Common use of Signature Clause in Contracts

Signature. (Sign exactly as your name appears on the other side of this Series A Preferred Stock Certificate) Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT B OWNERSHIP NOTICE THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit C

Signature. (Sign exactly as your name appears on the other side of this Series A Preferred Stock Certificate) Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bankTHE UNDERSIGNED CERTIFIES THAT THE INFORMATION CONTAINED IN THIS APPLICATION AND ENROLLMENT FORM IS TRUE AND CORRECT AND AUTHORIZES NORTH AMERICAN TRANSACTION SERVICES, stockbrokerITS AFFILIATES SUBSIDIARIES, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ASSIGNS AND SERVICE PROVIDERS (“STAMPTHE NATS PARTIES”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition toOR PERSON TO WHOM THIS APPLICATION IS MADE AND ANY CREDIT BUREAU OR INVESTIGATIVE AGENCY TO INVESTIGATE THE INFORMATION CONTAINED WITHIN THIS APPLICATION AND OBTAIN INFORMATION ABOUT THE ACCOUNTS AND CREDIT EXPERIENCE OF THE UNDERSIGNED. THE UNDERSIGNED AUTHORIZES ALL PARTIES CONTACTED TO RELEASE CREDIT AND FINANCIAL INFORMATION REQUESTED AS A PART OF SAID INVESTIGATION. THE NATS PARTIES OR PERSON TO WHOM THIS APPLICATION IS MADE MAY ALSO DISCLOSE INFORMATION ABOUT THE UNDERSIGNED TO DEALERSHIPS, or in substitution forOTHER DEALERS, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedOTHER LENDERS AND CREDIT BUREAUS AND OTHER PERSONS INCLUDING ENTITIES AFFILIATED AND ASSOCIATED WITH THE NATS PARTIES. EXHIBIT B OWNERSHIP NOTICE THIS SHALL BE CONTINUING AUTHORIZATION FOR ALL PRESENT AND FUTURE INQUIRIES AND DISCLOSURES OF ACCOUNT INFORMATION AND CREDIT EXPERIENCE ON THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER UNDERSIGNED MADE BY THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), NATS PARTIES OR PERSON TO WHOM THIS APPLICATION IS MADE OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF PERSON REQUESTED TO RELEASE SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATIONINFORMATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO UNDERSIGNED AGREES THAT THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES NATS PARTIES MAY PROCESS DATA AND/OR RIGHTSINFORMATION IN ANY COUNTRY WHERE PARTIES MAY HAVE A PRESENCE. THE SHARES EVIDENCED BY UNDERSIGNED CERTIFIES THAT THE OWNERSHIP INFORMATION PROVIDED WITH THIS NOTICE APPLICATION IS ACCURATE AND COMPLETE AND THAT NEITHER THE UNDERSIGNED NOR ANY OF THE UNDERSIGNED’S DIRECT OR INDIRECT OWNERS ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS ANY PROHIBITIONS UNDER ANY REGULATION OR ORDERS OF THE CHARTERU.S. DEPT. OF TREASURY’S OFFICE OF FOREIGN ASSETS CONTR OL. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL UNDERSIGNED ALSO CERTIFIES THAT THEY DO NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, TRANSACTIONS PROHIBITED BY ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITYU.S. LAWS. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms I have read the terms and acknowledges that you are conditions contained on the registered owner of the number attached Accountholder Agreement and the class or series of shares of capital stock agree as a duly-authorized officer of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences is and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed shall be bound by the Chartersame. Any such request should be directed to the Corporate Secretary X (Signature of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares Authorizing Officer (the “Series A Preferred Stock”required)) of Equitrans Midstream Corporation (the “Company”Please Print Officer Name) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”Date) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities ActTitle), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit C

Signature. (Sign exactly as your name appears on the other side of this Series A B Preferred Stock Certificate) Signature Guarantee: 3 3 1 1 Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT B OWNERSHIP NOTICE THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual B Convertible Preferred Shares Stock (the “Series A B Preferred Stock”) of Equitrans Midstream Magellan Petroleum Corporation (the “CompanyCorporation”) This Certificate relates to [●] shares of Series A B Preferred Stock held by [●] (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form). The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A B Preferred Stock. In connection with such request and in respect of such Series A B Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A B Preferred Stock and that the transfer of this Series A B Preferred Stock does not require registration under the Securities Act of 1933 1933, as amended (the “Securities Act”) ), because */: ¨ ☐ such Series A B Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ ☐ such Series A B Preferred Stock is being transferred to the CompanyCorporation; ¨ or ☐ such Series A B Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such 144A. Such Series A B Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion opinion of Counsel counsel if the Company Corporation so requests). [INSERT NAME OF TRANSFEROR●] By: Date: */ Please check applicable box. Exhibit C.

Signature. (Sign exactly as your name appears on the other side face of this Series A Preferred Stock any Certificated Warrant Certificate) (Street Address) (City) (State) (Zip Code) Signature GuaranteeGuaranteed by: 3 3 Signature Signatures must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer AgentRegistrar, which requirements include membership or participation in the Securities Security Transfer Agents Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT Securities and/or check to be issued to: Please insert social security or identifying number: Name: Street Address: City, State and Zip Code: ASSIGNMENT FORM To assign this Warrant, fill in the form below: I or we assign and transfer this Warrant to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint agent to transfer this Warrant on the books of the Company. The agent may substitute another to act for him. Date: , Your Signature: (Sign exactly as your name appears on the face of any Certificated Warrant Certificate) (Street Address) (City) (State) (Zip Code) Signature Guaranteed by: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Date: , Exhibit B OWNERSHIP NOTICE [RESTRICTED COMMON STOCK LEGEND] Any Warrant exercised for Common Stock shall cause the Common Stock issued upon exercise of such Warrant to bear the legend set forth in the following paragraph: “THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE XXXXXXX 0 XX XXX XXXXXX XXXXXX SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN AND THE SECURITY EVIDENCED HEREBY MAY NOT BE REOFFEREDOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED SOLD OR OTHERWISE DISPOSED OF TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATIONAN APPLICABLE EXEMPTION THEREFROM. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST HOLDER OF THE HOLDER AFTER SECURITY EVIDENCED HEREBY AGREES FOR THE EXPIRATION BENEFIT OF THE APPLICABLE HOLDING PERIOD WITH RESPECT COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (i) TO RESTRICTED SECURITIES SET FORTH A PERSON WHO IS NOT ONE OF OUR “AFFILIATES” (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT ) NOR ACTING ON OUR BEHALF (a) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT OR (b) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (ii) TO THE TERMS COMPANY, OR (iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND CONDITIONS (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION CLAUSE (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONSA) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT ABOVE.” Exhibit C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK WARRANTS Re: Series A Perpetual Convertible Preferred Shares Warrants to Purchase Common Stock (the “Series A Preferred StockWarrants”) of Equitrans Midstream Corporation (the “Company”) Xxx Enterprises, Incorporated This Certificate relates to shares of Series A Preferred Stock Warrants held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form). The Transferor has requested the Transfer Warrant Agent by written order to exchange or register the transfer of Series A Preferred Stocka Warrant or Warrants. In connection with such request and in respect of each such Series A Preferred StockWarrant, the Transferor does hereby certify certifies that the Transferor is familiar with the Certificate Warrant Agreement dated as of Designations March 31, 2014, between Xxx Enterprises, Incorporated, a Delaware corporation, and Xxxxx Fargo Bank, National Association, as warrant agent (the “Warrant Agreement”), relating to the above-above captioned Series A Preferred Stock Warrants and the restrictions on transfers thereof as provided in Section 6 of such Warrant Agreement, and that the transfer of this Series A Preferred Stock Warrant does not require registration under the Securities Act of 1933 1933, as amended (the “Securities Act”) because */: and is otherwise in compliance with Section 6 of the Warrant Agreement, because:* ¨ such Series A Preferred Stock Such Warrant is being acquired for the Transferor’s own account account, without transfer; transfer (in satisfaction of Section 6(a)(y)(A) of the Warrant Agreement). ¨ such Series A Preferred Stock Such Warrant is being transferred to an institutional accredited investor within the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer meaning of subparagraph (as defined in a)(1), (a)(2), (a)(3) or (a)(7) of Rule 144A 501 under the Securities Act), . An opinion of counsel to the effect that such transfer does not require registration under the Act accompanies this Certificate and the transferee has provided a letter of representation in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred the form set forth in reliance on and in compliance with another exemption from Exhibit D to the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests)Warrant Agreement. [INSERT NAME OF TRANSFEROR] By: Date: */ Please check * Check the applicable box. box Exhibit CD [Form of Transferee Letter of Representation in Connection with Transfers to Institutional Accredited Investors] Xxxxx Fargo Shareowner Services 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxxxxx, XX 00000 Ladies and Gentlemen: In connection with our proposed purchase of warrants to purchase Common Stock, par value $0.01 per share (the “Securities”), of Xxx Enterprises, Incorporated (the “Company”), we confirm that:

Signature. (Sign exactly as your name appears on Signed by the other side PURCHASER at _ this _ day of 20 _. AS WITNESS: Witness signature: PURCHASER signature: PURCHASER: I acknowledge that I am acquainted with the contents of this Series A Preferred Stock Certificate) Signature GuaranteeAgreement and that all the annexures referred to in this Agreement were attached hereto when I signed same. Witness signature: 3 3 Signature must Consenting spouse signature: CONSENTING SPOUSE This portion to be guaranteed completed and signed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting member / director / trustee in the requirements event of the Transfer AgentPURCHASER being a close corporation / company / trust. I, which requirements include membership or participation the undersigned, Full Name of Representative Identity Number Physical Address Contact Telephone / Cellular Telephone Number hereby consents to the conclusion of this Agreement and guarantees and binds himself as surety for and co-principal debtor in solidum with the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined PURCHASER to the SELLER for the due and punctual fulfilment and discharge of all the conditions and obligations undertaken by the Transfer Agent in addition toPURCHASER to the SELLER pursuant to this Agreement, or in substitution for, STAMP, all in accordance under renunciation of the benefits of excussion and division with the Securities Exchange Act meaning and effect of 1934, as amendedwhich benefits and the renunciation thereof he acknowledges himself to be acquainted. EXHIBIT B OWNERSHIP NOTICE THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner No variation or amendment or novation of the number and Agreement shall prejudice the class or series of shares of capital stock of suretyship obligations hereby undertaken by the Company listed on Schedule A to this letter. In additionundersigned guarantor, please be advised the object being that the Company undersigned guarantor will furnish without charge to each shareholder of at all times be liable as surety and co-principle debtor, even if the Company who so requests Agreement is varied or amended or novated, and even if the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed PURCHASER is granted an indulgence by the CharterSELLER. Any such request should be directed to Signed by the Corporate Secretary Guarantor at _ _ this _ _ _day of 20_ . AS WITNESS: Witness signature: Guarantor signature: Guarantor name: Signed by the CompanySeller at _ _ _ this _ _ _day of 20 _. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. DatedAS WITNESS: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, ByWitness signature: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION Seller signature: SELLER Zimbali Resort Developments Joint Venture Partnership ANNEXURE "A" INSTALMENT SALE - CONDITIONS OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit CSALE

Signature. NOTICE: The above signature of the Holder hereof must correspond with the name as written upon the face of the Notes in every particular without alteration or enlargement or any change whatever. Notes Certificate Number (Sign exactly as your name appears on the other side if applicable): Number of Notes to be repurchased (if less than all, must be one Note or integral multiples in excess thereof): Social Security or Other Taxpayer Identification Number: * Include only if a Global Unit. ** Include only if not a Global Unit. SCHEDULE A* [SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE] The initial number of Notes evidenced by this Series A Preferred Stock CertificateGlobal Note is [ ]. The following increases or decreases in this Global Note have been made: Date Amount of decrease in number of Notes evidenced hereby Amount of increase in number of Notes evidenced hereby Number of Notes evidenced hereby following such decrease (or increase) Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is of authorized officer of Trustee * Include only if a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedGlobal Note. * Include only if a Global Unit. ** Include only if not a Global Unit. EXHIBIT B OWNERSHIP NOTICE [FORM OF FACE OF PURCHASE CONTRACT] [THIS SECURITY IS A GLOBAL PURCHASE CONTRACT WITHIN THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE NAME OF SUCH REGISTRATION A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. UNLESS SUCH TRANSACTION AND UNTIL IT IS EXEMPT FROMEXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, OR THIS SECURITY MAY NOT SUBJECT TOBE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM YORK CORPORATION (THE “COMPANYDEPOSITARY”) TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONSREGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]* * Include only if a Global Purchase Contract. CHANGE HEALTHCARE INC. PURCHASE CONTRACTS CUSIP No. 15912K 118 ISIN No. XX00000X 1189 No. [Initial]* Number of Purchase Contracts: ________ This letter confirms and acknowledges Purchase Contract certifies that you are [CEDE & CO., as nominee of The Depository Trust Company]* [ ]**, or its registered assigns (the “Holder”) is the registered owner of the number and the class of Purchase Contracts set forth above[, which number may from time to time be reduced or series of shares of capital stock of the Company listed increased as set forth on Schedule A to this letterhereto, as appropriate, in accordance with the terms of the Purchase Contract Agreement (as defined below), but which number of Purchase Contracts, taken together with the number of all other Outstanding Purchase Contracts, shall not exceed [•] Purchase Contracts at any time]*. In addition, please be advised that Each Purchase Contract consists of the rights of the Holder under such Purchase Contract with the Company. All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Each Purchase Contract evidenced hereby obligates the Company will furnish without charge to each shareholder deliver to the Holder of this Purchase Contract on the Company who so requests the powersMandatory Settlement Date a number shares of Common Stock, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof$0.001 par value (“Common Stock”), of the Company equal to the Mandatory Settlement Rate, unless such Purchase Contract has settled prior to the Mandatory Settlement Date, all as provided in the Purchase Contract Agreement and more fully described on the qualifications, limitations or restrictions of such preferences and/or rightsreverse hereof. Reference is hereby made to the further provisions set forth on the reverse hereof, which are fixed by further provisions shall for all purposes have the Chartersame effect as if set forth at this place. Any such request should be directed to the Corporate Secretary of the Company* Include only if a Global Unit. The shares of capital stock of the Company have been ** Include only if not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit CGlobal Unit.

Signature. (Sign exactly as your name appears on the other side of this Series A [·] Convertible Preferred Stock Certificatecertificate) Signature Guarantee: 3 3 * Signature must be guaranteed by an “eligible guarantor institution” that is (i.e., a bank, stockbroker, savings and loan association or credit union union) meeting the requirements of the Transfer AgentAgent and Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent and Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT Exhibit B OWNERSHIP NOTICE FORM OF RESTRICTED COMMON STOCK LEGEND THE SECURITIES IDENTIFIED HEREIN REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN AND MAY NOT BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN THE ABSENCE OF EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATIONLAWS. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE DIFFERENT CLASSES AND SERIES OF STOCK. THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS AND SERIES OF STOCK OR MORE THAN ONE AND THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES FOR EACH CLASS AND SERIES OF ANY CLASS STOCK (AND THE COMPANY AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF FUTURE CLASSES AND SERIES OF STOCK) WILL FURNISH BE FURNISHED WITHOUT CHARGE TO EACH SHAREHOLDER STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF REQUESTS. SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT REQUEST MUST BE MADE TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE. Exhibit C FORM OF CERTIFICATE OF TRANSFER FOR CONVERTIBLE PREFERRED STOCK (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner Transfers pursuant to Section 24 of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLCArticles Supplementary) , as Transfer AgentAgent [ ] , By[ ] Attn: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit C[ ]

Signature. Signature Guarantee: ------------------------------ (Sign exactly as your name appears on the other side of this Series Note) ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian -------------------------------- (cust) (minor) Under Uniform Gifts to Minors Act -------------------------------- (State) TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. Schedule A Preferred Stock Certificate(TO BE ATTACHED TO GLOBAL CERTIFICATES) Signature GuaranteeSCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting Stated Amount of Amount of Decrease Amount of Increase the requirements Global in Stated Amount in Stated Amount of Certificate of the Transfer Global the Global Following Such Signature of Authorizing Date Certificate Certificate Decrease or Increase Signatory EXHIBIT B INSTRUCTION FROM HOLDER TO COLLATERAL AGENT REGARDING REMARKETING JPMorgan Chase Bank, as Collateral Agent 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Institutional Trust Services Re: Senior Notes due 2007 of Toys "R" Us, Inc. (the "Company") The undersigned hereby notifies you in accordance with Section 4.5(f) of the Pledge Agreement, dated as of [ ], 2002 (the "Pledge Agreement"), among the Company, yourselves, as Collateral Agent, which requirements include membership Securities Intermediary and Custodial Agent, and The Bank of New York, as Purchase Contract Agent and as attorney-in-fact for the Holders of Normal Units and Stripped Units from time to time, that the undersigned elects to deliver $__________ aggregate principal amount of Notes for delivery to the Remarketing Agent (for remarketing pursuant to Section 4.5(f) of the Pledge Agreement) provided that such Holder may not make such election later than 10:00 a.m. (New York City time) on (i) the fourth Business Day immediately preceding the Initial Remarketing Date until the Business Day immediately following the Initial Remarketing Date, (ii) the fourth Business Day immediately preceding a Remarketing Period until the Business Day immediately following such Remarketing Period or participation in (iii) the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined tenth Business Day immediately preceding the Stock Purchase Date. The undersigned will, upon request of the Remarketing Agent, execute and deliver any additional documents deemed by the Transfer Remarketing Agent in addition toor by the Company to be necessary or desirable to complete the sale, or in substitution forassignment and transfer of the Notes tendered hereby. The undersigned hereby instructs you, STAMPupon receipt of the proceeds of such remarketing from the Remarketing Agent, all net of amounts payable to the Remarketing Agent in accordance with the Securities Exchange Act Pledge Agreement, to deliver such proceeds to the undersigned in accordance with the instructions indicated herein under "A. Payment Instructions." The undersigned hereby instructs you, in the event of 1934a Terminated Remarketing Period, as amended. EXHIBIT B OWNERSHIP NOTICE THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner upon receipt of the number Notes tendered herewith from the Remarketing Agent, to be delivered to the person(s) and the class or series of shares of capital stock of address(es) indicated herein under "B. Delivery Instructions." With this notice, the Company listed on Schedule A to this letter. In addition, please be advised undersigned hereby (i) represents and warrants that the Company will furnish without charge undersigned has full power and authority to each shareholder of tender, sell, assign and transfer the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does Notes tendered hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the undersigned is the record owner of any Notes tendered herewith in physical form or is a participant in The Depository Trust Company ("DTC") and the beneficial owner of any Notes tendered herewith by book-entry transfer to your account at DTC and (ii) agrees to be bound by the terms and conditions of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”Section 4.5(f) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if Pledge Agreement. Capitalized terms used herein but not defined shall have the Company so requests)meaning set forth in the Pledge Agreement. [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit C_______________ Signature:__________________________ Signature Guarantee: Name: Social Security or other Taxpayer Identification Number, if any: Address:

Signature. (Sign exactly as your name appears on the other side of this Series A Preferred Stock Capital Security Certificate) Signature Guarantee: 3 3 Signature *IMPORTANT READ CAREFULLY! The signature(s) to this assignment must correspond with the name(s) as written upon the face of the certificate in every particular without alteration, enlargement or change whatsoever. The signature(s) of the person(s) executing this power must be guaranteed by an “eligible guarantor institution” that institution which, at the time of issuing the guarantee, is a bankmember of, stockbroker, savings and loan association or credit union meeting a participant in the requirements of the Transfer Agent, which requirements include membership or participation in medallion signature guarantee program recognized by the Securities Transfer Agents Medallion Program Association. XXXXXXX X-0 XXXX XX XXXXXX SECURITY CERTIFICATE Certificate Number: Number of Common Securities: Certificate Evidencing Common Securities of MDC CAPITAL FUNDING TRUST [ ] Common Securities (“STAMP”liquidation amount $ per Common Security) MDC Capital Funding Trust [ ], a statutory business trust formed under the laws of the State of Delaware (the "Trust"), hereby certifies that _________________ (the "Holder") is the registered owner of common securities of the Trust representing undivided beneficial interests in the assets of the Trust designated the Common Securities (liquidation amount $ per Common Security) (the "Common Securities"). The Common Securities are transferable on the books and records of the Trust, in person or such by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designation, rights, privileges, restrictions, preferences and other “signature guarantee program” terms and provisions of the Common Securities represented hereby are issued and shall in all respects be subject to the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of [ ], [ ], as the same may be determined amended from time to time (the "Declaration"), including the designation of the terms of the Common Securities as set forth in Annex I to the Declaration. Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Common Securities Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Common Securities Guarantee and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. Upon receipt of this certificate, the Sponsor is bound by the Transfer Agent Declaration and is entitled to the benefits thereunder. By acceptance, the Holder agrees to treat, for United States federal income tax purposes, the Trust Debentures as indebtedness and the Common Securities as evidence of indirect beneficial ownership in addition to, or in substitution for, STAMP, all the Trust Debentures. This certificate and the rights of the parties hereunder shall be governed by and interpreted in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT B OWNERSHIP NOTICE THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner laws of the number State of Delaware and the class or series all rights and remedies shall be governed by such laws without regard to principles of shares conflict of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit Claws.

Signature. (Sign exactly In the event that the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as your name appears on the other side of this Series A Preferred Stock Certificate) Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that case may be, is a banknot completed, stockbroker, savings the Corporation and loan association or credit union meeting the requirements Rights Agent will deem the beneficial owner of the Transfer Agent, which requirements include membership Rights evidenced by this Right Certificate to be an Acquiring Person or participation an Affiliate or Associate thereof (as defined in the Securities Transfer Agents Medallion Program (“STAMP”Rights Agreement) and such Assignment or such other “signature guarantee program” as may Election to Purchaser will not be determined by the Transfer Agent in addition tohonored. Table of Contents EXHIBIT D FORM OF CLASS A COMMON STOCK RIGHT CERTIFICATE Certificate No. R- ____________ Rights NOT EXERCISABLE AFTER NOVEMBER 11, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT B OWNERSHIP NOTICE THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED 2028 OR EARLIER UNDER THE SECURITIES ACT OF 1933, CERTAIN CIRCUMSTANCES AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES RIGHTS AGREEMENT OR IF NOTICE OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY REDEMPTION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTSGIVEN. THE SHARES EVIDENCED BY THIS NOTICE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OPTION OF THE CHARTER. CORPORATION, AT $.01 PER RIGHT (PAYABLE IN CASH OR OTHER CONSIDERATION) ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. [THE RIGHTS REPRESENTED BY THIS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS EACH SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANYRIGHTS AGREEMENT.]* This certifies that ____________, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10or registered assigns, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of August 13, 2018 (the "Rights Agreement"), by and between Urstadt Xxxxxx Properties Inc., a Maryland corporation (the "Corporation"), and Computershare Inc., a Delaware corporation (the "Rights Agent"), to purchase from the Corporation at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M. (New York City time) on November 11, 2028 (the "Expiration Date"), except as hereinafter provided, at the office or offices of the Rights Agent designated for such purpose, one one-hundredth of a fully paid, nonassessable share of the Series J Participating Preferred Shares, par value $.01 per share ("Preferred Shares"), of the Corporation, at a purchase price of $85.00 per each one one-hundredth share (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase set forth on the reverse side hereof and the class or series certificate contained therein duly executed. The number of Rights evidenced by this Right Certificate (and the number of one-hundredths of a share which may be purchased upon the exercise thereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of November 12, 2018, based on the shares of capital stock Preferred Shares of the Company listed on Schedule A Corporation as constituted at such date. As provided in the Rights Agreement, the Purchase Price and the number of Preferred Shares which may be purchased upon the exercise of the Rights evidenced by this Right Certificate are subject to this lettermodification and adjustment upon the happening of certain events. In additionthe circumstances described in Section 11(a)(ii) of the Rights Agreement, please the securities issuable upon the exercise of the Rights evidenced hereby shall be advised that the Company Class A Common Shares and/or other securities of the Corporation. In the circumstances described in Section 13 of the Rights Agreement, the securities issuable upon the exercise of the Rights evidenced hereby shall be the common stock or similar equity securities of an entity other than the Corporation. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Corporation and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the office or offices of the Rights Agent designated for such purpose and at the Corporation's principal offices and may be obtained by the holder of any Rights upon written request to the Corporation's Secretary. This Right Certificate, with or without other Right Certificates, upon surrender at the office or offices of the Rights Agent designated for such purpose, with the Form of Election to Purchase and the certificate set forth on the reverse side hereof duly executed, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing the Rights entitling the holder to purchase a like aggregate number of Preferred Shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate may be redeemed by the Corporation at any time at a redemption price of $.01 per Right, payable in cash or other consideration as set forth in the Rights Agreement (which amount is subject to adjustment as provided in the Rights Agreement.) No fractional Preferred Shares (or other securities) will furnish without charge be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are an integral multiple of one one-hundredth of a share of Preferred Shares), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to each vote or receive dividends or be deemed for any purpose the holder of Preferred Shares or of any other securities of the Corporation which may at any time be issuable upon the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company who so requests Corporation or any right to vote for the powers, designations, preferences and relative participating, optional election of directors or other special rights of each class of stockupon any matter submitted to shareholders at any meeting thereof, or series thereofto give or withhold consent to any actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the CharterRights Agent. Any such request should be directed to the Corporate Secretary * The portion of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not legend in brackets shall be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel inserted only if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit Capplicable.

Signature. (Sign exactly as your name appears on the other side of this Series A Perpetual Preferred Stock Certificatecertificate) Signature Guarantee: 3 3 (Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. .) EXHIBIT B OWNERSHIP NOTICE THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT ELECTION TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A TENDER PERPETUAL PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE SALE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLCREMARKETING [ l ], as Transfer Agent, ByAgent [ l ] [ l ] [ l ] [ l ] Attention: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK [ l ] Telecopy: [ l ] Re: Series A B Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) , par value $0.01 per share, of Equitrans Midstream Corporation Peabody Energy Corporation, a Delaware corporation (the “Company”) This Certificate relates to shares The undersigned Holder hereby irrevocably notifies you in accordance with Section 10(b) of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to of the above-captioned Series A Perpetual Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities ActCertificate of Designations”; unless otherwise defined herein, terms defined in the Certificate of Designations are used herein as defined therein), that (i) it is a Holder of the Company’s 4.75% Convertible Junior Subordinated Debentures (the “Convertible Debentures”) because */that it has surrendered for conversion in connection with a Change of Control and that pursuant to such conversion it shall become a Holder of Perpetual Preferred Stock, and (ii) it is electing to tender for sale in the Remarketing Perpetual Preferred Stock. Date: ¨ such Series Signature: Guarantee: Please print name and address of Registered Holder: Name Social Security or other Taxpayer Identification Number, if any Address EXHIBIT B [Form of Face of Debenture] [THIS DEBENTURE IS A Preferred Stock GLOBAL DEBENTURE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO. AS NOMINEE OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”), OR A NOMINEE OF THE DEPOSITARY. THIS DEBENTURE IS EXCHANGEABLE FOR DEBENTURES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS DEBENTURE (OTHER THAN A TRANSFER OF THIS DEBENTURE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY) MAY BE REGISTERED UNLESS AND UNTIL THIS DEBENTURE IS EXCHANGED IN WHOLE OR IN PART FOR DEBENTURES IN DEFINITIVE FORM. UNLESS (A) THIS DEBENTURE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO PEABODY ENERGY CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, (B) ANY DEBENTURE ISSUED IS REGISTERED IN THE NAME REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND (C) ANY PAYMENT HEREON IS MADE TO U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY, AND EXCEPT AS OTHERWISE PROVIDED IN THE INDENTURE, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1 1 Include for Global Debentures. 4.75% CONVERTIBLE JUNIOR SUBORDINATED DEBENTURE DUE 2066 CUSIP ISIN No. $ PEABODY ENERGY CORPORATION This Debenture is being acquired one of a duly authorized series of Securities of PEABODY ENERGY CORPORATION (the “Debentures”), all issued under and pursuant to an indenture (the “Base Indenture”) dated as of December 20, 2006, duly executed and delivered by PEABODY ENERGY CORPORATION, a Delaware corporation (the “Company,” which term includes any successor corporation under the Indenture, as hereinafter referred to), and U.S. Bank National Association (the “Trustee”), as supplemented by the First Supplemental Indenture thereto dated as of December 20, 2006 (the “First Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), between the Company and the Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Debentures. The Company, for value received, hereby promises to pay to or its registered assigns, the principal sum of U.S. Dollars ($ ) on the Final Maturity Date of the Debentures, subject to the Company; ¨ ’s obligation in certain circumstances to make all or part of such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined payment earlier in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance accordance with another exemption from the registration requirements Section 2.10 of the Securities Act (First Supplemental Indenture and based on an Opinion of Counsel if subject to the further condition that the Debentures may be earlier redeemed by the Company so requests)pursuant to Section 2.9 of the First Supplemental Indenture or converted by the Holders thereof pursuant to Section 2.15 and Section 2.16 of the First Supplemental Indenture. [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable boxSubject to Section 2.5, Section 2.6, Section 2.7 and Section 2.8 of the First Supplemental Indenture, Interest Payment Dates shall be June 15 and December 15, commencing on June 15, 2007. Exhibit CReference is hereby made to the further provisions of this Debenture set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth here.

Signature. (Sign exactly as your name appears on the other side of this Series A Preferred Stock Certificate) Signature Guarantee: 3 3 Signature must be guaranteed by a participant in a recognized Signature Guarantee Medallion Program or other signature guarantor program reasonably acceptable to the Trustee) TO BE COMPLETED BY PURCHASER IF BOX (3) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this certificated Note for its own account or an “eligible guarantor institution” account with respect to which it exercises sole investment discretion and that it and any such account is a bank, stockbroker, savings and loan association or credit union meeting “qualified institutional buyer” within the requirements meaning of the Transfer Agent, which requirements include membership or participation in Rule 144A under the Securities Transfer Agents Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: NOTICE: To be executed by an executive officer Signature Guarantee: Signature (Signature must be guaranteed by a participant in a recognized Signature Guarantee Medallion Program (“STAMP”or other signature guarantor program reasonably acceptable to the Trustee) [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Principal Amount of this Global Signature of authorized Date of Amount of decrease in Principal Amount of increase in Principal Note following such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, decrease or in substitution for, STAMP, all in accordance with the signatory of Trustee or Exchange Amount of this Global Note Amount of this Global Note increase Securities Exchange Act of 1934, as amended. EXHIBIT B OWNERSHIP NOTICE THE SECURITIES IDENTIFIED HEREIN HAVE Custodian THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWSOR OTHER JURISDICTION. NEITHER THESE SECURITIES THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE FOREGOING HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION RESALE RESTRICTION TERMINATION DATE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TERMS COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND CONDITIONS ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (INDENTURE REFERRED TO ON THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTSREVERSE HEREOF. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER RELIANCE STEEL & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit CALUMINUM CO.

Signature. EXHIBIT C INVESTMENT ADVISERS ALL PORTFOLIOS BEA Associates EXHIBIT D APPROVED FOREIGN SUB-CUSTODIANS AND SECURITIES DEPOSITORIES ALL PORTFOLIOS FOREIGN SUB-CUSTODIAN COUNTRY(IES) SECURITIES DEPOSITORIES EXHIBIT E CUSTODY FEES AND TRANSACTION CHARGES (Sign exactly as your name appears on XXX XXXX-SHORT MARKET NEUTRAL FUND) DOMESTIC FEES. Assets maintained by the other side of this Series A Preferred Stock CertificateXXX Xxxx-Short Market Neutral Fund ("Portfolio One") Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” United States are hereinafter referred to as may be determined by the Transfer Agent in addition to"Domestic Assets". FOR PURPOSES OF CALCULATING THE ANNUAL FEE HEREINAFTER PROVIDED FOR AND CHARGING THE TRANSACTION FEES HEREINAFTER PROVIDED FOR, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT B OWNERSHIP NOTICE THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF ALL DOMESTIC ASSETS HELD IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT ACCOUNT ESTABLISHED PURSUANT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF CUSTODY ACCOUNT AMONG THE COMPANY, THEN BY ACCEPTANCE HEREOF CUSTODIAN AND ONLY UNTIL APRIL 10BEAR XXXXXXX, 2021DATED AS OF MAY __, 1998, SHALL BE DEEMED TO BE HELD IN THE HOLDER CUSTODY ACCOUNT OF PORTFOLIO ONE UNDER THIS AGREEMENT AND ALL TRANSACTIONS IN SUCH DOMESTIC ASSETS SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE OCCURRED IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITYSUCH CUSTODY ACCOUNT. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are Portfolio One shall pay Custodian the registered owner of the number following fees for Domestic Assets and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within following charges for transactions in the United States or toStates, or for the account or benefit of, U.S. persons except pursuant all such fees and charges to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit Cbe payable monthly:

Signature. (Sign exactly as your name appears on the other side Date: ------------------------------------------ Signature Guaranteed: ------------------------------------------ SCHEDULE OF EXCHANGES OF CERTIFICATED WARRANTS The following exchanges of a part of this Series A Preferred Stock CertificateGlobal Warrant for certificated Warrants have been made: Number of Amount of AMOUNT OF WARRANTS DECREASE INCREASE of this Global SIGNATURE OF IN NUMBER OF IN NUMBER OF WARRANT FOLLOWING AUTHORIZED WARRANTS OF THIS WARRANTS OF THIS SUCH DECREASE OFFICER DATE OF EXCHANGE GLOBAL WARRANT GLOBAL WARRANT (OR INCREASE) Signature Guarantee: 3 3 Signature must OF WARRANT AGENT ----------------- ---------------- ---------------- ----------------- ---------------- This is to be guaranteed by an “eligible guarantor institution” that included only if the Warrant is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedglobal form. EXHIBIT B OWNERSHIP NOTICE THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C "B" CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK RESTRICTED SECURITIES Re: Series A Perpetual Convertible Preferred Shares Warrants to Purchase Common Stock, par value $.01 per share (the “Series A Preferred Stock”) "Warrants"), of Equitrans Midstream Gothic Energy Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock __________ Warrants held in book-entry or definitive form by _________________________ (the “"Transferor”) in */: ¨ book entry form; or ¨ definitive form"). The Transferor (check applicable box): [ ] has requested the Transfer Agent by written order to deliver in exchange for its beneficial interest in the Global Certificate held by the Depositary a Warrant or Warrants in definitive registered form equal to its beneficial interest in Warrants represented by such Global Certificate (or the portion thereof indicated above); or [ ] has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stocka Warrant or Warrants. In connection with such request and in respect of such Series A Preferred Stockrequest, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations Warrant Agreement (the "Agreement") relating to the above-captioned Series A Preferred Stock Warrants and the restrictions on transfers thereof as provided in Section 6 of such Agreement, and that the transfer of this Series A Preferred Stock Warrant requested hereby does not require registration under the Securities Act of 1933 (the “Securities Act”as defined below) because */because: ¨ such Series A Preferred Stock [ ] Such Warrants is being acquired for the Transferor’s 's own account account, without transfer; ¨ such Series A Preferred Stock is being transferred to transfer (in satisfaction of Section 6(a)(y)(A) of the Company; ¨ such Series A Preferred Stock Agreement). [ ] Such Warrant is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act")), in reliance on Rule 144A; 144A or ¨ in accordance with Regulation S under the Securities Act. If such Series A Preferred Stock transfer is in accordance with Regulation S, an opinion of counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. [ ] Such Warrant is being transferred in accordance with Rule 144 under the Securities Act. An opinion of counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. [ ] Such Warrant is being transferred in reliance on and in compliance with another an exemption from the registration requirements of the Securities Act, other than Rule 144A or Rule 144 or Regulation S under the Securities Act. An opinion of counsel to the effect that such transfer does not require registration under the Securities Act (and based on an Opinion of Counsel if the Company so requests)accompanies this Certificate. [INSERT NAME OF TRANSFERORInsert Name of Transferor] Date: By: Date------------------------------------ EXHIBIT "C" THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE ACT) OR (B) IT IS AN "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a) UNDER THE ACT) (AN "ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A XXXXX XXX XXX, (X) XXXXXX XXX XXXXXX XXXXXX XX AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE OR TRANSFER AGENT A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE WARRANT AGENT FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE ACT (IF AVAILABLE) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND, IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR OR SUCH TRANSFER IS MADE IN ACCORDANCE WITH CLAUSES (D) OR (E) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE WARRANT AGENT AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE ACT. EXHIBIT "D" TRANSFEREE LETTER OF REPRESENTATION Gothic Energy Corporation 5727 Xxxxx Xxxxx Xxxxxx - Suite 700 Tulsa, Oklahoma 74105 Ladies and Gentlemen: */ Please check applicable box. Exhibit CIn connection with our proposed purchase of Warrants to purchase Common Stock (the "Securities") of Gothic Energy Corporation (the "Company"), we confirm that:

Signature. (Sign exactly Signature must conform in all respects to name as your name appears specified on the other side of this Series A Preferred Stock Certificate) Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements face of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”Warrant Certificate.) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Date: -------------------------------- EXHIBIT A - PAGE 3 25 EXHIBIT B OWNERSHIP NOTICE FORM OF WARRANT CERTIFICATE THE OFFER AND SALE OF THE WARRANTS EVIDENCED BY THIS CERTIFICATE AND THE SECURITIES IDENTIFIED HEREIN ISSUABLE UPON AN EXERCISE OF SUCH WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SALE OR TRANSFER OR THE COMPANY RECEIVES AN OPINION OF COUNSEL (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN WHICH MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED COUNSEL FOR THE COMPANY) STATING THAT SUCH SALE OR OTHERWISE DISPOSED OF IN TRANSFER IS EXEMPT FROM THE ABSENCE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATIONACT. THE FOREGOING LEGEND WILL BE REMOVED WARRANTS REPRESENTED BY THIS CERTIFICATE AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN ISSUABLE UPON THE REQUEST AN EXERCISE OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT SUCH WARRANTS ARE ALSO SUBJECT TO RESTRICTED SECURITIES ADDITIONAL RESTRICTIONS ON TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN RULE 144 UNDER A WARRANT PURCHASE AGREEMENT BY AND AMONG THE SECURITIES ACTCOMPANY, CRUTTENDEN ROTH XXXORPORATED AND PRINCIPAL FINANCIAL SECURITIES, INC., DATED AS OF _________________, 1997, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS. SUBJECT TO TERMS NOT DEFINED HEREIN SHALL HAVE THE TERMS AND CONDITIONS MEANINGS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION WARRANT PURCHASE AGREEMENT. No. W-2 75,000 Warrants WARRANT CERTIFICATE This Warrant Certificate (THE “COMPANY”"Warrant Certificate") certifies that Principal Financial Securities, Inc., a Texas corporation ("Principal"), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN or registered assigns, is the Registered Holder of Seventy-Five Thousand (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME75,000) Warrants ("Warrants") to purchase Common Stock of ErgoBilt, THE “CHARTER”Inc., a Texas corporation (the "Company"). Each Warrant entitles the holder, THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERSsubject to the conditions set forth herein and in the Warrant Purchase Agreement referred to below, DESIGNATIONSto purchase from the Company at any time during the Warrant Exercise Period, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms one fully paid and acknowledges that you are the registered owner nonassessable share of the number and the class or series of shares of capital stock Common Stock of the Company listed (the "Warrant Shares") at a price per Warrant Share (the "Warrant Exercise Price") equal to 120% of the initial offering price to the public of shares sold in the Offering, subject to adjustment as provided in Section 1.4 of the Warrant Purchase Agreement, payable in lawful money of the United States of America, upon surrender of this Warrant Certificate, execution of the form of Election to Purchase on Schedule A the reverse hereof, and payment of the Warrant Exercise Price to this letter. In additionthe Company, please be advised that at its offices located at 5000 Xxxxxx Xxxxx, Xxxxxx, Xxxxx 00000, xx at such other address as the Company will furnish without charge may specify in writing to each shareholder the Registered Holder of the Warrants evidenced hereby (the "Warrant Office"). The Warrant Exercise Price and number of Warrant Shares purchasable upon exercise of the Warrants are subject to adjustment during the Warrant Exercise Period upon the occurrence of certain events as set forth in Section 1.4 of the Warrant Purchase Agreement. The Company may deem and treat the Registered Holder of the Warrants evidenced hereby as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. Warrant Certificates, when surrendered at the office of the Company who so requests at the powersabove-mentioned address by the Registered Holder hereof in person or by a legal representative duly authorized in writing, designationsmay be exchanged, preferences in the manner and relative participatingsubject to the limitations provided in the Warrant Purchase Agreement, optional but without payment of any service charge, for a new Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants. Upon due presentment for registration of transfer of this Warrant Certificate at the office of the Company at the above-mentioned address and subject to the conditions set forth on this Certificate and in Sections 1.7 and 1.8 of the Warrant Purchase Agreement, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued in exchange for this Warrant Certificate to the transferee(s) and, if less than all the Warrants evidenced hereby are to be transferred, to the Registered Holder hereof, subject to the limitations provided in the Warrant Purchase Agreement, without charge except for any tax or other special rights governmental charge imposed in connection therewith. This Warrant Certificate is one of each class the Warrant Certificates referred to in the Warrant Purchase Agreement, dated as of stock___________, or series thereof1997 (the "Warrant Purchase Agreement"), among the Company, Cruttenden Roth Xxxorporated and Principal. Said Warrant Purchase Agreement is hereby incorporated by referenced in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit Cholders.

Signature. (Sign exactly as your name appears on the other side of this Series A Preferred Stock Security Certificate) Signature Guarantee*: 3 3 * Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer AgentRegistrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities and Exchange Act of 1934, as amended. EXHIBIT B OWNERSHIP NOTICE THE SECURITIES IDENTIFIED HEREIN HAVE XXXXXXX X-0 FORM OF COMMON SECURITY CERTIFICATE THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR ANY STATE SECURITIES LAWSLAWS OR ANY OTHER APPLICABLE SECURITIES LAW. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFEREDCertificate Number Number of Common Securities Certificate Evidencing Common Securities of NEXITY CAPITAL TRUST III Floating Rate Common Securities (Liquidation Amount $1,000.00 per Common Security) due July 1, SOLD2038 NEXITY CAPITAL TRUST III, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION a statutory trust created under the laws of the State of Delaware (THE the “COMPANYTrust”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN hereby certifies that Nexity Financial Corporation (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE the “CHARTERHolder”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are is the registered owner of the number and the class or series of shares of capital stock common securities of the Company listed on Schedule A to this letter. In addition, please be advised that Trust representing undivided beneficial interests in the Company will furnish without charge to each shareholder assets of the Company who so requests Trust designated the powersFloating Rate Common Securities (liquidation amount $1,000.00 per Common Security) (the “Common Securities”). The Common Securities are transferable on the books and records of the Trust, designationsin person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designation, rights, privileges, restrictions, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, terms and provisions of the Company Common Securities represented hereby are issued and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should shall in all respects be directed subject to the Corporate Secretary provisions of the Company. The shares of capital stock Amended and Restated Trust Agreement of the Company have been not been registered under the Securities Act andTrust dated as of June 20, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC2008, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares the same may be amended from time to time (the “Series A Preferred StockTrust Agreement”) ), including the designation of Equitrans Midstream Corporation (the “Company”) This Certificate relates terms of the Common Securities as set forth in Annex I to shares of Series A Preferred Stock held by (the “Transferor”) Trust Agreement. Capitalized terms used but not defined herein shall have the meaning given them in */: ¨ book entry form; or ¨ definitive formthe Trust Agreement. The Transferor has requested Company will provide a copy of the Transfer Agent by Trust Agreement and the Indenture (including any supplemental indenture) to a Holder without charge upon written order request to exchange or register the transfer Company at its principal place of Series A Preferred Stockbusiness. In connection with such request and in respect Upon receipt of such Series A Preferred Stockthis certificate, the Transferor does hereby certify that Company is bound by the Transferor Trust Agreement and is familiar with the Certificate of Designations relating entitled to the above-captioned Series A Preferred Stock benefits thereunder. By its acceptance hereof, the Holder agrees to treat, for United States federal income tax purposes, the Notes as indebtedness and that the transfer Common Securities as evidence of this Series A Preferred Stock does indirect beneficial ownership in the Notes. This Security is not require registration under a deposit and is not insured by the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; Federal Deposit Insurance Corporation or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit Cany governmental agency.

Signature. (Sign exactly as your name appears on the other side of this Series A Preferred Stock Certificate) Signature Guarantee: 3 3 (Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT B OWNERSHIP NOTICE THE .) ANNEX II COMMON STOCK LEGEND THESE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE REOFFEREDOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED TRANSFERRED OR OTHERWISE DISPOSED OF IN EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ABSENCE SECURITIES ACT (WHICH TRANSACTION SHALL BE ACCOMPANIED BY AN OPINION OF COUNSEL (WHICH COUNSEL MAY BE IN-HOUSE COUNSEL TO SUCH REGISTRATION OR UNLESS HOLDER) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM, OR DOES NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO REQUIRE REGISTRATION UNDER THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE ACT AND OTHER APPLICABLE HOLDING PERIOD WITH RESPECT LAWS) OR (2) PURSUANT TO RESTRICTED AN EFFECTIVE REGISTRATION STATEMENT RELATING TO SUCH SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS. THESE SECURITIES ARE SUBJECT TO THE TERMS AND CONDITIONS RESTRICTIONS SET FORTH IN THE STOCK PURCHASE AGREEMENT DATE NOVEMBER 24, 2013 AND EXECUTED BY THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. ANNEX III PREFERRED STOCK LEGEND THESE SECURITIES AND THE SECURITIES ISSUABLE UPON THE EXCHANGE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANYSECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (WHICH TRANSACTION SHALL BE ACCOMPANIED BY AN OPINION OF COUNSEL (WHICH COUNSEL MAY BE IN-HOUSE COUNSEL TO SUCH HOLDER) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE LAWS) OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATING TO SUCH SECURITIES UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON THE EXCHANGE THEREOF ARE SUBJECT TO RESTRICTIONS SET FORTH IN THE STOCK PURCHASE AGREEMENT DATE NOVEMBER 24, 2013 AND EXECUTED BY THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. ANNEX IV FORM OF TRANSFEREE AGREEMENT TRANSFEREE AGREEMENT, dated as of [●] (this “Agreement”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIMEbetween DHT Holdings, THE “CHARTER”)Inc., THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are a corporation organized under the registered owner laws of the number and the class or series of shares of capital stock Republic of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation Mxxxxxxx Islands (the “Company”) This Certificate relates to shares ), and [Name of Series A Preferred Stock held by Transferee] (the “TransferorTransferee”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit C.

Signature. (Sign exactly as your name appears on I have read this Claim Form and Release. I declare under penalty of perjury under the other side of this Series A Preferred Stock Certificate) Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements laws of the Transfer AgentUnited States and the State of California that all of the information I provided in this Claim Form is true and correct to the best of my knowledge. The release and waivers of claims herein are given knowingly and voluntarily. Date: Signature 4840-0712-9380, which requirements include membership or participation v. 1 EXHIBIT 2 Exhibit 2 (Class Notice) IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA IN AND FOR THE COUNTY OF MARIN Xxxxxxx Xxxxxx v. Moana Hotel and Restaurant Group, LLC; Piatti Restaurant Company, LP; and DOES One through Twenty, Case No. CV082368 NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION, PRELIMINARY APPROVAL OF SETTLEMENT, AND HEARING DATE FOR FINAL COURT APPROVAL TO: All current and former non-exempt employees who were employed at a Piatti restaurant location in the Securities Transfer Agents Medallion Program State of California from May 14, 2004 to May 9, 2015 (the “STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT B OWNERSHIP NOTICE THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACTSettlement Class”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATIONA Proposed Settlement has been reached among the parties in the above captioned action pending in the Superior Court of California for the County of Marin. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACTThe Court has preliminarily approved the Proposed Settlement and conditionally certified the Settlement Class for purposes of settlement only. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges You have received this Notice because Defendant’s records indicate that you are the registered owner a member of the number and the class or series of shares of capital stock Settlement Class. This Notice informs you of the Company listed on Schedule A Proposed Settlement and its terms and of your rights to participate in the Proposed Settlement, object to the Proposed Settlement, or exclude yourself from the Proposed Settlement. Capitalized terms not defined in this letterNotice are defined in the Proposed Settlement filed with the Court. In additionPLEASE READ THIS ENTIRE NOTICE CAREFULLY YOUR RIGHTS MAY BE AFFECTED BY THE PROPOSED SETTLEMENT DESCRIBED IN THIS NOTICE YOUR LEGAL RIGHTS AND OPTIONS IN THIS PROPOSED SETTLEMENT PARTICIPATE IN THE PROPOSED SETTLEMENT To participate in the Proposed Settlement and receive money, please you must complete the enclosed Claim Form and submit it to the Settlement Administrator by , 2015. By completing and submitting the enclosed Claim Form you will give up your right to sue Defendants as set forth below. Your estimated Settlement Award is detailed in the enclosed Claim Form. ASK TO BE EXCLUDED FROM THE PROPOSED SETTLEMENT To exclude yourself from the Proposed Settlement, you must complete the enclosed Opt-Out Form and mail it to the Settlement Administrator by , 2015. By completing and mailing the enclosed Opt-Out Form, you will not be advised able to participate in the Proposed Settlement and you will receive no money. If you opt-out, you will not be subject to the release contained in the Proposed Settlement and, at your own expense, may pursue any claims you may have against Defendants OBJECT TO THE PROPOSED SETTLEMENT If you disagree with the Proposed Settlement, you may submit an objection, provided that you also did not complete and mail an Opt-Out Form. You cannot both ask to be excluded and object to the Company settlement. DO NOTHING If you do not complete and submit the enclosed Claim Form, you will furnish without charge to each shareholder receive no money from the Proposed Settlement. If you do not submit an Opt-Out Form you will be bound by the terms of the Company who so requests the powers, designations, preferences Proposed Settlement and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charterwill give up your right to see Defendants as forth below. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit CWHAT THIS NOTICE CONTAINS BASIC INFORMATION Page 5

Signature. (Sign exactly Signature must conform in all respects to name of holder as your name appears specified on the other side face of this Series A the Warrant Certificate.) Date:_____________ * Consisting of: _____ shares of Common Stock _____ shares of Convertible Preferred Stock Certificate) Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT B OWNERSHIP NOTICE XXXXXXX X-0 FORM OF SERIES C WARRANT CERTIFICATE THE SECURITIES IDENTIFIED HEREIN WARRANTS AND SHARES REPRESENTED BY THIS SERIES C WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST LAW AND MAY NOT BE SOLD OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS AN EXEMPTION THEREFROM UNDER SUCH TRANSACTION ACT OR LAW. SUCH WARRANTS AND SHARES MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN AND ARE SUBJECT TO OTHER PROVISIONS OF THE WARRANT AGREEMENT, DATED AS OF JULY 12, 1995, (AS AMENDED) BETWEEN THE ISSUER AND CREDITANSTALT CORPORATE FINANCE, INC., A COMPLETE AND CORRECT COPY OF WHICH IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATIONAVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE ISSUER AND WILL BE FURNISHED TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. WARRANTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS CERTAIN MANDATORY REDEMPTION AND CONDITIONS EXCHANGE RIGHTS MORE FULLY SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION WARRANT AGREEMENT. Certificate No. C-_____ [Date] EXERCISABLE ONLY ON OR BEFORE August 22, 2007 Series C Warrant Certificate This Series C Warrant Certificate (THE “COMPANY”this "Warrant Certificate") certifies that Creditanstalt-Bankverein ("Creditanstalt"), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN or registered assigns, is the registered holder of 650,000 Warrants (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIMEthe "Warrants") to purchase Common Stock or Convertible Preferred Stock of Uncle B's Bakery, THE “CHARTER”Inc., an Iowa corporation (the "Issuer"). Each Warrant entitles the holder, but only subject to the conditions set forth herein and in the Warrant Agreement referred to below, to purchase from the Issuer before 5:00 P.M., New York time, on August 22, 2007 (the "Expiration Date"), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERSone (1) fully paid and nonassessable share of the Common Stock or Convertible Preferred Stock of the Issuer (the "Warrant Shares") in the percentages and to the extent set forth in the Warrant Agreement, DESIGNATIONSat a price (the "Exercise Price") of $0.01 per Warrant payable in lawful money of the United States of America, PREFERENCES AND RELATIVE PARTICIPATINGupon surrender of this Warrant Certificate, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONSexecution of the annexed Form of Election to Purchase and payment of the Exercise Price at the office of the Issuer at 000 Xxxxxxx Xxxxxx, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED INXxxxxxxxx, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITHIowa 50075, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are or such other address as the Issuer may specify in writing to the registered owner holder of Warrants evidenced hereby (the "Warrant Office"). In lieu of exercising Warrants pursuant to the immediately preceding sentence, the Warrant holder shall have the right to require the Issuer to convert the Warrants, in whole or in part and at any time or times, into Warrant Shares, by surrendering to the Issuer the Warrant Certificate evidencing the Warrants to be converted, accompanied by the annexed Form of Notice of Conversion which has been duly completed and signed. The Exercise Price and number of Warrant Shares purchasable upon exercise of the number and Warrants are subject to adjustment prior to the class or series of Expiration Date as set forth in the Warrant Agreement. In no event shall this Warrant be exercisable for shares of Common Stock or Convertible Preferred Stock which, when aggregated with all other capital stock of the Company listed on Schedule A Issuer (other than shares of Non-Attributable Stock) then held or previously held by or currently issuable without restriction to this letter. In additionCreditanstalt or its Affiliates would, please be advised that the Company will furnish without charge to each shareholder upon issuance, represent in excess of 24.99% of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, Equity of the Company and Issuer (defined in the qualificationsWarrant Agreement) unless such shares, limitations or restrictions of such preferences and/or rightswhen issued, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred would constitute Non-Attributable Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities ActWarrant Agreement). No Warrant may be exercised after 5:00 P.M., New York time, on the Expiration Date and (except as otherwise provided in the Warrant Agreement) all rights of the registered holders of the Warrants shall cease after 5:00 P.M., New York time, on the Expiration Date. The Issuer may deem and treat the registered holders of the Warrants evidenced hereby as the absolute owners thereof (notwithstanding any notation of ownership or other writing hereon made by anyone), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on for the purpose of any exercise hereof and in compliance with another exemption from of any distribution to the registration requirements holders hereof and for all other purposes, and the Issuer shall not be affected by any notice to the contrary. Warrant Certificates, when surrendered at the office of the Securities Act Issuer at the Warrant Office by the registered holder hereof in person or by a legal representative duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants. Upon due presentment for registration of transfer of this Warrant Certificate at the Warrant Office, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued in exchange for this Warrant Certificate to the transferee(s) and, if less than all the Warrants evidenced hereby are to be transferred, to the registered holder hereof, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith. This Warrant Certificate is one of the Warrant Certificates referred to in the Warrant Agreement, dated as of July 12, 1995, (as amended) between the Issuer and based on an Opinion Creditanstalt Corporate Finance, Inc. Said Warrant Agreement is hereby incorporated by reference in and made a part of Counsel if this instrument and is hereby referred to for a description of the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit Crights, limitation of rights, obligations, duties and immunities thereunder of the Issuer and the holders.

Signature. (Sign exactly as your name appears The above information is true and correct. The undersigned recognizes that the Company and its counsel are relying on the other side truth and accuracy of this Series A Preferred Stock Certificatesuch information in reliance on the exemption contained in Subsection 4(2) Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 19341933, as amended, and Regulation D promulgated thereunder. EXHIBIT B OWNERSHIP NOTICE The undersigned agrees to notify the Company promptly of any changes in the foregoing information, which may occur prior to the investment. Executed at , on , 2007 (Signature) Exhibit A NEITHER THESE SECURITIES NOR THE SECURITIES IDENTIFIED HEREIN ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR ANY STATE SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST ACT OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER AND THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES ISSUABLE UPON EXERCISE OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE THESE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL MAY BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. PLEDGED IN CONNECTION WITH ANY TRANSFERA BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES. BROOKE CORPORATION WARRANT Warrant No. [ ] Date of Original Issuance: ______ Brooke Corporation, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation a Kansas corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by ), hereby certifies that, for value received, or its registered assigns (the “TransferorHolder”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested ), is entitled to purchase from the Transfer Agent by written order Company up to exchange or register the transfer a total of Series A Preferred Stock. In connection with such request and in respect [ ] shares of such Series A Preferred Stockcommon stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 $0.01 par value per share (the “Securities ActCommon Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) because */: ¨ such Series A Preferred Stock is being acquired for at an exercise price equal to $16.20 per share (as adjusted from time to time as provided in Section 9, the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred “Exercise Price”), at any time and from time to time through and including the Company; ¨ such Series A Preferred Stock is being transferred earlier to a qualified institutional buyer occur of (a) the Call Event Expiration Date (as defined in Rule 144A under below) and (b) June 28, 2012 (the Securities Actearlier to occur of (a) and (b), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on the “Expiration Date”), and in compliance with another exemption from subject to the registration requirements of the Securities Act (following terms and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit Cconditions:

Signature. (Sign exactly as your name appears on the other side of this Series A Preferred Stock Security Certificate) Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT B OWNERSHIP NOTICE THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT TRANSFER OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION THIS CERTIFICATE IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES TRUST AGREEMENT REFERRED TO BELOW. CERTIFICATE NO. NUMBER OF INCORPORATION COMMON SECURITIES: CUSIP NO. CERTIFICATE EVIDENCING COMMON SECURITIES OF EQUITRANS MIDSTREAM CORPORATION DISNEY CAPITAL TRUST [I / II / III] % COMMON SECURITIES (THE “COMPANY”LIQUIDATION AMOUNT $ PER COMMON SECURITY) DISNEY CAPITAL TRUST [I / II / III], a statutory trust created under the laws of the State of Delaware (the "Trust"), INCLUDING hereby certifies that THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE XXXX DISNEY COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONSthe "Holder") THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are is the registered owner of the number and the class or series of shares of capital stock common securities of the Company listed on Schedule A to this letter. In addition, please be advised that Trust representing an undivided beneficial ownership interest in the Company will furnish without charge to each shareholder assets of the Company who so requests Trust designated the powers" % Common Securities" (liquidation amount $ per Common Security) (the "Common Securities"). The Common Securities are not transferable and any attempted transfer thereof shall be void except as permitted by applicable law and by Section 7.9 of the Trust Agreement (as defined below). The designation, designationsrights, privileges, restrictions, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, terms and provisions of the Company Common Securities represented hereby are issued and shall in all respects be subject to the provisions of the Amended and Restated Trust Agreement of the Trust, dated as of , 200 (as the same may be amended from time to time, the "Trust Agreement"), by and among THE XXXX DISNEY COMPANY, as Sponsor, , , and , as Administrative Trustees, , as Property Trustee, , as Delaware Trustee and the qualificationsHolders. The Holder is entitled to the benefits of the Guarantee to the extent described therein. Capitalized terms used herein but not defined shall have the meaning given them in the Trust Agreement. The Sponsor will provide a copy of the Trust Agreement, limitations or restrictions the Guarantee and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of such preferences and/or rightsbusiness. Upon receipt of this certificate, which are fixed the Holder is bound by the Charter. Any such request should be directed Trust Agreement and is entitled to the Corporate Secretary of benefits thereunder. By acceptance, the Company. The shares of capital stock of the Company have been not been registered under the Securities Act andHolder agrees to treat, accordingly, may not be offered, sold, pledged or otherwise transferred within the for United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stockfederal income tax purposes, the Transferor does hereby certify that Debentures as indebtedness and the Transferor is familiar with Common Securities as evidence of an undivided indirect beneficial ownership interest in the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit CDebentures.

Signature. (Sign exactly as your name appears The above information is true and correct in all material respects and the undersigned recognizes that the Company and its counsel are relying on the other side truth and accuracy of this Series A Preferred Stock Certificate) Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting such information in reliance on the requirements exemption under the Securities Act. The undersigned agrees to notify the Company promptly of the Transfer Agent, which requirements include membership or participation any changes in the Securities Transfer Agents Medallion Program foregoing information which may occur prior to the investment. Executed at , on , 2005. Name of Entity: By: (“STAMP”Signature) or such other “signature guarantee program” (Name and title of signatory) IF THE INVESTMENT WILL BE MADE BY MORE THAN ONE ENTITY, WHETHER OR NOT AFFILIATED, PLEASE COMPLETE A COPY OF THIS QUESTIONNAIRE FOR EACH ENTITY. EXHIBIT A FORM OF WARRANT Filed as may be determined by Exhibit 4.2 to the Transfer Agent in addition toRegistrant’s Current Report on Form 8-K filed on August 9, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended2005. EXHIBIT B OWNERSHIP NOTICE THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933DISCLOSURE LETTER Introduction Reference is made to that certain Securities Purchase Agreement, AS AMENDED dated as of August 9, 2005 (THE the “SECURITIES ACTAgreement”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFEREDby and among Zix Corporation, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation a Texas corporation (the “Company”) This Certificate relates to shares ), and each of Series the purchasers listed on Schedule A Preferred Stock held by attached thereto (collectively, the “TransferorPurchasers”) ). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in */: ¨ book entry form; or ¨ definitive formthe Agreement. The Transferor has requested the Transfer Agent schedules that constitute this Disclosure Letter are qualified in their entirety by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating reference to the above-captioned Series A Preferred Stock and specific provisions of the Agreement. Inclusion of information herein shall not constitute an admission or raise any inference that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred information rises to a qualified institutional buyer (level of materiality or is determinative of any standard of materiality. Matters reflected in this Disclosure Letter are not necessarily limited to matters required by the Agreement to be reflected in this Disclosure Letter. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. Unless otherwise stated, all statements made herein are made as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (date of the execution of the Agreement. Matters disclosed in this Disclosure Schedule shall be deemed to be disclosed with respect to all sections of the Agreement to which such disclosure is reasonably pertinent. Headings have been inserted on the schedules set forth in this Disclosure Letter for convenience of reference only and based on an Opinion shall to no extent have the effect of Counsel if amending or changing the Company so requests)express description of the sections as set forth in the Agreement. [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit CSchedule 3(b) Capitalization

Signature. (Sign exactly as your name appears on the other side of this Series A Preferred Stock Certificate) Signature Guarantee: 3 3 (Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT B OWNERSHIP NOTICE THE .) ANNEX II COMMON STOCK LEGEND THESE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE REOFFEREDOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED TRANSFERRED OR OTHERWISE DISPOSED OF IN EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ABSENCE SECURITIES ACT (WHICH TRANSACTION SHALL BE ACCOMPANIED BY AN OPINION OF COUNSEL (WHICH COUNSEL MAY BE IN-HOUSE COUNSEL TO SUCH REGISTRATION OR UNLESS HOLDER) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM, OR DOES NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO REQUIRE REGISTRATION UNDER THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE ACT AND OTHER APPLICABLE HOLDING PERIOD WITH RESPECT LAWS) OR (2) PURSUANT TO RESTRICTED AN EFFECTIVE REGISTRATION STATEMENT RELATING TO SUCH SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS. THESE SECURITIES ARE SUBJECT TO THE TERMS AND CONDITIONS RESTRICTIONS SET FORTH IN THE STOCK PURCHASE AGREEMENT DATE NOVEMBER 24, 2013 AND EXECUTED BY THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. ANNEX III PREFERRED STOCK LEGEND THESE SECURITIES AND THE SECURITIES ISSUABLE UPON THE EXCHANGE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANYSECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (WHICH TRANSACTION SHALL BE ACCOMPANIED BY AN OPINION OF COUNSEL (WHICH COUNSEL MAY BE IN-HOUSE COUNSEL TO SUCH HOLDER) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE LAWS) OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATING TO SUCH SECURITIES UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON THE EXCHANGE THEREOF ARE SUBJECT TO RESTRICTIONS SET FORTH IN THE STOCK PURCHASE AGREEMENT DATE NOVEMBER 24, 2013 AND EXECUTED BY THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. ANNEX IV FORM OF TRANSFEREE AGREEMENT TRANSFEREE AGREEMENT, dated as of [●] (this “Agreement”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIMEbetween DHT Holdings, THE “CHARTER”)Inc., THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are a corporation organized under the registered owner laws of the number and the class or series of shares of capital stock Republic of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation Xxxxxxxx Islands (the “Company”) This Certificate relates to shares ), and [Name of Series A Preferred Stock held by Transferee] (the “TransferorTransferee”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit C.

Signature. (Sign exactly as your name appears on the other side of this Series A Preferred Stock Pre ferred Securities Certificate) Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bankUNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program A NEW YORK CORPORATION (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT B OWNERSHIP NOTICE THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”"DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF CERTIFICATE ISSUED IS REGISTERED IN THE ABSENCE NAME OF CEDE & CO. OR IN SUCH REGISTRATION OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR UNLESS TO SUCH TRANSACTION OTHER ENTITY AS IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”DTC), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONSREGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST THEREIN. This letter confirms and acknowledges Certificate Number Number of Preferred Securities CUSIP NO. P-1 3,400,000 29364H20-0 Certificate Evidencing Preferred Securities of ENTERGY GULF STATES CAPITAL I 8.75% Cumulative Quarterly Income Preferred Securities, Series A (liquidation amount $25 per Preferred Security) Entergy Gulf States Capital I, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that you are CEDE & CO. (the "Holder") is the registered owner of the number and the class or series of shares of capital stock THREE MILLION FOUR HUNDRED THOUSAND (3,400,000) preferred securities of the Company listed on Schedule A to this letter. In addition, please be advised that Trust representing an undivided beneficial interest in the Company will furnish without charge to each shareholder assets of the Company who so requests Trust and designated the powersEntergy Gulf States Capital I 8.75% Cumulative Quarterly Income Preferred Securities, Series A (liquidation amount $25 per Preferred Security) (the "Preferred Securities"). The Preferred Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.04 or 5.11 of the Trust Agreement (as defined below). The designations, rights, privileges, restrictions, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, terms and provisions of the Company Preferred Securities are set forth in, and this certificate and the qualificationsPreferred Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, limitations the Amended and Restated Trust Agreement of the Trust dated as of January 28, 1997, as the same may be amended from time to time (the "Trust Agreement"). The holder of this certificate is entitled to the benefits of the Guarantee Agreement of Entergy Gulf States, Inc., a Texas corporation, and The Bank of New York, as guarantee trustee, dated as of January 28, 1997 (the "Guarantee") to the extent provided therein. The Trust will furnish a copy of the Trust Agreement and the Guarantee to the holder of this certificate without charge upon written request to the Trust at its principal place of business or restrictions registered office. Upon receipt of such preferences and/or rightsthis certificate, which are fixed the holder of this certificate is bound by the Charter. Any such request should be directed Trust Agreement and is entitled to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit Cbenefits thereunder.

Signature. (Sign exactly Signature must conform in all respects to name of holder as your name appears specified on the other side face of this Series A the Warrant Certificate.) Date:_____________ * Consisting of: _____ shares of Common Stock _____ shares of Convertible Preferred Stock Certificate) Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT XXXXXXX X-0 FORM OF SERIES B OWNERSHIP NOTICE WARRANT CERTIFICATE THE SECURITIES IDENTIFIED HEREIN WARRANTS AND SHARES REPRESENTED BY THIS SERIES B WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST LAW AND MAY NOT BE SOLD OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS AN EXEMPTION THEREFROM UNDER SUCH TRANSACTION ACT OR LAW. SUCH WARRANTS AND SHARES MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN AND ARE SUBJECT TO OTHER PROVISIONS OF THE WARRANT AGREEMENT, DATED AS OF JULY 12, 1995, (AS AMENDED) BETWEEN THE ISSUER AND CREDITANSTALT CORPORATE FINANCE, INC., A COMPLETE AND CORRECT COPY OF WHICH IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATIONAVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE ISSUER AND WILL BE FURNISHED TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. WARRANTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS CERTAIN MANDATORY REDEMPTION AND CONDITIONS EXCHANGE RIGHTS MORE FULLY SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION WARRANT AGREEMENT. Certificate No. B-_____ [Date] EXERCISABLE ONLY ON OR BEFORE November 15, 2006 Series B Warrant Certificate This Series B Warrant Certificate (THE “COMPANY”this "Warrant Certificate") certifies that Creditanstalt-Bankverein ("Creditanstalt"), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN or registered assigns, is the registered holder of 205,000 Warrants (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIMEthe "Warrants") to purchase Common Stock or Convertible Preferred Stock of Uncle B's Bakery, THE “CHARTER”Inc., an Iowa corporation (the "Issuer"). Each Warrant entitles the holder, but only subject to the conditions set forth herein and in the Warrant Agreement referred to below, to purchase from the Issuer before 5:00 P.M., New York time, on November 15, 2006 (the "Expiration Date"), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERSone (1) fully paid and nonassessable share of the Common Stock or Convertible Preferred Stock of the Issuer (the "Warrant Shares") in the percentages and to the extent set forth in the Warrant Agreement, DESIGNATIONSat a price (the "Exercise Price") of $0.01 per Warrant payable in lawful money of the United States of America, PREFERENCES AND RELATIVE PARTICIPATINGupon surrender of this Warrant Certificate, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONSexecution of the annexed Form of Election to Purchase and payment of the Exercise Price at the office of the Issuer at 000 Xxxxxxx Xxxxxx, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED INXxxxxxxxx, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITHIowa 50075, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are or such other address as the Issuer may specify in writing to the registered owner holder of Warrants evidenced hereby (the "Warrant Office"). In lieu of exercising Warrants pursuant to the immediately preceding sentence, the Warrant holder shall have the right to require the Issuer to convert the Warrants, in whole or in part and at any time or times, into Warrant Shares, by surrendering to the Issuer the Warrant Certificate evidencing the Warrants to be converted, accompanied by the annexed Form of Notice of Conversion which has been duly completed and signed. The Exercise Price and number of Warrant Shares purchasable upon exercise of the number and Warrants are subject to adjustment prior to the class or series of Expiration Date as set forth in the Warrant Agreement. In no event shall this Warrant be exercisable for shares of Common Stock or Convertible Preferred Stock which, when aggregated with all other capital stock of the Company listed on Schedule A Issuer (other than shares of Non-Attributable Stock) then held or previously held by or currently issuable without restriction to this letter. In additionCreditanstalt or its Affiliates would, please be advised that the Company will furnish without charge to each shareholder upon issuance, represent in excess of 24.99% of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, Equity of the Company and Issuer (defined in the qualificationsWarrant Agreement) unless such shares, limitations or restrictions of such preferences and/or rightswhen issued, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred would constitute Non-Attributable Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities ActWarrant Agreement). No Warrant may be exercised after 5:00 P.M., New York time, on the Expiration Date and (except as otherwise provided in the Warrant Agreement) all rights of the registered holders of the Warrants shall cease after 5:00 P.M., New York time, on the Expiration Date. The Issuer may deem and treat the registered holders of the Warrants evidenced hereby as the absolute owners thereof (notwithstanding any notation of ownership or other writing hereon made by anyone), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on for the purpose of any exercise hereof and in compliance with another exemption from of any distribution to the registration requirements holders hereof and for all other purposes, and the Issuer shall not be affected by any notice to the contrary. Warrant Certificates, when surrendered at the office of the Securities Act Issuer at the Warrant Office by the registered holder hereof in person or by a legal representative duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants. Upon due presentment for registration of transfer of this Warrant Certificate at the Warrant Office, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued in exchange for this Warrant Certificate to the transferee(s) and, if less than all the Warrants evidenced hereby are to be transferred, to the registered holder hereof, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith. This Warrant Certificate is one of the Warrant Certificates referred to in the Warrant Agreement, dated as of July 12, 1995, (as amended) between the Issuer and based on an Opinion Creditanstalt Corporate Finance, Inc. Said Warrant Agreement is hereby incorporated by reference in and made a part of Counsel if this instrument and is hereby referred to for a description of the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit Crights, limitation of rights, obligations, duties and immunities thereunder of the Issuer and the holders.

Signature. (Sign exactly as your name appears on the other side of this Series A Preferred Stock Security Certificate) Signature Guarantee: 3 3 Signature must The signature(s) should be guaranteed by an “eligible guarantor institution” that is a bankinstitution (banks, stockbrokerstockbrokers, savings and loan association or associations and credit union meeting unions with membership in an approved signature guarantee medallion program), pursuant to SEC Rule 17 Ad-15. EXHIBIT C THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED IN THE TRUST AGREEMENT LIQUIDATION AMOUNT OF CERTIFICATE NUMBER COMMON SECURITIES Certificate Evidencing Common Securities of BancorpSouth Capital Trust III Common Securities (Liquidation Amount $25.00 per Common Security) BancorpSouth Capital Trust III, a statutory business trust created under the requirements laws of the Transfer AgentState of Delaware (the "Trust"), which requirements include membership or participation hereby certifies that BancorpSouth, Inc. (the "Holder") is the registered owner of [ ] ( ) common securities of the Trust representing common, beneficial interests of the Trust and designated the Common Securities of the Trust (Liquidation Amount $25.00 per Common Security) (the "Common Securities"). Except as provided in Section 5.11 of the Trust Agreement (as defined below) the Common Securities are not transferable and any attempted transfer hereof shall be void. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Second Amended and Restated Trust Agreement of the Trust dated as of [ ], as the same may be amended from time to time (the "Trust Agreement") among BancorpSouth, Inc., as Depositor, The Bank of New York, as Property Trustee, The Bank of New York (Delaware), as Delaware Trustee, the Administrative Trustees named therein, and the holders, from time to time, of undivided beneficial interests in the assets of the Trust, including the designation of the terms of the Common Securities Transfer Agents Medallion Program (“STAMP”) as set forth therein. The Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Trust at its principal place of business or such other “signature guarantee program” as may registered office. Terms used but not defined herein have the meanings set forth in the Trust Agreement. The Trust Agreement and this Common Security shall be determined governed by the Transfer Agent in addition to, or in substitution for, STAMP, all and construed in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT B OWNERSHIP NOTICE THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner laws of the number and State of Delaware without regard to conflicts of laws principles thereof. Upon receipt of this certificate, the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed Holder is bound by the Charter. Any such request should be directed Trust Agreement and is entitled to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit Cbenefits thereunder.

Signature. THE UNDERSIGNED CERTIFIES THAT THE INFORMATION CONTAINED IN THIS APPLICATION AND ENROLLMENT FORM IS TRUE AND CORRECT AND AUTHORIZES VFS US LLC, ITS AFFILIATES SUBSIDIARIES, ASSIGNS AND SERVICE PROVIDERS (Sign exactly as your name appears on the other side of this Series A Preferred Stock Certificate) Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMPPSF PARTIES”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition toOR PERSON TO WHOM THIS APPLICATION IS MADE AND ANY CREDIT BUREAU OR INVESTIGATIVE AGENCY TO INVESTIGATE THE INFORMATION CONTAINED WITHIN THIS APPLICATION AND OBTAIN INFORMATION ABOUT THE ACCOUNTS AND CREDIT EXPERIENCE OF THE UNDERSIGNED. THE UNDERSIGNED AUTHORIZES ALL PARTIES CONTACTED TO RELEASE CREDIT AND FINANCIAL INFORMATION REQUESTED AS A PART OF SAID INVESTIGATION. THE PSF PARTIES OR PERSON TO WHOM THIS APPLICATION IS MADE MAY ALSO DISCLOSE INFORMATION ABOUT THE UNDERSIGNED TO DEALERSHIPS, or in substitution forOTHER DEALERS, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedOTHER LENDERS AND CREDIT BUREAUS AND OTHER PERSONS INCLUDING ENTITIES AFFILIATED AND ASSOCIATED WITH THE PSF PARTIES. EXHIBIT B OWNERSHIP NOTICE THIS SHALL BE CONTINUING AUTHORIZATION FOR ALL PRESENT AND FUTURE INQUIRIES AND DISCLOSURES OF ACCOUNT INFORMATION AND CREDIT EXPERIENCE ON THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER UNDERSIGNED MADE BY THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), PSF PARTIES OR PERSON TO WHOM THIS APPLICATION IS MADE OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF PERSON REQUESTED TO RELEASE SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATIONINFORMATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO UNDERSIGNED AGREES THAT THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES PSF PARTIES MAY PROCESS DATA AND/OR RIGHTSINFORMATION IN ANY COUNTRY WHERE PARTIES MAY HAVE A PRESENCE. THE SHARES EVIDENCED BY UNDERSIGNED CERTIFIES THAT THE OWNERSHIP INFORMATION PROVIDED WITH THIS NOTICE APPLICATION IS ACCURATE AND COMPLETE AND THAT NEITHER THE UNDERSIGNED NOR ANY OF THE UNDERSIGNED’S DIRECT OR INDIRECT OWNERS ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS ANY PROHIBITIONS UNDER ANY REGULATION OR ORDERS OF THE CHARTERU.S. DEPT. OF TREASURY’S OFFICE OF FOREIGN ASSETS CONTROL. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL UNDERSIGNED ALSO CERTIFIES THAT THEY DO NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, TRANSACTIONS PROHIBITED BY ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITYU.S. LAWS. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms I have read the terms and acknowledges that you are conditions contained on the registered owner of the number attached Accountholder Agreement and the class or series of shares of capital stock agree as a duly-authorized officer of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences is and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed shall be bound by the Chartersame. Any such request should be directed X (Signature of Authorizing Officer (required)) (Please Print Officer Name) (Date) (Title) Remit completed form to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit Cxxx.xxx.xxxxxx.xx@xxxxx.xxx CP ID 517 1.24

Signature. 17.1 Signatures of any Party transmitted by facsimile or electronic mail (Sign exactly including, without limitation, electronic mailing of a so-called portable document format or “pdf’ of a scanned counterpart) shall be treated as your name appears and deemed to be original signatures for all purposes, and will have the same binding effect as if they were original, signed instruments delivered in person. CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”. Execution Accepted by ADVISOR: Date CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”. Signed on the other side behalf of this Series A Preferred Stock CertificateEncycle Therapeutics Inc. Date Encycle Therapeutics Inc. CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) Signature GuaranteeNOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”. Schedule 1 CONSULTING AGREEMENT Consulting Services to be provided: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements The scope of the Transfer Agent, which requirements include membership or participation services will be to: · [***] · [***] · Further services to be agreed between the parties in writing. CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”. Schedule 2 PAYMENT SCHEDULE ENCYCLE will compensate the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by ADVISOR for performance of the Transfer Agent in addition to, or in substitution for, STAMP, all Consulting Services in accordance with the Securities Exchange Act of 1934following schedule: [***] Furthermore, as amendedENCYCLE will reimburse ADVISOR for any reasonable and documented out-of-pocket expenses related to the work conducted for ENCYCLE if submitted within sixty (60) days. EXHIBIT B OWNERSHIP NOTICE THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933(Examples are travel expenses to and from meetings, AS AMENDED (THE “SECURITIES ACT”parking expenses etc.), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL The expenses should not exceed 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner % of the number value of the total agreed consultancy agreement, unless previously agreed in writing.] CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”. Exhibit “5.2.1.5” FORM OF RELEASE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”. RELEASE TO: Encycle Therapeutics Inc. (the “Corporation”) AND TO: Zealand Pharma A/S (the “Buyer”) RE: Share purchase agreement dated October {{day}}, 2019 between the Buyer, the Corporation, and the class or series of shares of capital stock of the Company listed on Sellers identified in Schedule A to the share purchase agreement (the “Purchase Agreement”) For value received, each of the undersigned irrevocably releases the Corporation and Buyer, the directors, officers, employees, and representatives of the Corporation and Buyer and each of their respective legal representatives, successors and assigns (all of those persons and entities being called the “Releasees”) from all claims of any kind which the undersigned or its heirs, executors, administrators, legal representatives, successors and assigns ever had, now have, or may in the future have against any of the Releasees by reason of any cause, whether known or unknown, arising from, connected with, or in any way related to the undersigned having been a shareholder, creditor, employee, consultant and/or representative of the Corporation up to and including the date of this letterrelease; but expressly excluding (i) any claims, rights or entitlements which any of the undersigned may have for indemnification under applicable law and (ii) any obligations that the Buyer has to the undersigned arising from, connected with or in any way related to the Purchase Agreement. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit Cundersigned:

Signature. (Sign exactly as your name appears on the other side of this Series A Preferred Stock Security Certificate) Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements EXHIBIT F [Form of Restricted Securities Transfer Certificate] RESTRICTED SECURITIES TRANSFER CERTIFICATE (For transfers pursuant to Section 5.05 of the Transfer AgentTrust Agreement referred to below) First Union National Bank of Maryland, as Securities Registrar 000 Xxxx Xxxx Xxxxxx Richmond, Virginia 23219 Re: 11 5/8% High Yield Trust Originated Preferred Securities (the "Securities") Reference is made to the Amended and Restated Trust Agreement, dated as of March 12, 1997 (the "Trust Agreement"), among KDSM, Inc., as Depositor, First Union National Bank of Maryland, as Property Trustee, First Union Bank of Delaware, as Delaware Trustee and the Administration Trustees named therein. Terms used herein and defined in the Trust Agreement or in Rule 144A or Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined. This certificate relates to $______________ aggregate liquidation amount of Securities, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined are evidenced by the Transfer Agent following certificate(s) (the "Specified Securities") CUSIP No(s). _________________________ CERTIFICATE No(s). ___________________ CURRENTLY IN BOOK-ENTRY FORM: Yes ___ No ___ (check one) The person in addition to, or in substitution for, STAMP, all in accordance with whose name this certificate is executed below (the Securities Exchange Act of 1934, as amended. EXHIBIT B OWNERSHIP NOTICE THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED "Undersigned") hereby certifies that either (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONSi) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are it is the registered sole beneficial owner of the number and Specified Securities or (ii) it is acting on behalf of all the class or series of shares of capital stock beneficial owners of the Company listed Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner." If the Specified Securities are represented by a Global Security, they are held through a Depositary (except in the name of "DTC") or an Agent Member in the name of the Undersigned, as or on Schedule A behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to this lettera person (the "Transferee") who will take delivery in the form of a Restricted Security. In additionconnection with such transfer, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powersOwner hereby certifies that, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of unless such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except transfer is being effected pursuant to an effective registration statement under the Act Securities Act, it is being effected in accordance with Rule 144A or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration Rule 144 under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements all applicable securities laws of the Securities Act (states of the United States and based on an Opinion of Counsel if other jurisdictions. Accordingly, the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit COwner hereby further certifies as:

Signature. NOTICE: The above signature of the Holder hereof must correspond with the name as written upon the face of the Notes in every particular without alteration or enlargement or any change whatever. Notes Certificate Number (Sign exactly as your name appears on the other side if applicable): Number of Notes to be repurchased (if less than all, must be one Note or integral multiples in excess thereof): Social Security or Other Taxpayer Identification Number: * Include only if a Global Unit. ** Include only if not a Global Unit. SCHEDULE A* [SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE] The initial number of Notes evidenced by this Series A Preferred Stock CertificateGlobal Note is [ ]. The following increases or decreases in this Global Note have been made: Date Amount of decrease in number of Notes evidenced hereby Amount of increase in number of Notes evidenced hereby Number of Notes evidenced hereby following such decrease (or increase) Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is of authorized officer of Trustee * Include only if a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedGlobal Note. * Include only if a Global Unit. ** Include only if not a Global Unit. EXHIBIT B OWNERSHIP NOTICE [FORM OF FACE OF PURCHASE CONTRACT] [THIS SECURITY IS A GLOBAL PURCHASE CONTRACT WITHIN THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN MEANING OF THE PURCHASE CONTRACT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE NAME OF SUCH REGISTRATION A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. UNLESS SUCH TRANSACTION AND UNTIL IT IS EXEMPT FROMEXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, OR THIS SECURITY MAY NOT SUBJECT TOBE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM YORK CORPORATION (THE “COMPANYDEPOSITARY”) TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONSREGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]* * Include only if a Global Purchase Contract. BRIGHTSPRING HEALTH SERVICES, INC. PURCHASE CONTRACTS CUSIP No. [•] ISIN No. [•] No. ___ [Initial]* Number of Purchase Contracts: ________ This letter confirms and acknowledges Purchase Contract certifies that you are [CEDE & CO., as nominee of The Depository Trust Company]* [ ]**, or its registered assigns (the “Holder”) is the registered owner of the number and of Purchase Contracts set forth above[, which number may from time to time be reduced or increased as set forth on Schedule A hereto, as appropriate, in accordance with the class or series terms of the Purchase Contract Agreement (as defined below), but which number of Purchase Contracts, taken together with the number of all other Outstanding Purchase Contracts, shall not exceed [•] Purchase Contracts at any time (as automatically increased by the number of Purchase Contracts, if any, issued pursuant to the underwriters’ option to purchase additional Units described in the Prospectus)]*. Each Purchase Contract consists of the rights of the Holder under such Purchase Contract with the Company. All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Each Purchase Contract evidenced hereby obligates the Company to deliver to the Holder of this Purchase Contract on the Mandatory Settlement Date a number shares of capital stock Common Stock of the Company listed equal to the Mandatory Settlement Rate, unless such Purchase Contract has settled prior to the Mandatory Settlement Date, all as provided in the Purchase Contract Agreement and more fully described on Schedule A the reverse hereof. Reference is hereby made to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of further provisions set forth on the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rightsreverse hereof, which are fixed by further provisions shall for all purposes have the Chartersame effect as if set forth at this place. Any such request should be directed to the Corporate Secretary of the Company* Include only if a Global Unit. The shares of capital stock of the Company have been ** Include only if not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit CGlobal Unit.

Signature. (Sign exactly as your name appears on the other side of this Series A Preferred Stock Certificate) Signature Guarantee: 3 3 Signature must be guaranteed by a participant in a recognized Signature Guarantee Medallion Program or other signature guarantor program reasonably acceptable to the Trustee) TO BE COMPLETED BY PURCHASER IF BOX (3) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this certificated Note for its own account or an “eligible guarantor institution” account with respect to which it exercises sole investment discretion and that it and any such account is a bank, stockbroker, savings and loan association or credit union meeting “qualified institutional buyer” within the requirements meaning of the Transfer Agent, which requirements include membership or participation in Rule 144A under the Securities Transfer Agents Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: NOTICE: To be executed by an executive officer Signature Guarantee: Signature (Signature must be guaranteed by a participant in a recognized Signature Guarantee Medallion Program (“STAMP”or other signature guarantor program reasonably acceptable to the Trustee) [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Principal Amount of this Global Signature of authorized Date of Amount of decrease in Principal Amount of increase in Principal Note following such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, decrease or in substitution for, STAMP, all in accordance with the signatory of Trustee or Exchange Amount of this Global Note Amount of this Global Note increase Securities Exchange Act of 1934, as amended. EXHIBIT B OWNERSHIP NOTICE THE SECURITIES IDENTIFIED HEREIN HAVE Custodian THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWSOR OTHER JURISDICTION. NEITHER THESE SECURITIES THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE FOREGOING HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION RESALE RESTRICTION TERMINATION DATE. BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF THE APPLICABLE HOLDING PERIOD A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 REGULATION S UNDER THE SECURITIES ACT. SUBJECT UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TERMS COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND CONDITIONS ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (INDENTURE REFERRED TO ON THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTSREVERSE HEREOF. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER RELIANCE STEEL & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit CALUMINUM CO.

Signature. NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (Sign exactly as your name appears on defined in the other side Rights Agreement) or a transferee of this Series A any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: FIRST TENNESSEE NATIONAL CORPORATION The undersigned hereby irrevocably elects to exercise ________________ _______________ whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ----------------------------------- Address: ----------------------------------- Social Security or Other Taxpayer Identification Number: If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ----------------------------------- Address: ----------------------------------- Social Security or Other Taxpayer Identification Number: Dated: _______________, ____ Signature Guaranteed: _________________________ Signature (Signature must corres- pond to name as written upon the face of the attached Rights Certifi- cate in every particular, without alteration or enlargement or any change whatsoever) Signature Guarantee: 3 3 Signature Signatures must be guaranteed by an “eligible guarantor institution” that is a bankinstitution (banks, stockbrokerstockbrokers, savings and loan association or associations and credit union meeting unions with membership in an approved signature guarantee Medallion program), pursuant to SEC Rule 17Ad-15. ------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the requirements benefit of all holders of Rights and shares of Common Stock, that the Rights evidenced by the attached Rights Certificate are not, and, to the knowledge of the Transfer Agentundersigned, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined have never been, Beneficially Owned by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT B OWNERSHIP NOTICE THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act Acquiring Person or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; Affiliate or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer Associate thereof (as defined in Rule 144A under the Securities ActRights Agreement). ------------------------- Signature ------------------------------------------------------------------------------- NOTICE In the event the certification set forth above is not completed in connection with a purported exercise, in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements Company will deem the Beneficial Owner of the Securities Act Rights evidenced by the attached Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and based on an Opinion accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. EXHIBIT B ARTICLES OF AMENDMENT TO CHARTER OF FIRST TENNESSEE NATIONAL CORPORATION Pursuant to the provisions of Counsel if Sections 00-00-000, 00-00-000 and 00-00-000 of the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit CTennessee Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Charter:

Signature. THIS WARRANT AGREEMENT WILL BE DEEMED TO HAVE BEEN EXECUTED FOR ALL PURPOSES WHEN THE SUBSCRIBER SIGNS AND DATES THE OMNIBUS SIGNATURE PAGE. (Sign exactly as your name appears on the other side Form of this Series A Preferred Stock Warrant Certificate) Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT B OWNERSHIP NOTICE NEITHER THE WARRANTS REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES IDENTIFIED HEREIN ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR ANY CERTAIN STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN , AND MAY NOT BE REOFFERED, SOLD, ASSIGNEDOFFERED FOR SALE, TRANSFERRED, PLEDGED, ENCUMBERED PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF HYPOTHECATED UNLESS THEY ARE SO REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION OR UNLESS IS AVAILABLE AND THIS COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THIS COMPANY, THAT SUCH TRANSACTION AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS EXEMPT FROMAVAILABLE. No. CW VOID AFTER 5:00 P.M. CENTRAL TIME On August 26, OR NOT SUBJECT TO2001 VANGUARD AIRLINES, REGISTRATIONINC. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION Warrant Certificate THIS CERTIFIES THAT for value received _____________________, or registered assigns, is the registered holder of ____________ Warrants, each of which entitles the owner thereof to purchase any time after August 20, 1996 (THE “COMPANY”the "Effective Date") until 5:00 P.M. prevailing Central Time on August 26, 2001 (the "Expiration Date"), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN one share of the common stock, par value $0.001 per share (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”the "Common Stock"), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERSof Vanguard Airlines, DESIGNATIONSInc., PREFERENCES AND RELATIVE PARTICIPATINGa Delaware corporation (the "Company"), OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONSmultiplied by the number of warrants set forth above, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED INat an exercise price per share equal to the Unit Price, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITHas defined in the Warrant Agreement ("Warrant Agreement") between the Company, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner holder hereof and certain other holders of Warrant Certificates, dated as of the date hereof, multiplied by 1.2 (the "Exercise Price"), subject to certain adjustments, upon presentation and surrender of this Warrant Certificate with the Form of Election to Purchase duly executed. Upon the Expiration Date, all rights evidenced by this Warrant shall cease and the Warrants shall become void. The number of Warrants evidenced by this Warrant Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Exercise Price per share set forth above, are the number and Exercise Price as of the class or series date of original issuance of the Warrants, based on the shares of capital stock Common Stock of the Company listed on Schedule A as constituted at such date. As provided in the Warrant Agreement referred to this letter. In additionbelow, please the Exercise Price and the number or kind of shares which may be advised that purchased upon the Company will furnish without charge to each shareholder exercise of the Company who so requests Warrants evidenced by this Warrant Certificate are, upon the powershappening of certain events, designationssubject to modification and adjustment. This Warrant Certificate is subject to, preferences and relative participatingentitled to the benefits of, optional or other special rights all of each class the terms, provisions and conditions of stockthe Warrant Agreement which Warrant Agreement is hereby incorporated herein by reference and made a part hereof and to which Warrant Agreement reference is hereby made for a full description of the rights, or series thereoflimitations of rights, duties and immunities hereunder of the Company and the qualifications, limitations or restrictions holders of such preferences and/or rights, which the Warrant Certificates. Copies of the Warrant Agreement are fixed by on file at the Charter. Any such request should be directed to the Corporate Secretary principal office of the Company. The This Warrant Certificate, with or without other Warrant Certificates, upon surrender at the principal office of the Company, may be exchanged for another Warrant Certificate or Warrant Certificates of like tenor and date evidencing Warrants entitling the holder to purchase a like aggregate number of shares of capital stock Common Stock as the Warrants evidenced by the Warrant Certificate or Warrant Certificates surrendered entitled such holder to purchase. If this Warrant Certificate shall be exercised in part, the holder hereof shall be entitled to receive upon surrender hereof another Warrant Certificate or Warrant Certificates for the number of whole Warrants not exercised. No fractional shares of Common Stock will be issued upon the exercise of any Warrant or Warrants evidenced hereby, but in lieu thereof a cash payment will be made as provided in the Warrant Agreement. No holder of this Warrant Certificate shall be entitled to vote or receive dividends or be deemed the holder of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained in the Warrant Agreement herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issue of stock, reclassification of stock, change of par value or change of stock to no par value, consolidation, merger, conveyance, or otherwise) or, except as provided in the Warrant Agreement, to receive notice of meetings, or to receive dividends or subscription rights or otherwise, until the Warrant or Warrants evidenced by this Warrant Certificate shall have been exercised and the shares of Common Stock shall have become deliverable as provided in the Warrant Agreement. If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company's Common Stock or other class of stock purchasable upon the exercise of this Warrant are closed for any purpose, the Company shall not been registered be required to make delivery of certificates for shares purchasable upon such exercise until the date of the reopening of said transfer books. This Warrant Certificate may be redeemed under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within circumstances described in the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit CWarrant Agreement.

Signature. (Sign exactly as your name appears on the other side of this Series A Preferred Stock Security Certificate) Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT B OWNERSHIP NOTICE THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT TRANSFER OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION THIS CERTIFICATE IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES TRUST AGREEMENT REFERRED TO BELOW. CERTIFICATE NO. NUMBER OF INCORPORATION COMMON SECURITIES: CUSIP NO. CERTIFICATE EVIDENCING COMMON SECURITIES OF EQUITRANS MIDSTREAM CORPORATION UNIVISION CAPITAL TRUST [I / II / III] % COMMON SECURITIES (THE “COMPANY”LIQUIDATION AMOUNT $ PER COMMON SECURITY) UNIVISION CAPITAL TRUST [I / II / III], a statutory business trust created under the laws of the State of Delaware (the "Trust"), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN hereby certifies that UNIVISION COMMUNICATIONS INC. (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONSthe "Holder") THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are is the registered owner of the number and the class or series of shares of capital stock common securities of the Company listed on Schedule A to this letter. In addition, please be advised that Trust representing an undivided beneficial ownership interest in the Company will furnish without charge to each shareholder assets of the Company who so requests Trust designated the powers" % Common Securities" (liquidation amount $ per Common Security) (the "Common Securities"). The Common Securities are not transferable and any attempted transfer thereof shall be void except as permitted by applicable law and by Section 7.9 of the Trust Agreement (as defined below). The designation, designationsrights, privileges, restrictions, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, terms and provisions of the Company Common Securities represented hereby are issued and shall in all respects be subject to the provisions of the Amended and Restated Trust Agreement of the Trust, dated as of , 200 (as the same may be amended from time to time, the "Trust Agreement"), by and among UNIVISION COMMUNICATIONS INC., as Sponsor, , , and , as Administrative Trustees, , as Property Trustee, , as Delaware Trustee and the qualificationsHolders. The Holder is entitled to the benefits of the Guarantee to the extent described therein. Capitalized terms used herein but not defined shall have the meaning given them in the Trust Agreement. The Sponsor will provide a copy of the Trust Agreement, limitations or restrictions the Guarantee and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of such preferences and/or rightsbusiness. Upon receipt of this certificate, which are fixed the Holder is bound by the Charter. Any such request should be directed Trust Agreement and is entitled to the Corporate Secretary of benefits thereunder. By acceptance, the Company. The shares of capital stock of the Company have been not been registered under the Securities Act andHolder agrees to treat, accordingly, may not be offered, sold, pledged or otherwise transferred within the for United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stockfederal income tax purposes, the Transferor does hereby certify that Debentures as indebtedness and the Transferor is familiar with Common Securities as evidence of an undivided indirect beneficial ownership interest in the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit CDebentures.

Signature. (Sign exactly as your name appears on To evidence the other side binding effect of the foregoing provisions, the Company has caused this Series A Preferred Stock Certificate) Signature Guarantee: 3 3 Signature must instrument to be guaranteed duly executed by an officer thereunto duly authorized as of, but not necessarily on, the date first above written. ARKANOVA ACQUISITION CORPORATION By: Xxxxxx Xxxxxxx, President ANNEX “eligible guarantor institutionB” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program Amended Note Purchase Agreement Attached THIS AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT B OWNERSHIP NOTICE THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED AS DEFINED IN REGULATIONS UNDER THE 1933 ACT) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES 1933 ACT”), NONE OF THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN , AND, UNLESS SO REGISTERED, NONE MAY BE REOFFERED, OFFERED OR SOLD, ASSIGNEDDIRECTLY OR INDIRECTLY, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR UNLESS SUCH TRANSACTION IS EXEMPT PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST REGISTRATION REQUIREMENTS OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH 1933 ACT AND IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE CASE ONLY IN ACCORDANCE WITHWITH ALL APPLICABLE SECURITIES LAWS, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL MAY NOT BE DEEMED TO HAVE AGREED CONDUCTED UNLESS IN ACCORDANCE WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS 1933 ACT. NOTE PURCHASE AGREEMENT THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY NOTE PURCHASE AGREEMENT (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONSthis “Agreement”) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms is made and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit entered into as of, U.S. persons except pursuant to an effective registration statement under but not necessarily on, the Act or an exemption from the registration requirements 1st day of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANYOctober, LLC2011, as Transfer Agentby and between Arkanova Acquisition Corporation, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation a Nevada corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by ), and Aton Select Funds Limited (the “TransferorInvestor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit C.

Signature. (Sign exactly as your name appears on the other side of this Series A Preferred Stock Capital Securities Certificate) Signature Guarantee: 3 3 Signature must The signature(s) should be guaranteed by an “eligible guarantor institution” that is a bankinstitution (banks, stockbrokerstockbrokers, savings and loan association or associations and credit union meeting the requirements of the Transfer Agent, which requirements include unions with membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “an approved signature guarantee medallion program” as may be determined by the Transfer Agent in addition to), or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedpursuant to S.E.C. Rule 17Ad-15. EXHIBIT B OWNERSHIP NOTICE E-2 THE CAPITAL SECURITIES IDENTIFIED HEREIN EVIDENCED HEREBY AND ANY JUNIOR SUBORDINATED DEBENTURES ISSUABLE IN CONNECTION THEREWITH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN AND MAY NOT BE REOFFEREDOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED PLEDGED OR OTHERWISE DISPOSED OF IN TRANSFERRED EXCEPT (A) BY THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION INITIAL INVESTOR (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144 144A UNDER THE SECURITIES ACT. SUBJECT ) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE PROVISIONS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE TERMS SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND CONDITIONS (B) BY SUBSEQUENT INVESTORS HOLDING THIS SECURITY IN BOOK-ENTRY FORM AS SET FORTH IN (A) ABOVE AND, IN ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE AMENDED REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES AND RESTATED ARTICLES OTHER JURISDICTIONS OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTSUNITED STATES. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER SECURITY AGREES THAT IT WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES COMPLY WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges NO EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO TITLE 1 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), NO ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY (A "PLAN ASSET ENTITY"), AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN, MAY ACQUIRE OR HOLD THE CAPITAL SECURITIES EVIDENCED HEREBY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THE CAPITAL SECURITIES EVIDENCED HEREBY OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT IT EITHER (A) IS NOT A PLAN OR A PLAN ASSET ENTITY AND IS NOT PURCHASING SUCH SECURITIES ON BEHALF OF OR WITH "PLAN ASSETS" OF ANY PLAN OR (B) IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER PTCE 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION WITH RESPECT TO SUCH PURCHASE OR HOLDING. THE CAPITAL SECURITIES EVIDENCED HEREBY ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY. CERTIFICATE NUMBER NUMBER OF CAPITAL SECURITIES P- ________ LIQUIDATION AMOUNT ______________ CUSIP NO. 743973 AB 5 CERTIFICATE EVIDENCING CAPITAL SECURITIES OF PROVIDIAN CAPITAL I ______% CAPITAL SECURITIES, SERIES A (LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY) Providian Capital I, a business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that you are ______________________________________________________ (the "Holder") is the registered owner of the number and the class or series of shares of _________________________________ (______________) capital stock securities of the Company listed on Schedule A to this letter. In addition, please be advised that Trust representing an undivided beneficial interest in the Company will furnish without charge to each shareholder assets of the Company who so requests Trust and designated the powersProvidian Capital I 9.525% Capital Securities, Series A (liquidation amount $1,000 per Capital Security) (the "Capital Securities"). The Capital Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.4 of the Trust Agreement (as defined below). The designations, rights, privileges, restrictions, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, terms and provisions of the Company Capital Securities are set forth in, and this certificate and the qualificationsCapital Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, limitations the Amended and Restated Trust Agreement of the Trust, dated as of February 4, 1997, as the same may be amended from time to time (the "Trust Agreement") including the designation of the terms of Capital Securities as set forth therein. The Holder is entitled to the benefits of the Guarantee Agreement entered into by Providian Bancorp, Inc., a Delaware corporation, and The Bank of New York, as guarantee trustee, dated as of February 4, 1997 (the "Guarantee"), to the extent provided therein. The Trust will furnish a copy of the Trust Agreement and the Guarantee to the Holder without charge upon written request to the Trust at its principal place of business or restrictions registered office. Upon receipt of such preferences and/or rightsthis certificate, which are fixed the Holder is bound by the Charter. Any such request should be directed Trust Agreement and is entitled to the Corporate Secretary benefits thereunder. This Certificate is not valid unless countersigned by the Securities Registrar. WITNESS the facsimile signature of a duly authorized Administrator of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the ActTrust. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, ________________ PROVIDIAN CAPITAL I By:_______________________ Name: Xxxxxx Xxxxxxx Administrator Countersigned: THE BANK OF NEW YORK By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re_________________________________________ Securities Registrar ASSIGNMENT FOR VALUE RECEIVED, the undersigned assigns and transfers _________________ Capital Securities represented by the within Certificate to: Series A Perpetual Convertible Preferred Shares (Insert assignee's name) (Insert assignee's social security or tax identification number) (Insert address and zip code of assignee) and irrevocably appoints agent to transfer said Capital Securities on the “Series A Preferred Stock”) books of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive formTrust. The Transferor has requested the Transfer Agent by written order agent may substitute another to exchange act for him or register the transfer of Series A Preferred Stockher. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit C______________________________________

Signature. (Sign exactly as your name appears on I have read this Claim Form and Release. I declare under penalty of perjury under the other side of this Series A Preferred Stock Certificate) Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements laws of the Transfer AgentUnited States and the State of California that all of the information I provided in this Claim Form is true and correct to the best of my knowledge. The release and waivers of claims herein are given knowingly and voluntarily. Date: Signature 4840-0712-9380, which requirements include membership or participation v. 1 EXHIBIT 2 Exhibit 2 (Class Notice) IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA IN AND FOR THE COUNTY OF MARIN Xxxxxxx Xxxxxx v. Moana Hotel and Restaurant Group, LLC; Piatti Restaurant Company, LP; and DOES One through Twenty, Case No. CV082368 NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION, PRELIMINARY APPROVAL OF SETTLEMENT, AND HEARING DATE FOR FINAL COURT APPROVAL TO: All current and former non-exempt employees who were employed at a Piatti restaurant location in the Securities Transfer Agents Medallion Program State of California from May 14, 2004 to May 9, 2015 (the “STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT B OWNERSHIP NOTICE THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACTSettlement Class”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATIONA Proposed Settlement has been reached among the parties in the above captioned action pending in the Superior Court of California for the County of Marin. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACTThe Court has preliminarily approved the Proposed Settlement and conditionally certified the Settlement Class for purposes of settlement only. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges You have received this Notice because Defendant’s records indicate that you are the registered owner a member of the number and the class or series of shares of capital stock Settlement Class. This Notice informs you of the Company listed on Schedule A Proposed Settlement and its terms and of your rights to participate in the Proposed Settlement, object to the Proposed Settlement, or exclude yourself from the Proposed Settlement. Capitalized terms not defined in this letterNotice are defined in the Proposed Settlement filed with the Court. In additionPLEASE READ THIS ENTIRE NOTICE CAREFULLY YOUR RIGHTS MAY BE AFFECTED BY THE PROPOSED SETTLEMENT DESCRIBED IN THIS NOTICE YOUR LEGAL RIGHTS AND OPTIONS IN THIS PROPOSED SETTLEMENT PARTICIPATE IN THE PROPOSED SETTLEMENT To participate in the Proposed Settlement and receive money, please you must complete the enclosed Claim Form and submit it to the Settlement Administrator by , 2015. By completing and submitting the enclosed Claim Form you will give up your right to xxx Defendants as set forth below. Your estimated Settlement Award is detailed in the enclosed Claim Form. ASK TO BE EXCLUDED FROM THE PROPOSED SETTLEMENT To exclude yourself from the Proposed Settlement, you must complete the enclosed Opt-Out Form and mail it to the Settlement Administrator by , 2015. By completing and mailing the enclosed Opt-Out Form, you will not be advised able to participate in the Proposed Settlement and you will receive no money. If you opt-out, you will not be subject to the release contained in the Proposed Settlement and, at your own expense, may pursue any claims you may have against Defendants OBJECT TO THE PROPOSED If you disagree with the Proposed Settlement, you may submit an objection, provided that you also did not complete and mail an Opt-Out Form. You cannot both ask to be excluded and object to the Company settlement. SETTLEMENT DO NOTHING If you do not complete and submit the enclosed Claim Form, you will furnish without charge to each shareholder receive no money from the Proposed Settlement. If you do not submit an Opt-Out Form you will be bound by the terms of the Company who so requests the powers, designations, preferences Proposed Settlement and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charterwill give up your right to see Defendants as forth below. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit CWHAT THIS NOTICE CONTAINS BASIC INFORMATION Page 5

Signature. THIS WARRANT AGREEMENT WILL BE DEEMED TO HAVE BEEN EXECUTED FOR ALL PURPOSES WHEN THE SUBSCRIBER SIGNS AND DATES THE OMNIBUS SIGNATURE PAGE. EXHIBIT A (Sign exactly as your name appears on the other side Form of this Series A Preferred Stock Warrant Certificate) Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT B OWNERSHIP NOTICE NEITHER THE WARRANTS REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES IDENTIFIED HEREIN ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)AMENDED, OR ANY CERTAIN STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN ; AND MAY NOT BE REOFFERED, SOLD, ASSIGNEDOFFERED FOR SALE, TRANSFERRED, PLEDGED, ENCUMBERED PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF HYPOTHECATED UNLESS THEY ARE SO REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROMAVAILABLE AND THIS COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT REASONABLY SATISFACTORY TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY COUNSEL FOR THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10THAT SUCH AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. No. _______________ VOID AFTER 5:00 P.M. CENTRAL TIME On November 30, 20212004 PAPER WAREHOUSE, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THATINC. Warrant Certificate THIS CERTIFIES THAT for value received ___________, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITYor registered assigns, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are is the registered owner holder of the number of Warrants set forth above, each of which entitles the owner thereof to purchase upon giving five (5) Business Days prior written notice to the Company at any time after November 30, 1995 (the "Effective Date") until (5:00 P.M. prevailing Central Time on November 30, 2004 (the "Expiration Date"), one hundred six and three tenths fully paid and nonassessable shares of the common stock, par value $.01 per share (the "Common Stock"), of Paper Warehouse, Inc., a Minnesota corporation (the "Company"), at the exercise price of $47.04 per share (the "Exercise Price"), subject to certain adjustments, upon presentation and surrender of this Warrant Certificate with the Form of Election to Purchase duly executed. Upon the Expiration Date, all rights evidenced by this Warrant shall cease and the class or series Warrants shall become void. The number of Warrants evidenced by this Warrant Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Exercise Price per share set forth above, are the number and Exercise Price as of capital stock the date of original issuance of the Warrants, based on the shares of Common Stock of the Company listed on Schedule A as constituted at such date. As provided in the Warrant Agreement referred to this letter. In additionbelow, please the Exercise Price and the number or kind of shares which may be advised that purchased upon the Company will furnish without charge to each shareholder exercise of the Company who so requests Warrants evidenced by this Warrant Certificate are, upon the powershappening of certain events, designationssubject to modification and adjustment. This Warrant Certificate is subject to, preferences and relative participatingentitled to the benefits of, optional or all of the terms, provisions and conditions of an agreement dated as of the date hereof (the "Warrant Agreement") between the Company, the registered holder hereof and certain other special rights holders of each class Warrant Certificates, which Warrant Agreement is hereby incorporated herein by reference and made a part hereof and to which Warrant Agreement reference is hereby made for a full description of stockthe rights, or series thereoflimitations of rights, duties and immunities hereunder of the Company and the qualifications, limitations or restrictions holders of such preferences and/or rights, which the Warrant Certificates. Copies of the Warrant Agreement are fixed by on file at the Charter. Any such request should be directed to the Corporate Secretary principal office of the Company. The This Warrant Certificate, with or without other Warrant Certificates, upon surrender at the principal office of the Company, may be exchanged for another Warrant Certificate or Warrant Certificates of like tenor and date evidencing Warrants entitling the holder to purchase a like aggregate number of shares of capital stock Common Stock as the Warrants evidenced by the Warrant Certificate or Warrant Certificates surrendered entitled such holder to purchase. If this Warrant Certificate shall be exercised in part, the holder hereof shall be entitled to receive upon surrender hereof another Warrant Certificate or Warrant Certificates for the number of whole Warrants not exercised. No fractional shares of Common Stock will be issued upon the exercise of any Warrant or Warrants evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Warrant Agreement. No holder of this Warrant Certificate shall be entitled to vote or receive dividends or be deemed the holder of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained in the Warrant Agreement herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issue of stock, reclassification of stock, change of par value or change of stock to no par value, consolidation, merger, conveyance, or otherwise) or, except as provided in the Warrant Agreement, to receive notice of meetings, or to receive dividends or subscription rights or otherwise, until. the Warrant or Warrants evidenced by this Warrant Certificate shall have been exercised and the shares of Common Stock shall have become deliverable as provided in the Warrant Agreement. If this Warrant Certificate shall be surrendered for exercise within any period during which the transfer books for the Company's Common Stock or other class of stock purchasable upon the exercise of this Warrant are closed for any purpose, the Company shall not been registered be required to make delivery of certificates for shares purchasable upon such exercise until the date of the reopening of said transfer books. This Warrant Certificate may be redeemed under the Securities Act andcircumstances described in the Warrant Agreement. FORM OF ELECTION TO EXERCISE CONVERSION RIGHTS (To be executed if holder desires to convert the Warrant Certificate.) TO PAPER WAREHOUSE, accordinglyINC.: The undersigned, may not be offeredsubject to the terms of that certain Warrant Conversion Agreement, sold, pledged or otherwise transferred within hereby irrevocably elects to exercise the United States or to, or for Conversion Rights with respect to all Warrant Shares represented by the account or benefit of, U.S. persons except pursuant to an Warrant effective registration statement under on the Act or an exemption from the registration requirements closing date of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (IPO to acquire the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Common Stock held by (issuable upon the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect exercise of such Series A Preferred Stock, conversion right and requests that certificates for such shares be issued in the Transferor does hereby certify that name of: Please insert social security or other identifying number --------------- --------------- -------------------------------------------------------------------------------- (Please print name and address) ----------------------------- Signature (Signature must conform in all respects to name of holder as specified on the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements face of the Securities Act (and based on an Opinion of Counsel if the Company so requestsWarrant Certificate). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit C

Signature. (Sign exactly as your name appears The above information is true and correct in all material respects and the undersigned recognizes that the Company and its counsel are relying on the other side truth and accuracy of this Series A Preferred Stock Certificate) Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting such information in reliance on the requirements exemption under the Securities Act. The undersigned agrees to notify the Company promptly of the Transfer Agent, which requirements include membership or participation any changes in the Securities Transfer Agents Medallion Program foregoing information which may occur prior to the investment. Executed at , on , 2006. Name of Entity: By: (“STAMP”Signature) or such other “signature guarantee program” (Name and title of signatory) IF THE INVESTMENT WILL BE MADE BY MORE THAN ONE ENTITY, WHETHER OR NOT AFFILIATED, PLEASE COMPLETE A COPY OF THIS QUESTIONNAIRE FOR EACH ENTITY. EXHIBIT A FORM OF WARRANT Filed as may be determined by the Transfer Agent in addition toExhibit 4.2 to Zix Corporation’s Current Report on Form 8-K dated April 5, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended2006. EXHIBIT B OWNERSHIP NOTICE THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933DISCLOSURE LETTER Introduction Reference is made to that certain Securities Purchase Agreement, AS AMENDED dated as of April 4, 2006 (THE the “SECURITIES ACTAgreement”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFEREDby and among Zix Corporation, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation a Texas corporation (the “Company”) This Certificate relates to shares and each of Series the purchasers listed on Schedule A Preferred Stock held by attached thereto (collectively, the “TransferorPurchasers”) ). Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in */: ¨ book entry form; or ¨ definitive formthe Agreement. The Transferor has requested the Transfer Agent schedules that constitute this Disclosure Letter are qualified in their entirety by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating reference to the above-captioned Series A Preferred Stock and specific provisions of the Agreement. Inclusion of information herein shall not constitute an admission or raise any inference that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred information rises to a qualified institutional buyer (level of materiality or is determinative of any standard of materiality. Matters reflected in this Disclosure Letter are not necessarily limited to matters required by the Agreement to be reflected in this Disclosure Letter. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. Unless otherwise stated, all statements made herein are made as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (date of the execution of the Agreement. Matters disclosed in this Disclosure Schedule shall be deemed to be disclosed with respect to all sections of the Agreement to which such disclosure is reasonably pertinent. Headings have been inserted on the schedules set forth in this Disclosure Letter for convenience of reference only and based on an Opinion shall to no extent have the effect of Counsel if amending or changing the Company so requests)express description of the sections as set forth in the Agreement. [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit CSchedule 3(b) Capitalization

Signature. (Sign exactly as your name appears on the other side of this Series A Preferred Stock Capital Security Certificate) Signature GuaranteeGuarantee 3 : 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer AgentRegistrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT B OWNERSHIP NOTICE THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT Xxxxxxxxx XXXXXXX X-0 FORM OF 1933COMMON SECURITY CERTIFICATE -91- Certificate Evidencing Common Securities of Wxxxxxx Capital Trust IV _____% Common Securities (liquidation amount $ per Common Security) Wxxxxxx Capital Trust IV, AS AMENDED a statutory trust created under the laws of the State of Delaware (THE the “SECURITIES ACTTrust”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION hereby certifies that Wxxxxxx Financial Corporation (THE the “COMPANYHolder”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are is the registered owner of the number and the class or series of shares of capital stock ( ) common securities of the Company listed on Schedule A to this letter. In addition, please be advised that Trust representing undivided beneficial interests in the Company will furnish without charge to each shareholder assets of the Company who so requests Trust designated the powers% Common Securities (liquidation amount $ per Common Security) (the “Common Securities”). The Common Securities are transferable on the books and records of the Trust, designationsin person or by a duly authorized attorney, upon surrender of this Certificate duly endorsed and in proper form for transfer. The designation, rights, privileges, restrictions, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, terms and provisions of the Company Common Securities represented hereby are issued and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should shall in all respects be directed subject to the Corporate Secretary provisions of the Company. The shares of capital stock Amended and Restated Trust Agreement of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements Trust dated as of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares the same may be amended from time to time (the “Series A Preferred StockTrust Agreement”) ), including the designation of Equitrans Midstream Corporation (the “Company”) This Certificate relates terms of the Common Securities as set forth in Annex I to shares of Series A Preferred Stock held by (the “Transferor”) Trust Agreement. Capitalized terms used but not defined herein shall have the meaning given them in */: ¨ book entry form; or ¨ definitive formthe Trust Agreement. The Transferor has requested Sponsor will provide a copy of the Transfer Agent by Trust Agreement and the Indenture (including any supplemental indenture) to a Holder without charge upon written order request to exchange or register the transfer Sponsor at its principal place of Series A Preferred Stockbusiness. In connection with such request and in respect Upon receipt of such Series A Preferred Stockthis Certificate, the Transferor does hereby certify that Holder is bound by the Transferor Trust Agreement and is familiar with the Certificate of Designations relating entitled to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred benefits thereunder to the Company; ¨ such Series A Preferred Stock is being transferred extent provided therein. By acceptance hereof, the Holder agrees to a qualified institutional buyer (treat, for United States federal income tax purposes, the Debentures as defined indebtedness and the Common Securities as evidence of indirect beneficial ownership in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit CDebentures.

Signature. Signature Guaranteed: (Sign exactly as your name appears on the other side of this Series A Preferred Stock Certificate) Signature Guarantee: 3 3 Signature must be guaranteed by an “eligible guarantor institution” that is institution (a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include with membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “an approved signature guarantee medallion program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with ) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934.) NOTICE Each signature to the foregoing Form of Assignment, the Form of Election to Purchase, and the related Certificates, as amendedthe case may be, must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. If the Certificate set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed and signed, the Company and the Rights Agent will deem the Rights evidenced by this Right Certificate to be void as provided in Section 11(a)(iii) of the Rights Agreement and such Form of Assignment or Form of Election to Purchase will not be honored. EXHIBIT B OWNERSHIP NOTICE THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED C UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS CERTAIN CIRCUMSTANCES SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”)RIGHTS AGREEMENT, INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN RIGHTS HELD BY A PERSON WHO IS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS FURTHER AMENDED SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND RESTATED FROM TIME TO TIMECERTAIN TRANSFEREES THEREOF, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK WHETHER CURRENTLY HELD BY OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS ON BEHALF OF SUCH PREFERENCES AND/PERSON OR RIGHTSBY ANY SUBSEQUENT HOLDER, SHALL BECOME NULL AND VOID. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED INSALTON, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS INC. SUMMARY OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit CSTOCKHOLDER RIGHTS AGREEMENT

Signature. (Sign exactly as your name appears on To evidence the other side binding effect of the foregoing provisions, the Company has caused this Series A Preferred Stock Certificate) Signature Guarantee: 3 3 Signature must instrument to be guaranteed duly executed by an officer thereunto duly authorized as of, but not necessarily on, the date first above written. ARKANOVA ACQUISITION CORPORATION By: Pxxxxx Xxxxxxx, President ANNEX “eligible guarantor institutionB” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program Wire Instructions Bank: COMERICA BANK Swift Code: MXXXXX00 Account of: Pegasus Bank; Account No. 1851661080 Final Credit BNF: Sxxxx Xxxxx & Txxxxxx; Account No. 50000000 SWT Credit to: (1305.0004) ANNEX “STAMP”) or such other “signature guarantee programC” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT B OWNERSHIP NOTICE THE THIS AGREEMENT RELATES TO AN OFFERING OF SECURITIES IDENTIFIED HEREIN HAVE IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT BEEN REGISTERED U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE 1933 ACT) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES 1933 ACT”). NONE OF THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN , AND, UNLESS SO REGISTERED, NONE MAY BE REOFFERED, OFFERED OR SOLD, ASSIGNEDDIRECTLY OR INDIRECTLY, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR UNLESS SUCH TRANSACTION IS EXEMPT PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATIONTHE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES IDENTIFIED HEREIN UPON MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES 1933 ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (THE this “COMPANYAgreement”) is made and entered into this ___ day of September, 2008, by and between Arkanova Acquisition Corporation, a Delaware corporation, (“Pledgor”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN and the investor indicated on the signature page hereof (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTERSecured Party”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit C.

Signature. (Sign exactly as your name appears on the other side of this Series A Preferred Stock Capital Security Certificate) Signature Guarantee: 3 3 Signature must The signature(s) should be guaranteed by an “eligible guarantor institution” that is a bankinstitution (banks, stockbrokerstockbrokers, savings and loan association or associations and credit union meeting unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. 50 EXHIBIT C LETTER OF REPRESENTATIONS EXHIBIT D THIS CERTIFICATE IS NOT TRANSFERABLE Certificate Number: Number of Common Securities: Certificate Evidencing Common Securities of DELPHI FUNDING, L.L.C. ___% Common Securities (Liquidation Amount $1,000 per Common Security) Delphi Funding, L.L.C., a limited liability company created under the requirements laws of the Transfer Agent, which requirements include membership or participation in State of Delaware (the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT B OWNERSHIP NOTICE THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”"Company"), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION hereby certifies that_________________ (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONSthe "Holder") THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are is the registered owner of the number and the class or series of shares of capital stock ______ common securities of the Company listed on Schedule A to this letterrepresenting limited liability company interests in the Company and designated the ___% Common Securities (Liquidation Amount $1,000 per Common Security) (the "Common Securities"). In additionaccordance with Section 5.10 of the Agreement (as defined below) the Common Securities are not transferable and any attempted transfer hereof shall be void. The designations, please rights, privileges, restrictions, preferences, obligations and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be advised that subject to the terms and provisions of, the Amended and Restated Limited Liability Company Agreement of the Company dated as of March 1, 1997, as the same may be amended from time to time (the "Agreement") including the designation of the terms of the Common Securities as set forth therein. The Company will furnish a copy of the Agreement to the Holder without charge upon written request to each shareholder of the Company who so requests at its principal place of business or registered office. Upon receipt of this certificate, the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed Holder is bound by the Charter. Any such request should be directed Agreement and is entitled to the Corporate Secretary benefits thereunder and by acceptance hereof agrees to the provisions of (i) the Guarantee Agreement entered into by Delphi Financial Group, Inc., a Delaware corporation ("Group"), and Wilmington Trust Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLCa Delaware banking corporation ("Wilmington Trust Company"), as Transfer Agentguarantee trustee, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares dated as of March 1, 1997 and (ii) the “Series A Preferred Stock”) Indenture entered into by Group and Wilmington Trust Company, as trustee, dated as of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred StockMarch 1, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit C1997.

Signature. (Sign exactly as your name appears on the other side of this Series A Preferred Stock Certificate) Signature Guarantee: 3 3 (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an “eligible guarantor institution” account with respect to which it exercises sole investment discretion and that each of it and any such account is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee programqualified institutional buyer” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT B OWNERSHIP NOTICE THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements meaning of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration Rule 144A under the Securities Act of 1933 1933, as amended (“Rule 144A”), and is aware that the “Securities Act”) because */: ¨ such Series A Preferred Stock sale to it is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), made in reliance on Rule 144A; 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or ¨ has determined not to request such Series A Preferred Stock information and that it is being transferred aware that the transferor is relying upon the undersigned’s foregoing representations in reliance on and in compliance with another order to claim the exemption from registration provided by Rule 144A. [Name of Transferee] NOTICE: To be executed by an executive officer, if an entity Dated: SCHEDULE OF INCREASES AND DECREASES OF 4.000% SENIOR NOTES DUE 20284 The following transfers, exchanges and redemption of this Global Note have been made: Date of Transfer, Exchange or Redemption Amount of Decrease in Principal Amount of this Global Note Amount of Increase in Principal Amount of this Global Note Principal Amount of this Global Note Following Such Decrease (or Increase) Signature of Trustee or Note Custodian 4 For Global Notes only. EXHIBIT B [FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT SUBSIDIARY GUARANTORS] This Supplemental Indenture and Subsidiary Guarantee, dated as of , 20 (this “Supplemental Indenture” or “Subsidiary Guarantee”), among (the registration requirements of “New Guarantor”), Group 1 Automotive, Inc. (together with its successors and assigns, the Securities Act “Company”), each other then-existing Subsidiary Guarantor under the Indenture referred to below (the “Subsidiary Guarantors”), and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit CXxxxx Fargo Bank, National Association, as Trustee, paying agent and registrar under such Indenture.

Signature. (Sign exactly as your name appears on To evidence the other side binding effect of the foregoing provisions, the Company has caused this Series A Preferred Stock Certificate) Signature Guarantee: 3 3 Signature must instrument to be guaranteed duly executed by an officer thereunto duly authorized as of, but not necessarily on, the date first above written. ARKANOVA ACQUISITION CORPORATION By: Xxxxxx Xxxxxxx, President 18 ANNEX “eligible guarantor institutionB” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program Wire Instructions ANNEX “C” THIS AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT B OWNERSHIP NOTICE THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED AS DEFINED IN REGULATION S UNDER THE 1933 ACT) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES 1933 ACT”). NONE OF THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN , AND, UNLESS SO REGISTERED, NONE MAY BE REOFFERED, OFFERED OR SOLD, ASSIGNEDDIRECTLY OR INDIRECTLY, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR UNLESS SUCH TRANSACTION IS EXEMPT PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATIONTHE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES IDENTIFIED HEREIN UPON MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES 1933 ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (THE this “COMPANYAgreement”) is made and entered into as of, but not necessarily on, the 1st day of October, 2009, by and between Arkanova Acquisition Corporation, a Delaware corporation, (“Pledgor”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN and Aton Select Funds Limited (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTERSecured Party”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are the registered owner of the number and the class or series of shares of capital stock of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit C.

Signature. (Sign exactly as your name appears on the other side of this Series A Convertible Perpetual Preferred Stock CertificateStock) Signature Guarantee: 3 3 * * Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union reasonably acceptable to the Company or meeting the requirements of any transfer agent appointed by the Transfer AgentCompany from time to time, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT B OWNERSHIP XXXXXXX X XXXXXXXXXXX XXXXXX XXXXXXXXXX NOTICE THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933[Bowlero Corp.] Series A Convertible Preferred Stock Subject to the terms of the Certificate of Designations, AS AMENDED by executing and delivering this Fundamental Change Repurchase Notice, the undersigned Holder of the Convertible Preferred Stock identified below directs the Company to repurchase (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWScheck one): ☐ all of the shares of Convertible Preferred Stock ☐ ____________* shares of Convertible Preferred Stock identified by CUSIP No. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION_________ and Certificate No. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST OF THE HOLDER AFTER THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT_____________. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION (THE “COMPANY”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE “CHARTER”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and The undersigned acknowledges that you are the registered owner Convertible Preferred Stock, duly endorsed for transfer, must be delivered to the Transfer Agent before the Fundamental Change Repurchase Price will be paid. Date: (Legal Name of Holder) By: Name: Title: Signature Guaranteed: Participant in a Recognized Signature By: Authorized Signatory * Must be a whole number. EXHIBIT C OPTIONAL CONVERSION NOTICE [Bowlero Corp.] Series A Convertible Preferred Stock Subject to the terms of the number Certificate of Designations, by executing and delivering this Optional Conversion Notice, the undersigned Holder of the Convertible Preferred Stock identified below directs the Company to convert (check one): ☐ all of the shares of Convertible Preferred Stock ☐ ____________* shares of Convertible Preferred Stock identified by CUSIP No. ____________ and Certificate No. _____________. Date: (Legal Name of Holder) By: Name: Title: Signature Guaranteed: Participant in a Recognized Signature By: Authorized Signatory * Must be a whole number. EXHIBIT D FORM OF RESTRICTED STOCK LEGEND The offer and sale of this security and the class or series of shares of capital common stock issuable upon conversion of the Company listed on Schedule A to this letter. In addition, please be advised that the Company will furnish without charge to each shareholder of the Company who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, of the Company and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should be directed to the Corporate Secretary of the Company. The shares of capital stock of the Company security have been not been registered under the Securities Act and, accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC1933, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares (the “Series A Preferred Stock”) of Equitrans Midstream Corporation (the “Company”) This Certificate relates to shares of Series A Preferred Stock held by (the “Transferor”) in */: ¨ book entry form; or ¨ definitive form. The Transferor has requested the Transfer Agent by written order to exchange or register the transfer of Series A Preferred Stock. In connection with such request and in respect of such Series A Preferred Stock, the Transferor does hereby certify that the Transferor is familiar with the Certificate of Designations relating to the above-captioned Series A Preferred Stock and that the transfer of this Series A Preferred Stock does not require registration under the Securities Act of 1933 amended (the “Securities Act”), and this security and such shares may not be offered, sold or otherwise transferred except (a) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred pursuant to a qualified institutional buyer (as defined in Rule 144A Registration Statement that is effective under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred (b) pursuant to an exemption from, or in reliance on and in compliance with another exemption from a transaction not subject to, the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit CAct.

Signature. (Sign exactly as your name appears on the other side of this Series A Preferred Stock Security Certificate) Signature Guarantee*: 3 3 * Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer AgentRegistrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities and Exchange Act of 1934, as amended. SCHEDULE A PREFERRED SECURITY OWNERSHIP INTEREST TABLE The initial aggregate principal amount of the Preferred Securities evidenced by the Certificate to which this Schedule A is attached is $ . The notations on the following table evidence the decreases and increases in the aggregate principal amount of the Preferred Securities evidenced by such Certificate. Decrease in Principal Amount of Principal Amount Increase in Principal Preferred Securities of Preferred Amount of Preferred Remaining After Such Notation by Securities Securities Decrease or Increase Xxxxxxxxx EXHIBIT B OWNERSHIP NOTICE THE SECURITIES IDENTIFIED HEREIN HAVE NOT BEEN REGISTERED A-2 FORM OF COMMON SECURITY CERTIFICATE THIS COMMON SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY APPLICABLE STATE SECURITIES LAWSLAW. NEITHER THESE SECURITIES NOR ANY INTEREST THIS COMMON SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO OR PARTICIPATION HEREIN FOR RESALE IN CONNECTION WITH THE DISTRIBUTION THEREOF. NO DISPOSITION OF THIS SECURITY MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF MADE IN THE ABSENCE OF SUCH (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR UNLESS SUCH (II) PURSUANT TO AN EXEMPTION FROM OR A TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE FOREGOING LEGEND WILL BE REMOVED AND A NEW OWNERSHIP NOTICE PROVIDED WITH RESPECT TO REGISTRATION REQUIREMENTS OF THE SECURITIES IDENTIFIED HEREIN UPON THE REQUEST ACT OR APPLICABLE STATE SECURITIES LAW. A2-1 [FORM OF THE HOLDER AFTER THE EXPIRATION FACE OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT. SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EQUITRANS MIDSTREAM CORPORATION CERTIFICATE] Certificate Number Number of Common Securities Certificate Evidencing Common Securities of SERVISFIRST CAPITAL TRUST I 8.5% Common Securities (THE Liquidation Amount $1 per Common Security) SERVISFIRST CAPITAL TRUST I, a statutory trust created under the laws of the State of Delaware (the “COMPANYTrust”), INCLUDING THE CERTIFICATES OF DESIGNATIONS INCLUDED THEREIN hereby certifies that ServisFirst Bancshares, Inc. (AS FURTHER AMENDED AND RESTATED FROM TIME TO TIME, THE the “CHARTERHolder”), THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK OR MORE THAN ONE SERIES OF ANY CLASS AND THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES EVIDENCED BY THIS NOTICE ARE SUBJECT TO THE OBLIGATIONS AND RESTRICTIONS STATED IN, AND ARE TRANSFERABLE ONLY IN ACCORDANCE WITH, THE PROVISIONS OF THE CHARTER. THE TERMS OF THE CHARTER ARE HEREBY INCORPORATED INTO THIS NOTICE BY REFERENCE. IF THE SECURITIES IDENTIFIED HEREIN ARE SERIES A PREFERRED STOCK OF THE COMPANY, THEN BY ACCEPTANCE HEREOF AND ONLY UNTIL APRIL 10, 2021, THE HOLDER SHALL BE DEEMED TO HAVE AGREED WITH THE COMPANY THAT, FOR SO LONG AS THE HOLDER HOLDS THIS SECURITY, THE HOLDER SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN ANY SHORT SALE OF THE COMMON STOCK OF THE COMPANY (OR OTHER DERIVATIVE OR HEDGING TRANSACTIONS) THAT ARE DESIGNED TO, OR THAT MIGHT REASONABLY BE EXPECTED TO, RESULT IN THE TRANSFER TO ANOTHER PERSON, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF THIS SECURITY. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. This letter confirms and acknowledges that you are is the registered owner of the number and the class or series of shares of capital stock common securities of the Company listed on Schedule A to this letter. In addition, please be advised that Trust representing undivided beneficial interests in the Company will furnish without charge to each shareholder assets of the Company who so requests Trust designated the powers8.5% Common Securities (liquidation amount $1 per Common Security) (the “Common Securities”). The Common Securities are transferable on the books and records of the Trust, designationsin person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designation, rights, privileges, restrictions, preferences and relative participating, optional or other special rights of each class of stock, or series thereof, terms and provisions of the Company Common Securities represented hereby are issued and the qualifications, limitations or restrictions of such preferences and/or rights, which are fixed by the Charter. Any such request should shall in all respects be directed subject to the Corporate Secretary provisions of the Company. The shares of capital stock Amended and Restated Trust Agreement of the Company have been not been registered under the Securities Act andTrust dated as of , accordingly, may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an effective registration statement under the Act or an exemption from the registration requirements of the Act. Dated: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC200_, as Transfer Agent, By: Authorized Signatory EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SERIES A PREFERRED STOCK Re: Series A Perpetual Convertible Preferred Shares the same may be amended from time to time (the “Series A Preferred StockTrust Agreement”) ), including the designation of Equitrans Midstream Corporation (the “Company”) This Certificate relates terms of the Common Securities as set forth in Annex I to shares of Series A Preferred Stock held by (the “Transferor”) Trust Agreement. Capitalized terms used but not defined herein shall have the meaning given them in */: ¨ book entry form; or ¨ definitive formthe Trust Agreement. The Transferor has requested Sponsor will provide a copy of the Transfer Agent by Trust Agreement and the Indenture (including any supplemental indenture) to a Holder without charge upon written order request to exchange or register the transfer Sponsor at its principal place of Series A Preferred Stockbusiness. In connection with such request and in respect Upon receipt of such Series A Preferred Stockthis certificate, the Transferor does hereby certify that Holder is bound by the Transferor Trust Agreement and is familiar with the Certificate of Designations relating entitled to the above-captioned Series A Preferred Stock benefits thereunder. By its acceptance hereof, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and that the transfer Common Securities as evidence of this Series A Preferred Stock does not require registration under indirect beneficial ownership in the Securities Act of 1933 (the “Securities Act”) because */: ¨ such Series A Preferred Stock is being acquired for the Transferor’s own account without transfer; ¨ such Series A Preferred Stock is being transferred to the Company; ¨ such Series A Preferred Stock is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A; or ¨ such Series A Preferred Stock is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an Opinion of Counsel if the Company so requests). [INSERT NAME OF TRANSFEROR] By: Date: */ Please check applicable box. Exhibit CDebentures.