Baird Investment Banking Pitch Book

SERIES B UNITS - SUMMARY OF KEY TERMS Overview Profits Interest Redemption Right / Optional Exchange Confidentia! On December 31, 2016, Antero Resources Midstream Management contributed all of the IDRs to Antero IDR Holdings, LLC ("IDR LLC") in exchange for 100% the Series A units Series B units are reserved for issuance to officers and employees of Antero Resources As of December 31, 2016, the Series B units were scheduled to vest ratably over a three-year period ■ Each Series B unit represents a profits interest and therefore has no capital account balance The Series B units entitle the holders to receive up to 6% of the amount of each quarterly distribution in excess of $7.5 million in respect of the IDRs of Antero Midstream AM' quarterly IDR cash flow is distributed as follows: 1) 100% to Series A, up to $7.5 million 2) [(IDR Cash Flow less $7.5 million) x 6%] to Series A 3) Remaining cash flow to Series A BAIRD Each Series B unit holder has the right to redeem all of a portion of its vested Series B units in exchange for newly-issued AMGP common shares with a value equal to: Pro rata share of up to 6% of any increase in AMGP's equity value in excess of $2.0 billion (equity value calculated using 20-day VWAP of AMGP shares) In no event will the aggregate number of newly-issued AMGP common shares to Series B holders exceed 6% of total common shares outstanding Upon exchange, the redeeming member will surrender its Series B units to IDR LLC for cancellation Maximum dilution to AMGP shareholders: [(AMGP common shares outstanding x 20-day VWAP) less $2.0 billion] x 6% Project Bronco Page 8

View entire presentation