounts and Investment Accounts Exhibit B-1 — Form of Conveyance F: Compliance Certificate Exhibit G: Joinder Agreement Exhibit B-2 — Form of Real Estate Assignment Agreement Exhibit C — Form of Subco Interest Assignment Agreement Exhibit D — Form of Subco LLC Agreement Exhibit E — Form of Subco Guaranty Schedules EQM Disclosure Schedules Schedule 3.4 — No Conflict; Required Filings and Consents Asset Disclosure Schedules 1 Subsidiaries Schedule 4.3 — No Conflict; Required Filings and Consents 1A Existing Permitted Indebtedness Schedule 4.4(a) - Financial Statements 1B Existing Permitted Investments Schedule 4.6 — No Adverse Changes 1C Existing Permitted Liens Schedule 4.7 — Licenses; Permits 5.3 Consents, Etc. Schedule 4.8 — Litigation; Laws and Regulations 5.5 Actions Before Governmental Authorities Schedule 4.9 — Title to Real 5.8 Tax Matters Schedule 5.9 Intellectual Property Claims Schedule 5.10 Intellectual Property Schedule 4.10(b) — Condition of Assets 5.11 Borrower Products Schedule 4.12 — Taxes 5.12 Financial Accounts Schedule 4.13 — Environmental Matters 5.13 Employee Loans Schedule 4.14(a) — Material Contracts Schedule 4.14(c) — Contracts Terminated by the Asset Contribution Schedule 4.15 — Insurance Subco Disclosure Schedules Schedule 5.3 — No Conflict; Required Filings 5.14 Xxxxxxxxxxxxxx Xxxxxxxxxx Xxxxxxxxx to Loan and Consents Schedule 5.6(a) — EESH Contracts Other Than Subco Contracts Schedule 5.9 — Licenses; Permits Schedule 5.11 — Insurance CONTRIBUTION AND SALE AGREEMENT THIS CONTRIBUTION AND SALE AGREEMENT, Security Agreement dated as of March 10December 19, 2015 2006 between NEXX Systems, Inc. and Hercules Technology Growth Capital, Inc. Schedule 1 Subsidiaries None. Schedule 1A Existing Permitted Indebtedness Lease Agreement between the Borrower and Popular Leasing U.S.A., Inc. and assigned to Xxxxx Fargo Financial Leasing, Inc. for a Solaar S4 AA Spectrometer. (this “Agreement”)to paid in full in June 2007. Monthly lease payment is $980. Real estate sublease with Newport Corporation for 0 Xxxxxxxx Xxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000-0000. The Company’s clean room is subject to an Equipment Lease by and among EQT Gatheringbetween the Borrower and Newport Corporation, LLCdated January 8, a Delaware limited liability company (“EQT Gathering”), EQT Energy Supply Holdings, LP, a Delaware limited partnership (“EESH”), EQT Energy, LLC, a Delaware limited liability company (“EQT Energy”), EQT Midstream Partners, LP, a Delaware limited partnership (“EQM”), EQT Midstream Services, LLC, a Delaware limited liability company and the general partner of EQM (“EQM GP”), EQM Gathering Opco, LLC, a Delaware limited liability company 2004 and an indirect wholly owned subsidiary of EQM (“EQM Gathering Opco”), and, solely for Asset Purchase Agreement by and between the purposes of Section 9.4 of this Agreement, EQT Borrower and Newport Corporation, dated January 8, 2004. Borrower has a Pennsylvania corporation (“Parent”).representative office in Singapore subject to an office lease by and between the Borrower and NSC Executive Centre, dated 17 October 2006 that expires 1 April 2007 Schedule 1B Existing Permitted Investments None Schedule 1C Existing Permitted Liens UCC Financing Statements Filed at Delaware Secretary of State’s Office Secured Party Filing Information Collateral Xxxxx Fargo Financial Leasing, Inc. 34093282/4, as amended by 4203295/3 Specified Equipment

TABLE OF EXHIBITS AND SCHEDULES. Exhibits Exhibit A-1 — Gathering System A: Advance Request Attachment to Advance Request Exhibit A-2 — Easements B-1: Term Note A Note Exhibit B-2: Term B Note B Exhibit B-3: Revolving Note Exhibit B-4 Equipment Term Loan Note Exhibit B-5 Term Note C Exhibit C: Name, Locations, and Fee Interests Other Information for Borrowers Exhibit A-3 — Non-Operational Assets D: Borrowers’ Patents, Trademarks, Copyrights and Licenses Exhibit A-4 — Transferred Contracts E: Borrowers’ Deposit Accounts and Investment Accounts Exhibit B-1 — F: Compliance Certificate Exhibit G: Joinder Agreement Exhibit H: Borrowing Base Certificate Exhibit I: ACH Debit Authorization Agreement Exhibit J: Form of Conveyance Agreement Collateral Assignment of Acquisition Documents Exhibit B-2 — K Form of Real Estate Assignment Registration Rights Agreement Exhibit C — Form of Subco Interest Assignment Agreement Exhibit D — Form of Subco LLC Agreement Exhibit E — Form of Subco Guaranty Schedules EQM Disclosure Schedules Schedule 3.4 — No Conflict; Required Filings and Consents Asset Disclosure Schedules 1 Subsidiaries Schedule 4.3 — No Conflict; Required Filings and Consents 1A Existing Permitted Indebtedness Schedule 4.4(a) - Financial Statements 1B Existing Permitted Investments Schedule 4.6 — No Adverse Changes 1C Existing Permitted Liens Schedule 4.7 — Licenses; Permits 5.3 Consents, Etc. Schedule 4.8 — Litigation; Laws and Regulations 5.5 Actions Before Governmental Authorities Schedule 4.9 — Title to Real 5.8 Tax Matters Schedule 5.9 Intellectual Property Claims Schedule 5.10 Intellectual Property Schedule 4.10(b5.11 Borrower Products Schedule 5.14 Capitalization and Subsidiaries Schedule 7.14 Deposit Accounts EXHIBIT A ADVANCE REQUEST To: Lender: Date: , 20 Hercules Technology Growth Capital, Inc. 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimile: 000-000-0000 Attn: Infologix, Inc., on behalf of itself and InfoLogix Systems Corporation, Embedded Technologies, LLC, Opt Acquisition LLC and InfoLogix-DDMS, Inc. (collectively, the “Borrowers”) — Condition hereby request from Hercules Technology Growth Capital, Inc. (“Lender”) [a [Revolving Loan Advance] [an Equipment Term Loan Advance] in the amount of Assets Schedule 4.12 — Taxes Schedule 4.13 — Environmental Matters Schedule 4.14(aDollars ($ ) — Material Contracts Schedule 4.14(con , 20 (the “Advance Date”) — Contracts Terminated by pursuant to the, [which is at least two (2) Business Days following the Asset Contribution Schedule 4.15 — Insurance Subco Disclosure Schedules Schedule 5.3 — No Conflict; Required Filings date hereof for any Revolving Loan Advance] [which is at least two (2) Business Days following the date hereof for any Equipment Term Loan Advance], pursuant to the Amended and Consents Schedule 5.6(a) — EESH Contracts Other Than Subco Contracts Schedule 5.9 — Licenses; Permits Schedule 5.11 — Insurance CONTRIBUTION AND SALE AGREEMENT THIS CONTRIBUTION AND SALE AGREEMENTRestated Loan and Security Agreement, dated as of March 10November 20, 2015 2009 among Borrowers and Lender (this as amended and in effect from time to time, the “Agreement”), is by . Capitalized words and among EQT Gathering, LLC, a Delaware limited liability company (“EQT Gathering”), EQT Energy Supply Holdings, LP, a Delaware limited partnership (“EESH”), EQT Energy, LLC, a Delaware limited liability company (“EQT Energy”), EQT Midstream Partners, LP, a Delaware limited partnership (“EQM”), EQT Midstream Services, LLC, a Delaware limited liability company and other terms used but not otherwise defined herein are used with the general partner of EQM (“EQM GP”), EQM Gathering Opco, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of EQM (“EQM Gathering Opco”), and, solely for same meanings as defined in the purposes of Section 9.4 of this Agreement, EQT Corporation, a Pennsylvania corporation (“Parent”).. Please:

TABLE OF EXHIBITS AND SCHEDULES. Exhibits Exhibit A-1 — Gathering System Exhibit A-2 — Easements and Fee Interests Exhibit A-3 — Non-Operational Assets Exhibit A-4 — Transferred Contracts Exhibit B-1 — AVC Pipeline System Exhibit B-2 — AVC Pipeline Easements and Fee Interests Exhibit B-3 — AVC Pipeline Contracts Exhibit C-1 — Xxxxx Storage System Exhibit C-2 — Xxxxx Storage Contracts Exhibit D-1 — Form of Conveyance Agreement Exhibit B-2 D-2 — Form of Real Estate Assignment Agreement Exhibit C — Form of Subco Interest Assignment Agreement Exhibit D — Form of Subco LLC Agreement Exhibit E — Form of Subco Guaranty AVC Assignment Agreement Exhibit F — Form of Xxxxx Assignment Agreement Exhibit G — Form of Second Amended and Restated Operating Agreement of EQT Energy Supply, LLC Schedules EQM Disclosure Schedules Schedule 3.4 3.3 — No Conflict; Required Filings and Consents Asset Seller Disclosure Schedules Schedule 4.3 — No Conflict; Required Filings and Consents Schedule 4.4(a) - — Financial Statements Schedule 4.4(b) — Undisclosed Liabilities Schedule 4.6 — No Adverse Changes Schedule 4.7 4.7(a) — Licenses; Permits Schedule 4.7(b) — Licenses; Permits Schedule 4.8 — Litigation; Laws and Regulations Schedule 4.9 4.10 — Title to Real Property Schedule 4.10(b4.11(b) — Condition of Assets Schedule 4.12 4.13 — Taxes Schedule 4.13 4.14 — Environmental Matters Schedule 4.14(a) 4.15 — Material Contracts Schedule 4.14(c) — Contracts Terminated by the Asset Contribution Schedule 4.15 4.16 — Insurance Subco Disclosure Schedules Schedule 5.3 — No Conflict; Required Filings and Consents Schedule 5.6(a) — EESH Contracts Other Than Subco Contracts Schedule 5.9 — Licenses; Permits Schedule 5.11 — Insurance CONTRIBUTION PURCHASE AND SALE AGREEMENT THIS CONTRIBUTION PURCHASE AND SALE AGREEMENT, dated as of March 10October 13, 2015 2016 (the “Closing Date”), but effective as of 12:01 a.m. October 1, 2016 (the “Effective Date”) (this “Agreement”), is made by and among EQT Gathering Holdings, LLC, a Delaware limited liability company (“EQT Gathering Holdings”), EQT Gathering, LLC, a Delaware limited liability company (“EQT Gathering”), EQT Energy Supply Holdings, LP, a Delaware limited partnership (“EESH”), EQT Energy, LLC, a Delaware limited liability company (“EQT Energy”), EQT Midstream Partners, LP, a Delaware limited partnership (“EQM”), EQT Midstream Services, LLC, a Delaware limited liability company and the general partner of EQM (“EQM GP”), EQM Gathering Opco, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of EQM (“EQM Gathering Opco”), andEquitrans Investments, LLC, a Delaware limited liability company and a wholly owned subsidiary of EQM (“Equitrans Investments”), Equitrans, L.P., a Pennsylvania limited partnership and an indirect wholly owned subsidiary of EQM (“Equitrans LP”), and solely for the purposes purpose of Section 9.4 of this Agreement, 6.4 EQT Corporation, a Pennsylvania corporation (“Parent”)corporation.

TABLE OF EXHIBITS AND SCHEDULES. Exhibits Exhibit A-1 — Gathering System Exhibit A-2 — Easements and Fee Interests Exhibit A-3 — Non-Operational Assets Exhibit A-4 — Transferred Contracts Exhibit B-1 — A - Form of Conveyance Agreement Subordinated Promissory Note Exhibit B-2 — Form of Real Estate Assignment B - Intercreditor Agreement Exhibit C — Form of Subco Interest Assignment - License Agreement Exhibit D — Form of Subco - LLC Agreement Exhibit E — - Consulting Agreement Exhibit F - Administrative Services Agreement Exhibit G - Xxxx of Sale (TBOL) Exhibit H - TBOL Assignment Agreement Exhibit I - Form of Subco Guaranty Schedules EQM Disclosure Schedules Business Protection Agreement Exhibit J -Secretary's Certificate - TBOL Exhibit K - Secretary's Certificate - ATPA Exhibit L - Closing Certificate - TBOL Exhibit M - Closing Certificate - ATPA Exhibit N - Xxxx of Sale (ICI) Exhibit O - ICI Assignment Agreement Exhibit P - Secretary's Certificate - ICI Exhibit Q - Closing Certificate - ICI Schedule 3.4 — No Conflict; Required Filings 1.1.3 - TBOL Assets Schedule 1.1.4 - ATPA Assets Schedule 1.2.1- Assumed TBOL Contracts Schedule 1.2.3 - Assumed TBOL Liabilities Schedule 1.2.4 - Excluded TBOL Liabilities Schedule 2.1 - ICI Assets Schedule 2.2 - Excluded ICI Assets Schedule 2.3.1 - Excluded ICI Liabilities Schedule 2.3.2 - Assumed ICI Contracts Schedule 2.3.4 - Assumed ICI Liabilities Schedule 7.5 - Title to TBOL Assets Schedule 7.6 - Tangible TBOL Personal Property Schedule 7.7 - Intangible TBOL Personal Property Schedule 7.8 - Contracts (TBOL/ATPA) Schedule 7.9 - Consents and Consents Asset Disclosure Schedules Approvals (TBOL/ATPA) Schedule 4.3 — No Conflict; Required Filings and Consents Schedule 4.4(a) 7.15 - Financial Statements (TBOL) Schedule 4.6 — No Adverse 7.19 - Employee Benefits (TBOL) Schedule 7.23 - Employees (TBOL) Schedule 7.24 - Absence of Certain Changes and Events (TBOL/ATPA) Schedule 4.7 — Licenses; Permits 8.3 -No Violation (ICI) Schedule 4.8 — Litigation; Laws and Regulations 8.4 -Title to Assets (ICI) Schedule 4.9 — Title to Real 8.5 -Tangible ICI Personal Property Schedule 4.10(b8.6 - Intangible ICI Personal Property Schedule 8.7 - Contracts (ICI) — Condition Schedule 8.8 - Consents and Approvals (ICI) Schedule 8.10 - Suits and Proceedings (ICI) Schedule 8.12 - Compliance with Laws (ICI) Schedule 8.13 - Tax Returns (ICI) Schedule 8.14 - Financial Statements (ICI) Schedule 8.18 - Employee Benefits (ICI) Schedule 8.22 - ICI Employees Schedule 8.23 - Absence of Assets Schedule 4.12 — Taxes Schedule 4.13 — Environmental Matters Schedule 4.14(a) — Material Contracts Schedule 4.14(c) — Contracts Terminated by the Asset Contribution Schedule 4.15 — Insurance Subco Disclosure Schedules Schedule 5.3 — No Conflict; Required Filings Certain Changes and Consents Schedule 5.6(a) — EESH Contracts Other Than Subco Contracts Schedule 5.9 — Licenses; Permits Schedule 5.11 — Insurance CONTRIBUTION AND SALE AGREEMENT THIS CONTRIBUTION AND SALE AGREEMENT, dated as of March 10, 2015 Events (this “Agreement”ICI), is by and among EQT Gathering, LLC, a Delaware limited liability company (“EQT Gathering”), EQT Energy Supply Holdings, LP, a Delaware limited partnership (“EESH”), EQT Energy, LLC, a Delaware limited liability company (“EQT Energy”), EQT Midstream Partners, LP, a Delaware limited partnership (“EQM”), EQT Midstream Services, LLC, a Delaware limited liability company and the general partner of EQM (“EQM GP”), EQM Gathering Opco, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of EQM (“EQM Gathering Opco”), and, solely for the purposes of Section 9.4 of this Agreement, EQT Corporation, a Pennsylvania corporation (“Parent”).

TABLE OF EXHIBITS AND SCHEDULES. Exhibits Exhibit A-1 — Gathering System Form of Deerfield L.P. Note Exhibit A-2 — Easements and Fee Interests Exhibit A-3 — Non-Operational Assets Exhibit A-4 — Transferred Contracts Form of Deerfield International Note Exhibit B-1 — Form of Conveyance Agreement Deerfield L.P. Series A Warrant Exhibit B-2 — Form of Real Estate Assignment Agreement Deerfield International Series A Warrant Exhibit B-3 Form of Deerfield L.P. Series B Warrant Exhibit B-4 Form of Deerfield International Series B Warrant Exhibit B-5 Form of Deerfield L.P. Series C Warrant Exhibit B-6 Form of Deerfield International Series C Warrant Exhibit B-7 Form of Deerfield L.P. Series D Warrant Exhibit B-8 Form of Deerfield International Series D Warrant Exhibit C — Form of Subco Interest Assignment Investor Rights Agreement Exhibit D — Form of Subco LLC Security Agreement Exhibit E — Form of Subco Guaranty Schedules EQM Disclosure Schedules Opinion of Seller’s Counsel Schedule 3.4 — No Conflict; Required Filings 1.1 Notes and Consents Asset Disclosure Schedules Warrants Schedule 4.3 — No Conflict; Required Filings and Consents 3.5 Non-Contravention Schedule 4.4(a3.10 Litigation Schedule 3.11(a) - Financial Statements Schedule 4.6 — No Adverse Absence of Certain Changes Schedule 4.7 — Licenses; Permits 3.11(b) Absence of Certain Changes Schedule 4.8 — Litigation; Laws and Regulations 3.11(c) Absence of Certain Changes Schedule 4.9 — Title to Real 3.11(d) Absence of Certain Changes Schedule 3.11(e) Absence of Certain Changes Schedule 3.11(f) Absence of Certain Changes Schedule 3.11(g) Absence of Certain Changes Schedule 3.15 Intellectual Property Schedule 4.10(b3.17 Preemptive Rights Schedule 3.19 Subsidiaries and Investments Schedule 3.20 Capitalization Schedule 3.22 Employees, Employment Agreements and Employee Benefit Plans Schedule 3.28 Brokers Schedule 5.12(a) — Condition of Assets Limitation on Debt Schedule 4.12 — Taxes Schedule 4.13 — Environmental Matters Schedule 4.14(a5.12(b) — Material Contracts Schedule 4.14(cLimitation on Liens NOTE AND WARRANT PURCHASE AGREEMENT (the “Agreement”) — Contracts Terminated by the Asset Contribution Schedule 4.15 — Insurance Subco Disclosure Schedules Schedule 5.3 — No Conflict; Required Filings and Consents Schedule 5.6(a) — EESH Contracts Other Than Subco Contracts Schedule 5.9 — Licenses; Permits Schedule 5.11 — Insurance CONTRIBUTION AND SALE AGREEMENT THIS CONTRIBUTION AND SALE AGREEMENT, dated as of March 10June 23, 2015 2006, by and among DrugMax, Inc., a Nevada corporation (this the “AgreementSeller”), is by and among EQT GatheringDeerfield Special Situations Fund, LLC, a Delaware limited liability company (“EQT Gathering”), EQT Energy Supply Holdings, LPL.P., a Delaware limited partnership (“EESHDeerfield L.P.”), EQT Energyand Deerfield Special Situations Fund International, LLCLimited, a Delaware limited liability British Virgin Islands company (“EQT EnergyDeerfield International”), EQT Midstream Partners, LP, . Each of Deerfield L.P. and Deerfield International is referred to as a Delaware limited partnership (“EQMPurchaser,” and collectively as the “Purchasers.”), EQT Midstream Services, LLC, a Delaware limited liability company and the general partner of EQM (“EQM GP”), EQM Gathering Opco, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of EQM (“EQM Gathering Opco”), and, solely for the purposes of Section 9.4 of this Agreement, EQT Corporation, a Pennsylvania corporation (“Parent”).

TABLE OF EXHIBITS AND SCHEDULES. Exhibits Exhibit A-1 — Gathering System A - Stockholder and Partner List Exhibit A-2 — Easements and Fee Interests Exhibit A-3 — Non-Operational Assets Exhibit A-4 — Transferred Contracts Exhibit B-1 — Form of Conveyance Agreement Exhibit B-2 — Form of Real Estate Assignment B - Escrow Agreement Exhibit C — Form of Subco Interest Assignment Agreement - Guaranty Exhibit D — Form - Material Consents Schedules Disclosure Schedule Schedule 1.2 Tax Allocation Schedule 1.3 Taxes - Adjusted Closing Statement Schedule 1.3(a)(iii) Illustration of Subco LLC Agreement Exhibit E — Form Closing Net Working Capital Calculation Schedule 2.3(t)(xi) Non-Compete Agreements Schedule 3.2(d)(iv) Capital Expenditures Schedule 3.2(h) Weeks of Subco Guaranty Schedules EQM Disclosure Schedules Severance Schedule 3.4 — No Conflict; Required Filings and Consents Asset Disclosure Schedules 3.3(c) Excluded Employees Schedule 4.3 — No Conflict; Required Filings and Consents 7.3(c) Other Indemnification Events Schedule 4.4(a7.3(d) - Financial Statements Schedule 4.6 — No Adverse Changes Schedule 4.7 — Licenses; Permits Schedule 4.8 — Litigation; Laws and Regulations Schedule 4.9 — Title to Real Property Schedule 4.10(b) — Condition of Assets Schedule 4.12 — Taxes Schedule 4.13 — Environmental Matters Schedule 4.14(a) — Material Contracts Schedule 4.14(c) — Contracts Terminated by the Asset Contribution Schedule 4.15 — Insurance Subco Disclosure Schedules Schedule 5.3 — No Conflict; Required Filings and Consents Schedule 5.6(a) — EESH Contracts Other Than Subco Contracts Schedule 5.9 — Licenses; Permits Schedule 5.11 — Insurance CONTRIBUTION Estate Indemnification Events STOCK AND SALE UNIT PURCHASE AGREEMENT THIS CONTRIBUTION STOCK AND SALE AGREEMENT, dated as of March 10, 2015 UNIT PURCHASE AGREEMENT (this “Agreement”)) is made as of August 9, is 2010, by and among EQT Gathering, LLC, a Delaware limited liability company (“EQT Gathering”), EQT Energy Supply Holdings, LPi) Liquid Container L.P., a Delaware limited partnership (the “EESHCompany”), EQT Energy, LLC(ii) each of the stockholders (the “Stockholders”) of (w) Liquid Container Inc., a Delaware limited liability company corporation (the “EQT EnergyManaging General Partner”), EQT Midstream Partners, LP(x) CPG-L Holdings Inc., a Delaware limited partnership corporation (“EQMCPG”), EQT Midstream Services, LLCand (y) WCK-L Holdings Inc., a Delaware limited liability company and the general partner of EQM corporation (“EQM GPWCK”), EQM Gathering Opcoeach and all of whom are listed on the Stockholder and Partner List, LLCattached hereto as Exhibit A (the “Stockholder and Partner List”), (iii) each of the limited partners of the Company, each and all of whom are listed on the Stockholder and Partner List (the “Limited Partners”), (iv) Xxxxxx Packaging Acquisition Corp., a Delaware limited liability company and corporation, or an indirect wholly owned subsidiary of EQM Affiliate thereof (“EQM Gathering OpcoLP Purchaser”), and (v) Xxxxxx Packaging Acquisition Corp., a Delaware corporation, or its wholly owned Affiliate (“Stock Purchaser,” and, solely for the purposes of Section 9.4 of this Agreementtogether with LP Purchaser, EQT Corporationcollectively “Purchasers” and, individually, a Pennsylvania corporation (“ParentPurchaser”). The Managing General Partner, CPG and WCK are referred to herein collectively as the “General Partners and individually as a “General Partner,” and the Stockholders and the Limited Partners are referred to herein collectively as the “Sellers” and individually as a “Seller.”

TABLE OF EXHIBITS AND SCHEDULES. Exhibits EXHIBITS Exhibit A-1 — Gathering System A Net Working Capital Schedule Exhibit A-2 — Easements and Fee Interests Exhibit A-3 — Non-Operational Assets Exhibit A-4 — Transferred Contracts Exhibit B-1 — B Form of Conveyance Agreement Exhibit B-2 — Form of Real Estate Assignment Transition Services Agreement Exhibit C — Severance and Continuation Benefits/Stay Bonuses Exhibit D Allocation Exhibit E Form of Subco Interest Assignment Resignation and Release Exhibit F Form of Section 116 Withholding Escrow Agreement Exhibit D — G Form of Subco LLC Agreement Exhibit E — Form Power of Subco Guaranty Schedules EQM Disclosure Schedules Attorney SCHEDULES Schedule 3.4 — No Conflict; Required Filings 1 Intercompany Trade Payables Schedule 2.2(a) Purchase Price Allocation Schedule 3.2(f) Officer and Director Resignations Schedule 4.2 Capitalization Schedule 4.4(b) Conflicts Schedule 4.4(c) Consents Asset Disclosure Schedules of the Companies Schedule 4.3 — No Conflict; Required Filings and Consents Schedule 4.4(a4.5(a) - Financial Statements Schedule 4.6 — No Adverse Changes 4.5(a)-1 Reconciliation of Financial Information Schedule 4.7 — Licenses; Permits 4.5(b) Deviations from GAAP Schedule 4.8 — Litigation; Laws and Regulations 4.5(c) Liabilities Schedule 4.9 — 4.7(a) Title to Assets Schedule 4.7(b) Assets Owned by Others Schedule 4.8(a) Owned Real Property Schedule 4.10(b4.8(b) — Condition of Assets Leased Real Property Schedule 4.12 — Taxes 4.10 Permits Schedule 4.13 — 4.11(a) Employee Plans Schedule 4.11(i) Post-Retirement or Post-Employment Benefits Schedule 4.12(a) Material Contracts Schedule 4.13(a) Government Contracts and Government Subcontracts Schedule 4.13(b) Government Contract Investigations Schedule 4.14 Legal Proceedings Schedule 4.15(a) Intellectual Property Schedule 4.17(c) Company Employees Schedule 4.17(d) Severance and Similar Obligations Schedule 4.17(e) Inactive Company Employees Schedule 4.17(f) Company Employees not At-Will Schedule 4.17(i) Recent Company Employee Terminations Schedule 4.18 Environmental Matters Schedule 4.14(a4.19 Conduct of Business Schedule 4.22(a) — Material Warranty; Product Liability Schedule 4.22(b) Recalled and Withdrawn Products Schedule 4.24 Transactions with Stockholders, Officers, Directors, etc. Schedule 4.25 Company Debt Schedule 4.26 Loss Contracts Schedule 4.14(c) — Contracts Terminated by 4.27 Export Control Regulations Schedule 4.28 Banks, Brokers and Proxies Schedule 4.31 Inventory Schedule 6.10 Sale Bonuses Exhibit A Basis of Preparation: Working capital of the Asset Contribution Schedule 4.15 — Insurance Subco Disclosure Schedules Schedule 5.3 — No Conflict; Required Filings Companies shall be prepared based on the operations of the Companies and Consents Schedule 5.6(a) — EESH Contracts Other Than Subco Contracts Schedule 5.9 — Licenses; Permits Schedule 5.11 — Insurance CONTRIBUTION AND SALE AGREEMENT THIS CONTRIBUTION AND SALE AGREEMENT, dated as reflect the underlying activity of March 10, 2015 (this “Agreement”), is by and among EQT Gathering, LLC, a Delaware limited liability company (“EQT Gathering”), EQT Energy Supply Holdings, LP, a Delaware limited partnership (“EESH”), EQT Energy, LLC, a Delaware limited liability company (“EQT Energy”), EQT Midstream Partners, LP, a Delaware limited partnership (“EQM”), EQT Midstream Services, LLC, a Delaware limited liability company and the general partner of EQM (“EQM GP”), EQM Gathering Opco, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of EQM (“EQM Gathering Opco”), and, solely for the such operations. For purposes of Section 9.4 the Final Net Working Capital Statement, Working Capital of this Agreementthe Companies is defined as current assets minus current liabilities of the companies, EQT Corporationcalculated in accordance with US GAAP, a Pennsylvania corporation (“Parent”).with the following exceptions and clarifications outlined below:

TABLE OF EXHIBITS AND SCHEDULES. Exhibits Exhibit A-1 — Gathering System A: Advance Request Attachment to Advance Request Exhibit A-2 — Easements B-1: Term A Note Exhibit B-2: Term B Note Exhibit B-3: Revolving Note Exhibit B-4 Equipment Term Loan Note Exhibit C: Name, Locations, and Fee Interests Other Information for Borrowers Exhibit A-3 — Non-Operational Assets D: Borrowers’ Patents, Trademarks, Copyrights and Licenses Exhibit A-4 — Transferred Contracts E: Borrowers’ Deposit Accounts and Investment Accounts Exhibit B-1 — F: Compliance Certificate Exhibit G: Joinder Agreement Exhibit H: Borrowing Base Certificate Exhibit I: ACH Debit Authorization Agreement Exhibit J: Form of Conveyance Agreement Collateral Assignment of Acquisition Documents Exhibit B-2 — K Form of Real Estate Assignment Registration Rights Agreement Exhibit Schedule 1 Subsidiaries Schedule 1A Existing Permitted Indebtedness Schedule 1B Existing Permitted Investments Schedule 1 C — Form of Subco Interest Assignment Agreement Exhibit D — Form of Subco LLC Agreement Exhibit E — Form of Subco Guaranty Schedules EQM Disclosure Schedules Existing Permitted Liens Schedule 3.4 — No Conflict; Required Filings and Consents Asset Disclosure Schedules 5.3 Consents, Etc. Schedule 4.3 — No Conflict; Required Filings and Consents 5.5 Actions Before Governmental Authorities Schedule 4.4(a) - Financial Statements 5.8 Tax Matters Schedule 4.6 — No Adverse Changes 5.9 Intellectual Property Claims Schedule 4.7 — Licenses; Permits Schedule 4.8 — Litigation; Laws and Regulations Schedule 4.9 — Title to Real 5.10 Intellectual Property Schedule 4.10(b5.11 Borrower Products Schedule 5.14 Capitalization and Subsidiaries Schedule 7.14 Deposit Accounts EXHIBIT A ADVANCE REQUEST To: Lender: Date: , 20 Hercules Technology Growth Capital, Inc. 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimile: 000-000-0000 Attn: Infologix, Inc., on behalf of itself and InfoLogix Systems Corporation, Embedded Technologies, LLC, Opt Acquisition LLC and InfoLogix-DDMS, Inc. (collectively, the “Borrowers”) — Condition hereby request from Hercules Technology Growth Capital, Inc. (“Lender”) [a [[]Revolving Loan Advance] [an Equipment Term Loan Advance] in the amount of Assets Schedule 4.12 — Taxes Schedule 4.13 — Environmental Matters Schedule 4.14(aDollars ($ ) — Material Contracts Schedule 4.14(con , 20 (the “Advance Date”)[ pursuant to the], [which is at least two (2) — Contracts Terminated by Business Days following the Asset Contribution Schedule 4.15 — Insurance Subco Disclosure Schedules Schedule 5.3 — No Conflict; Required Filings date hereof for any Revolving Loan Advance] [which is at least two (2) Business Days following the date hereof for any Equipment Term Loan Advance], pursuant to the Amended and Consents Schedule 5.6(a) — EESH Contracts Other Than Subco Contracts Schedule 5.9 — Licenses; Permits Schedule 5.11 — Insurance CONTRIBUTION AND SALE AGREEMENT THIS CONTRIBUTION AND SALE AGREEMENTRestated Loan and Security Agreement, dated as of March 10November 20, 2015 2009 among Borrowers and Lender (this as amended and in effect from time to time, the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement. Please: Issue a check payable to Parent Borrower or Wire Funds to Parent Borrower’s account Bank: Address: ABA Number: Account Number: Account Name: or With respect to any Equipment Term Loan Advance, wire Funds to the account of [Name of Equipment Supplier]: Bank: Address: ABA Number: Account Number: Account Name: [Each][(Other than the continuation of the Specified Anticipatory Defaults and the Specified Events of Default, each as defined in the First Amendment),](1) each Borrower represents that the conditions precedent to the Advance set forth in the Agreement are satisfied and shall be satisfied upon the making of such Advance, including but not limited to: (i) that no event that has had a Material Adverse Effect has occurred and is continuing; (ii) that the representations and warranties set forth in the Agreement are and shall be true and correct in all material respects on and as of the Advance Date (other than to the extent that any representation and warranty is already qualified by materiality, in which case, such representation and among EQT Gatheringwarranty shall be true and correct as of such date) with the same effect as though made on and as of such date, LLCexcept to the extent such representations and warranties expressly relate to an earlier date; (iii) that each Borrower is in compliance in all material respects with all the terms and provisions set forth in each Loan Document on its part to be observed or performed; and (iv) that as of the Advance Date, a Delaware no fact or condition exists that would (or would, with the passage of time, the giving of notice, or both) constitute an Event of Default under the Loan Documents. Each Borrower understands and acknowledges that Lender has the right to review the financial information supporting this representation and, based upon such review in its reasonable discretion, Lender may decline to fund the requested Advance. Each Borrower hereby represents that no Borrower’s corporate and limited liability company (“EQT Gathering”), EQT Energy Supply Holdings, LP, a Delaware limited partnership (“EESH”), EQT Energy, LLC, a Delaware limited liability company (“EQT Energy”), EQT Midstream Partners, LP, a Delaware limited partnership (“EQM”), EQT Midstream Services, LLC, a Delaware limited liability company status and locations have changed since the general partner of EQM (“EQM GP”), EQM Gathering Opco, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of EQM (“EQM Gathering Opco”), and, solely for the purposes of Section 9.4 date of this AgreementAgreement or, EQT Corporationif the Attachment to this Advance Request is completed, a Pennsylvania corporation (“Parent”)are as set forth in the Attachment to this Advance Request Borrower agrees to notify Lender promptly before the funding of the Loan if any of the matters which have been represented above shall not be true and correct on the Borrowing Date and if Lender has received no such notice before the Advance Date then the statements set forth above shall be deemed to have been made and shall be deemed to be true and correct as of the Advance Date. Executed as of [ ], 20[ ]. BORROWERS: INFOLOGIX, INC., ON BEHALF OF ITSELF AND INFOLOGIX SYSTEMS CORPORATION OPT ACQUISITION LLC EMBEDDED TECHNOLOGIES, LLC INFOLOGIX — DDMS, INC. By: Print Name: Title: