EQT EQT Corporation

Item 1.01 Entry into a Material Definitive Agreement.

Upon consummation of the Acquisition, pursuant to the terms of the Purchase Agreement, the Company and certain direct and indirect equityholders of Alta Resources or their designees (together with their permitted assignees, the “Alta RRA Holders”) entered into that certain Registration Rights Agreement, dated as of July 21, 2021 (the “Registration Rights Agreement”). Under the Registration Rights Agreement, among other things, subject to certain requirements and exceptions, the Company is required to file with the Securities and Exchange Commission, no later than three business days following the closing of the Acquisition, a registration statement on Form S-3 (or amend an existing shelf registration statement previously filed by it) to permit the public resale of all of the Registrable Securities (as defined in the Registration Rights Agreement) by the Alta RRA Holders from time to time as permitted by Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), and to use its commercially reasonable efforts to cause such registration statement to remain effective until all of the Registrable Securities have ceased to be Registrable Securities or the earlier termination of the Registration Rights Agreement pursuant to its terms. Furthermore, under the Registration Rights Agreement, the Alta RRA Holders have certain demand rights and piggyback registration rights with respect to certain other underwritten offerings conducted by the Company for its own account or other shareholders of the Company. The Registration Rights Agreement contains customary indemnification and contribution obligations of the Company for the benefit of the Alta RRA Holders and vice versa (provided, however, that each Alta RRA Holder’s indemnification and contribution obligation is limited to the net proceeds received by such Alta RRA Holder from the sale of Registrable Securities pursuant to an offering made in accordance with the Registration Rights Agreement), in each case, subject to certain qualifications and exceptions.

In connection with entering into the Registration Rights Agreement, the Company also entered into a lockup agreement with each of the Alta RRA Holders (collectively, the “Lockup Agreements”), pursuant to which, among other things, each Alta RRA Holder agreed not to sell its portion of the Stock Consideration (as defined below) during the 180 days following the closing of the Acquisition; provided, however, that (i) the Alta RRA Holders may sell up to 25% of the Registrable Securities in a single shelf underwritten offering between the 31^st day following closing and the 90^th day following closing and up to an aggregate of 50% of the Registrable Securities pursuant to up to two shelf underwritten offerings in the first 180 days following closing, and (ii) certain Alta RRA Holders may sell their pro rata portion of up to an aggregate amount of 2,500,000 additional shares of common stock, no par value, of the Company under certain circumstances and subject to certain limitations. Pursuant to the Lockup Agreements, the Company also agreed with each Alta RRA Holder not to sell shares of common stock during the first 30 days following the closing of the Acquisition.

The foregoing description of the Registration Rights Agreement and the Lockup Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Registration Rights Agreement (including the form of Lockup Agreement), a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.