Antero Midstream Partners Mergers and Acquisitions Presentation Deck

Tier II Potential Consolidation Scenarios Cont'd Overview Benefits Considerations • AM acquires AMGP in exchange for AM units and / or cash Extinguishment of AM's IDRs with AMGP becoming a wholly owned subsidiary of AM • . M Improves alignment between AR and AMGP / owners Lowers AM cost of capital due to elimination of IDRs Maintains upstream and midstream vehicles to raise capital Simplification without near-term tax burden to AR and AM unitholders • No tax impact to AR or AM shareholders / unitholders + ✔ + AM Acquisition of AMGP • IDRs not materially impacting AM cost of capital at current time • Inconsistent with the structure employed by recent GP/ MLP simplifications Does not address concerns regarding MLP liquidity and capital market access * . Consistent with current market preference for simplifications/ removals of IDRs + Tax inefficient to have MLP acquire C-Corp Only one precedent in market where MLP acquired C-Corp IDR holder and may not be well received Near term LP dilution to AM holders (including AR) ■ · . i AR Spin / Split-off of AM Units AR distributes AM units pro rata to its shareholders AR shareholders can enter into split-off transaction by exchanging AR shares for AM units * Cashless retirement of AR shares in the case of split - Split may be challenging if units contributed to C-Corp May be able to merge SpinCo with AMGP on a tax-efficient basis • Potentially tax efficient, depending on structure (if units contributed to C-Corp) * Full clarity around AR and AM value in the public markets addressing SOTP discount issues * Does not address market preference for IDR elimination (unless simultaneously repurchased) . Still maintains complexity of three (and potentially four) public currencies Potentially exacerbates market's perceived misalignment between AR and AMGP Preserves optionality to address IDRS / AM cost of capital when IDRS are more substantial and dilution is less pronounced Limits balance sheet / capital structure flexibility for AR by removing dividends received by AM May require access to public markets to fund drilling program Premium is required to entice AR shareholders to exchange their shares for AM shares • Utilize AR's tax assets if units not contributed to C-Corp Antero 14

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