Letter to Clients with Respect to
Offer to Purchase
All Outstanding Shares of Common Stock
of
Trans Energy, Inc.
at
$3.58 Per Share, Net in Cash,
Pursuant to the Offer to Purchase
dated October 27, 2016
by
WV Merger Sub, Inc.
a wholly owned subsidiary of
EQT Corporation
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF MONDAY, NOVEMBER 28, 2016, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE SO EXTENDED, THE "EXPIRATION DATE"), UNLESS EARLIER TERMINATED.
To Our Clients:
Enclosed for your consideration is an Offer to Purchase, dated October 27, 2016 (as it may be amended or supplemented, the "Offer to Purchase"), and the related Letter of Transmittal (as it may be amended or supplemented, the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer"), relating to the offer by WV Merger Sub, Inc., a Nevada corporation (the "Purchaser") and a wholly owned subsidiary of EQT Corporation, a Pennsylvania corporation ("EQT"), to purchase all outstanding shares of common stock, par value $0.001 per share (each, a "Share" and collectively, the "Shares"), of Trans Energy, Inc., a Nevada corporation ("Trans Energy"), at a price of $3.58 per Share, net to the seller in cash, without interest (the "Offer Price") and less any required withholding tax, upon the terms and subject to the conditions set forth in the Offer. All capitalized terms used herein and not defined herein shall have the meaning ascribed to them in the Offer to Purchase.
We or our nominees are the holder of record of Shares held by us for your account. A tender of such Shares can be made only by us or our nominees as the holder of record and pursuant to your instructions. The Letter of Transmittal accompanying this letter is furnished to you for your information only and cannot be used by you to tender Shares held by us or our nominees for your account.
We request instructions as to whether you wish to tender any or all of the Shares held by us or our nominees for your account pursuant to the Offer.
Your attention is directed to the following:
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owned subsidiary of EQT (the "Merger"). At the effective time of the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (other than (i) shares of common stock held by Trans Energy or any of its wholly owned subsidiaries as treasury stock or owned by EQT or any of its subsidiaries, including the Purchaser, all of which will be cancelled and shall cease to exist, and (ii) Dissenting Shares (as defined in the Offer to Purchase), if any) will be converted into the right to receive an amount in cash equal to the Offer Price, less any required withholding tax.
If you wish to have us tender any or all of the Shares held by us for your account, please so instruct us by completing, executing and returning to us in the enclosed envelope the attached instruction form. Please forward your instructions to us in ample time to permit us to submit a tender on your behalf prior to the Expiration Date. If you authorize the tender of your Shares, all such Shares will be tendered unless otherwise specified on the attached instruction form.
Payment for Shares will be in all cases made only after such Shares are accepted by the Purchaser for payment pursuant to the Offer and the timely receipt by Computershare Trust Company, N.A., the depositary for the Offer (the "Depositary"), of (a) certificates for such Shares or a Book-Entry Confirmation (as defined in the Offer to Purchase) with respect to such Shares, (b) a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent's Message (as defined in the Offer to Purchase) in lieu of the Letter of Transmittal) and (c) any other documents required by the Letter of Transmittal or any other customary documents required by the Depositary. Accordingly, tendering stockholders may be paid at different times depending upon when certificates for Shares or Book-Entry Confirmations with respect to Shares are actually received by the Depositary. Under no circumstances will interest be paid on the Offer Price for Shares, regardless of any extension of the Offer or any delay in payment for Shares.
The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction.
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Instructions with Respect to
Offer to Purchase
All Outstanding Shares of Common Stock
of
Trans Energy, Inc.
at
$3.58 Per Share, Net in Cash,
Pursuant to the Offer to Purchase dated
October 27, 2016
by
WV Merger Sub, Inc.
a wholly owned subsidiary of
EQT Corporation
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF MONDAY, NOVEMBER 28, 2016, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE SO EXTENDED, THE "EXPIRATION DATE"), UNLESS EARLIER TERMINATED.
The undersigned acknowledge(s) receipt of your letter and the Offer to Purchase, dated October 27, 2016 (as it may be amended or supplemented, the "Offer to Purchase"), and the related Letter of Transmittal (as it may be amended or supplemented, the "Letter of Transmittal" and, together with the Offer to Purchase and other related materials, the "Offer"), in connection with the offer by WV Merger Sub, Inc., a Nevada corporation (the "Purchaser") and a wholly owned subsidiary of EQT Corporation, a Pennsylvania corporation, to purchase all of the outstanding shares of common stock, par value $0.001 per share (each, a "Share" and collectively, the "Shares"), of Trans Energy, Inc., a Nevada corporation, at a price of $3.58 per Share, net to the seller in cash, without interest (the "Offer Price") and less any required withholding tax, upon the terms and subject to the conditions set forth in the Offer.
The undersigned hereby instruct(s) you to tender the number of Shares indicated on the reverse (or if no number is indicated on the reverse, all Shares) that are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer.
The undersigned understands and acknowledges that all questions as to validity, form and eligibility of the surrender of any certificate representing Shares submitted on my behalf to Computershare Trust Company, N.A., the depositary for the Offer (the "Depositary"), will be determined by the Purchaser (which may delegate power in whole or in part to the Depositary) and such determination shall be final and binding.
The method of delivery of this document is at the election and risk of the tendering stockholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.
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| Number of Shares to be Tendered: | Shares* | |||||
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| Account Number: | Signature(s): | |||||
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| Capacity** |
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| Please Type or Print Name(s) Above | ||
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| Please Type or Print Address(es) Above | ||
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| Area Code and Telephone Number | ||
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| Taxpayer Identification or Social Security Number(s) |
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Please return this form to the brokerage firm or other nominee maintaining your account.
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