Baird Investment Banking Pitch Book

AMGP-AM ACQUISITION PROPOSAL SUMMARY Proposal provided to the AR Special Committee on June 8, 2018 Overview Exchange Ratio Tax Considerations Ancillary Transactions Treliminar. Draft AMGP acquires all of the outstanding common units of AM in an all equity exchange Each outstanding AM common unit to be exchanged for 1.600 AMGP shares Taxable transaction for holders of AM common units ■ "Step-up" in tax basis to AMGP i. AMGP will be reorganized as a Delaware corporation with typical C-corp corporate governance Each share representing a limited partner interest in AMGP will be converted to one share of common stock of the resulting corporation BAIRD ii. IDRs in AM held by Antero IDR Holdings, LLC, a partially-owned subsidiary of AMGP ("IDR Holdings"), will be cancelled iii. All of the Series B Units of IDR Holdings will be exchanged in a taxable transaction for an aggregate of 18.5 million AMGP shares (outlined on the following page) Project Bronco Page 4

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