Baird Investment Banking Pitch Book

PROPOSED TRANSACTION DETAILS (1) Merger Consideration Tax Implications Ancillary Deal Points ■ Trellminan. Draft AMGP acquires all of the outstanding common units of AM in exchange for equity and cash Each AM Common Unit held by AR will be exchanged for (i) 1.6023 shares of AMGP stock and (ii) $3.00 in cash, implying an all-in exchange ratio of 1.775x (¹) Each AM Common Unit held outside of AR ("Public AM Holders") will be exchanged for (i) 1.6350 shares of AMGP stock and (ii) $3.00 in cash, implying an all-in exchange ratio of 1.807x (¹) plus a $0.415 per unit special dividend The transaction will be fully taxable to holders of AM; and the pro forma AMGP will benefit from a step-up in basis BAIRD Public AM Holders can elect to receive additional equity in lieu of cash; AR has agreed to accept additional cash and ratably reduce its equity consideration Based on 10-day VWAP as of October 5, 2018. AMGP will be reorganized as a Delaware corporation ("AMGP Corp") with typical C-corp corporate governance AR is fully shielded from the tax impact of the transaction via its ~$3 billion NOL offset Public AM Holders (who do not have the benefit of the NOL) will receive a one-time $0.415 special dividend paid by AMGP Corp Each share representing a limited partner interest in AMGP will be converted to one share of common stock of the resulting AMGP Corp IDRS in AM held by Antero IDR Holdings, LLC, a partially-owned subsidiary of AMGP ("IDR Holdings"), will be cancelled All of the Series B Units of IDR Holdings will be exchanged in a taxable transaction for an aggregate of 17.354 million AMGP Corp shares Project Bronco | Page 14

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