AMENDED AND RESTATED CONTRIBUTION AGREEMENT by and between ANTERO RESOURCES CORPORATION and ANTERO MIDSTREAM PARTNERS LP

Exhibit 10.1

AMENDED AND RESTATED

by and between

ANTERO RESOURCES CORPORATION

and

TABLE OF CONTENTS

ARTICLE I	DEFINITIONS	1
Section 1.1	Definitions	1

ARTICLE II	CONTRIBUTION	13
Section 2.1	Contribution	13
Section 2.2	Consideration	13
Section 2.3	Closing	13
Section 2.4	Revenues and Expenses	14

ARTICLE III	CONTRIBUTOR’S REPRESENTATIONS AND WARRANTIES	14
Section 3.1	Organization and Good Standing	14
Section 3.2	Authority; Authorization of Agreement	15
Section 3.3	No Violations	15
Section 3.4	Title; No Liens	16

ARTICLE IV	ANTERO MIDSTREAM’S REPRESENTATIONS AND WARRANTIES	16
Section 4.1	Organization and Good Standing	16
Section 4.2	Authority; Authorization of Agreement	16
Section 4.3	No Violations	16

ARTICLE V	COVENANTS	17
Section 5.1	Asset Transfer; Conduct of Business	17
Section 5.2	Records	17
Section 5.3	Bonds	17
Section 5.4	Required Consents; Carved-Out Assets	17
Section 5.5	Customary Post-Closing Consents	18

ARTICLE VI	TAX MATTERS	19
Section 6.1	Tax Matters	19

ARTICLE VII	ASSUMPTION; DISCLAIMER	19
Section 7.1	Assumption by NewCo	19
Section 7.2	Disclaimer	20

ARTICLE VIII	WATER OPTION; PIPELINE PARTICIPATION	21
Section 8.1	Option in Favor of Antero Midstream	21
Section 8.2	Right of First Offer	22
Section 8.3	Pipeline Participation	23

ARTICLE IX	MISCELLANEOUS PROVISIONS	23
Section 9.1	Notices	23
Section 9.2	Assignment; Successors in Interest	23
Section 9.3	Governing Law	23
Section 9.4	Consent to Jurisdiction, Etc.; Waiver of Jury Trial	24
Section 9.5	Severability	24
Section 9.6	Counterparts	24
Section 9.7	No Third-Party Beneficiaries	24
Section 9.8	Amendment; Waiver	24
Section 9.9	Entire Agreement	24

Section 9.10	Further Cooperation	25
Section 9.11	Transaction Costs	25
Section 9.12	Construction	25

EXHIBITS

Exhibit A-1 Gathering and Compression Assets:

Systems

Gathering and Compression Easements

Gathering and Compression Lands and Gathering and Compression Leases

Compressor Stations

Gathering and Compression Equipment

Gathering and Compression Related Contracts

Gathering and Compression Permits

Gathering and Compression Conveyed IP

Exhibit A-2 Water Assets:

Non-Hydrocarbon Systems

Water Easements

Water Lands and Water Leases

Water Equipment

Water Related Contracts

Water Permits

Water Conveyed IP

Exhibit B-1 Excluded Assets

Exhibit B-2 Retained Liabilities

Exhibit B-3 Retained third party midstream agreements

Exhibit C Form of Gathering Agreement

Exhibit D Form of ROFO Agreement

Exhibit E Form of Water Services Agreement

Exhibit F Form of License Agreement

Exhibit G Required Consents

Exhibit H Excluded Xxxxx

iii

AMENDED AND RESTATED CONTRIBUTION AGREEMENT

THIS AMENDED AND RESTATED CONTRIBUTION AGREEMENT (this “Agreement”) is dated the 10th day of November, 2014, by and between Antero Resources Corporation, a Delaware corporation (“Contributor”), and Antero Midstream Partners LP, a Delaware limited liability company and successor by conversion to Antero Resources Midstream LLC (“Antero Midstream”). Contributor and Antero Midstream are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Parties entered into a Contribution Agreement dated October 16, 2013, and the Parties intend to amend and restate such Contribution Agreement in its entirety as set forth herein;

WHEREAS, Contributor owns 100% of the common economic interests in Antero Midstream (which excludes the special membership interest, which is owned by Antero Resources Midstream Management LLC) and 100% of the membership interests (the “Membership Interests”) in Antero Midstream LLC, a Delaware limited liability company (“NewCo”);

WHEREAS, NewCo shall acquire all of the Gathering and Compression Assets (as defined below) and shall assume certain Liabilities (as defined below) pursuant to an assignment and assumption of the Gathering and Compression Assets and Liabilities by Contributor to NewCo that is anticipated to take place following the date of this Agreement and before Closing, and to be deemed effective as of the Effective Time (as defined below) (the “Asset Transfer”);

WHEREAS, Contributor intends to contribute to Antero Midstream the Membership Interests, and Antero Midstream intends to accept the Membership Interests in accordance with this Agreement; and

WHEREAS, Contributor intends to grant to Antero Midstream an option to acquire and a right of first offer with respect to the Water Assets (as defined below).

NOW, THEREFORE, based on the mutual covenants and agreements herein, the Parties agree that the above-described Contribution Agreement shall hereby be amended and restated in its entirety as follows:

ARTICLE I
DEFINITIONS

Section 1.1 Definitions. In this Agreement, capitalized terms have the meanings provided in this Section 1.1. All references to Sections refer to Sections in this Agreement and all references to Exhibits refer to Exhibits attached to this Agreement, each of which is made a part hereof.

“Affiliate” means, with respect to any Person, another Person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, such first Person. The term “control” and its derivatives with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other voting interests, by contract or otherwise. Notwithstanding the foregoing, Antero Midstream, Contributor and NewCo shall not be deemed to be Affiliates of each other.

“Agreement” has the meaning set forth in the introductory paragraph.

“Antero Midstream” has the meaning set forth in the introductory paragraph.

“Asset Taxes” means sales, use, ad valorem, property, excise or similar Taxes based upon the operation or ownership of the Gathering and Compression Assets but excluding, for the avoidance of doubt, (a) Income Taxes and (b) Transfer Taxes.

“Asset Transfer” has the meaning set forth in the introductory paragraph.

“Asset Transfer Date” means the date on which the Asset Transfer closes (notwithstanding which, it is acknowledged that the Asset Transfer shall be deemed effective as of the Effective Time).

“Assignment” has the meaning set forth in Section 2.3(a)(i).

“Bonds” has the meaning set forth in the definition of Excluded Assets.

“Business Day” means any day except Saturday, Sunday or any day on which banks in the United States are required to be or are customarily closed.

“Carved-Out Asset” has the meaning set forth in Section 5.4(a).

“Closing” means the consummation of the contribution of the Membership Interests contemplated by this Agreement.

“Closing Date” means the date on which Closing occurs.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Units” means common units representing limited partner interests in Antero Midstream (following its conversion to a limited partnership).

“Compressor Stations” has the meaning set forth in the definition of Gathering and Compression Assets.

“Contributor” has the meaning set forth in the introductory paragraph.

“Customary Post-Closing Consents” means (a) consents, notices, approvals, waivers, authorizations and filings from or to (as applicable) Governmental Authorities that are customarily obtained or made (as applicable) after closing in connection with transactions similar to the Asset Transfer and (b) any consents, approvals, waivers and authorizations of Governmental Authorities or other third parties that cannot be unreasonably withheld by the relevant Person.

“Effective Time” means 00:01 a.m. (Central Time) on December 1, 2013.

“Environmental Laws” means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1471 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 through 2629; the Oil Pollution Act, 33 U.S.C. § 2701 et seq.; the Emergency Planning and Community Xxxxx-xx-Xxxx Xxx, 00 X.X.X. § 00000 et seq.; the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq.; the Safe Drinking Water Act, 42 U.S.C. §§ 300f through 300j; and all similar Laws of any Governmental Authority having jurisdiction over the Gathering and Compression Assets in question addressing pollution or protection of human health, safety, natural resources or the environment, Releases or threatened Releases of, or exposure to, Hazardous Materials, or

otherwise relating to the generation, manufacture, processing, distribution, use, treatment, storage, handling, transport or disposal of Hazardous Materials and all amendments to such Laws.

“Excluded Assets” means all right, title and interest of Contributor and its Affiliates in and to any assets, properties, agreements and interests not included in the definitions of Gathering and Compression Assets or Water Assets, including:

(a) the Upstream Assets;

(b) all systems primarily used or intended for the gathering or transportation of Hydrocarbons produced from the Excluded Xxxxx;

(c) all of Contributor’s (and its Affiliates’) corporate minute books, financial records and other business records to the extent such books and records are related to Contributor’s (or any of its Affiliates’) business generally or are otherwise not directly related to the Gathering and Compression Assets or Water Assets;

(d) all claims for refunds, credits, loss carryforwards and similar Tax assets with respect to (i) Asset Taxes allocated to Contributor pursuant to Section 6.1(b), (ii) Income Taxes of Contributor or any of its Affiliates or (iii) any Taxes attributable to any of the assets or properties described in this definition;

(e) all personal computers and associated peripherals and all radio and telephone equipment (and licenses related thereto);

(f) all of Contributor’s (and its Affiliates’) computer software, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property (except the Gathering and Compression Conveyed IP or Water Conveyed IP), and all interests of the Contributor in and to the License Agreement;

(g) all documents and instruments of Contributor (or any of its Affiliates) that may be protected by an attorney-client privilege (other than title opinions and reports on status of title, in each case, with respect to title to any of the Gathering and Compression Assets or Water Assets);

(h) all offices of Contributor and all personal property located therein;

(i) all of the bonds, letters of credit, guarantees, deposits and other pre-payments posted by Contributor or any of its Affiliates with any Governmental Authorities or any other third parties (“Bonds”);

(j) all trade credits, receivables and all other proceeds, income or revenues attributable to the Gathering and Compression Assets or Water Assets with respect to any period of time prior to the Effective Time, or attributable to any of the assets and properties described in this definition with respect to any period of time;

(k) all accounts (including bank accounts) and all cash on hand;

(l) any policy or agreement of insurance or indemnity agreement and any proceeds or awards therefrom;

(m) all assets of Antero Resources Midstream Management LLC and all assets of any Person that directly or indirectly holds any interest in Antero Resources Midstream Management LLC; and

(n) any assets that relate to both the fresh water distribution and upstream businesses of Contributor, including, but not limited to, any of such assets set forth on Exhibit B-1.

(o) all assets described on Exhibit B-1.

“Excluded Xxxxx” means the xxxxx specified on Exhibit H.

“Gathering Agreement” means a natural gas gathering agreement between Contributor and NewCo, effective as of the Effective Time, in substantially the form set forth in Exhibit C.

“Gathering and Compression Assets” means all assets in respect of the gathering and compression business of Contributor on the Asset Transfer Date, including the following:

(a) all systems held by Contributor or an Affiliate of Contributor on the Asset Transfer Date for the gathering or transportation of Hydrocarbons, including the systems described on Exhibit A-1 (the foregoing, collectively, the “Systems”);

(b) all easements, surface use agreements, servitudes, third party permits, licenses, surface leases, sub-surface leases, rights-of-way, grazing rights, logging rights and other similar interests relating to surface operations or for use or occupancy of the surface or the subsurface applicable to the Systems or the Compressor Stations, including the instruments and agreements described on Exhibit A-1 (the foregoing, collectively, the “Gathering and Compression Easements”), to the extent reasonably determined by NewCo to be assignable;

(c) all fee and leasehold interests in real property that relate primarily to the ownership or operation of the assets described in the other clauses of this definition, including the fee and leasehold interests described on Exhibit A-1 (the Gathering and Compression Easements and the interests described in this clause (c), collectively, the “Gathering and Compression Lands”, and the leases under which the leasehold interests described in this clause (c) are, collectively, the “Gathering and Compression Leases”);

(d) all owned compressor stations used on the Systems, including the compressor stations described on Exhibit A-1, and physical possession of any leased compressor stations, including pursuant to any Gathering and Compression Related Contract (the foregoing, collectively, the “Compressor Stations”);

(e) all owned Gathering and Compression Personal Property, including the facilities and equipment described on Exhibit A-1, and physical possession of any leased Gathering and Compression Personal Property, including pursuant to a Gathering and Compression Related Contract (the foregoing, collectively, the “Gathering and Compression Equipment”);

(f) all Gathering and Compression Related Contracts, to the extent reasonably determined by NewCo to be assignable (which shall specifically include all of Contributor’s and its Affiliates rights and claims under that certain Option to

Purchase Equity Interest in Rover Pipeline LLC dated as of June 20, 2014 by and between Contributor and Energy Transfer Partners, L.P. and that certain Participation Agreement dated as of June 20, 2014 by and between Contributor and Series B of M3 Appalachia Operating, LLC, as amended (collectively, the “Pipeline Projects”));

(g) all Hydrocarbons comprising line pack or line fill in any part of the Systems at the Effective Time;

(h) all Permits issued to or held by Contributor or any of its Affiliates in connection with Contributor’s or its Affiliates’ ownership or operation of the other assets described in this definition, including those Permits described on Exhibit A-1 (the foregoing, collectively, the “Gathering and Compression Permits”), to the extent reasonably determined by NewCo to be assignable;

(i) all of Contributor’s and its Affiliates rights, claims and causes of action (including warranty and similar claims that may be made against a third party vendor under a master service agreement or any other Gathering and Compression Related Contract) to the extent, and only to the extent, that such rights, claims or causes of action (i) are associated with the Gathering and Compression Assets and relate to the period of time from and after the Effective Time or (ii) relate to the liabilities to be assumed by NewCo pursuant to the Asset Transfer (excluding any such rights, claims and causes of action that arise from or are related to the ownership by Contributor or its Affiliates of, or the rights of Contributor or its Affiliates in respect of, the Excluded Assets) (the foregoing, collectively, the “Gathering and Compression Claims”), to the extent reasonably determined by NewCo to be assignable;

(j) all prepaid expenses (other than Taxes) attributable to the Gathering and Compression Assets that are paid by or on behalf of Contributor or its Affiliates and are attributable to the periods of time on and after the Effective Time, including prepaid utility charges;

(k) the Gathering and Compression Conveyed IP; and

(l) all of Contributor’s and its Affiliates’ files, records and data directly and primarily relating to the items described in the preceding clauses above on the Asset Transfer Date, including title records (including title opinions and curative documents), surveys, maps and drawings, operating data and records, maintenance records, and correspondence, including any Intellectual Property (other than Trademarks) held by Contributor therein, except (i) to the extent the transfer, delivery or copying of such records may be restricted by contract with a third party or subject to a fee; (ii) all documents and instruments of Contributor that may be protected by the attorney-client privilege; and (iii) all accounting and Tax files, books, records, Tax Returns and Tax work papers related to such items (the foregoing, collectively, the “Gathering and Compression Records”).

Notwithstanding the foregoing, “Gathering and Compression Assets” shall not include any Excluded Assets or any Water Assets.

“Gathering and Compression Claims” has the meaning set forth in the definition of Gathering and Compression Assets.

“Gathering and Compression Conveyed IP” means the Intellectual Property described in Exhibit A-1, including all rights, claims and causes of action for past, present and future infringement and misappropriation of the Gathering and Compression Conveyed IP, including the right to seek injunctive relief and damages, and to collect and retain same.

“Gathering and Compression Easements” has the meaning set forth in the definition of Gathering and Compression Assets.

“Gathering and Compression Equipment” has the meaning set forth in the definition of Gathering and Compression Assets.

“Gathering and Compression Lands” has the meaning set forth in the definition of Gathering and Compression Assets.

“Gathering and Compression Leases” has the meaning set forth in the definition of Gathering and Compression Assets.

“Gathering and Compression Permits” has the meaning set forth in the definition of Gathering and Compression Assets.

“Gathering and Compression Personal Property” means the equipment, structures, fixtures, improvements, equipment, storage tanks, pipelines, manifolds, casing, tubing, pumps, motors, machinery, compression equipment, flow lines, processing and separation facilities and other items of every kind and nature located at or on the Compressor Stations or the Gathering and Compression Lands or primarily used or held for use in connection with the Gathering and Compression Assets at the Asset Transfer Date.

“Gathering and Compression Records” has the meaning set forth in the definition of Gathering and Compression Assets.

“Gathering and Compression Related Contracts” means those gathering, transportation and marketing agreements, hydrocarbon storage agreements, operating agreements, balancing agreements, facilities or equipment leases, interconnection agreements, service and parts agreements and all other contracts to which Contributor or an Affiliate of Contributor is a party on the Asset Transfer Date, that relate primarily to the ownership or operation of the Gathering and Compression Assets and that will be binding on NewCo or any of the Assets after the Asset Transfer Date, including the contracts set forth on Exhibit A-1, but excluding any contract that is an Excluded Asset.

“Governmental Authority” means any federal, state, local, municipal or other governments; any governmental, quasi-governmental, regulatory or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; and any court or governmental tribunal.

“Hazardous Materials” means any substance that, by its nature or its use, is regulated or as to which liability might arise under any Environmental Law including any: (a) chemical, product, material, substance or waste defined as or included in the definition of “hazardous substance,” “hazardous material,” “hazardous waste,” “restricted hazardous waste,” “extremely hazardous waste,” “solid waste,” “toxic waste,” “extremely hazardous substance,” toxic substance,” “toxic pollutant,” “contaminant,” “pollutant,” or words of similar meaning or import found in any Environmental Law; (b) Hydrocarbons, petroleum products, petroleum substances, natural gas, condensate, crude oil or any components, fractions, or derivatives thereof or oil and gas exploration and production waste; and (c) asbestos containing materials, polychlorinated biphenyls, radioactive materials, urea formaldehyde foam insulation, or radon gas.

“Hydrocarbons” means oil and gas and other hydrocarbons produced in association therewith (whether in liquid or gaseous form), or any combination thereof, and any minerals produced in association therewith.

“Income Taxes” means any federal, state, local or foreign Taxes measured by or imposed on net income, gross revenue or receipts, including franchise or similar Taxes.

“Intellectual Property” means (a) patents and patent applications; (b) trade secrets and confidential information, (c) copyrights, registered and unregistered; and (d) trademarks, service marks, trade names, trade dress, and domain names (“Trademarks”).

“Investment Bank” has the meaning set forth in Section 8.1(b)(ii).

“Laws” means any and all applicable laws, statutes, ordinances, Permits, decrees, writs, injunctions, orders, codes, judgments, principles of common law, rules or regulations that are promulgated, issued or enacted by a Governmental Authority having jurisdiction, and includes Environmental Laws.

“Liabilities” means any and all claims, causes of action, payments, charges, judgments, assessments, liabilities, obligations, losses, damages, penalties, fines and other costs and expenses (including reasonable attorneys’ fees and other legal costs and expenses), including any of the foregoing arising out of or otherwise attributable to personal injury or death, property damage, environmental damage or remediation, or violation of Environmental Law.

“License Agreement” means a license agreement in respect of certain intellectual property rights of Contributor, between Contributor and NewCo, effective as of the Effective Time, in substantially the form set forth in Exhibit F.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest, defect, restriction or other encumbrance in respect of such asset.

“Material Adverse Effect” means any change, inaccuracy, effect, event, result, occurrence, condition or fact (for the purposes of this definition, each, an “event”) (whether foreseeable or not and whether covered by insurance or not) that has had or would be reasonably likely to have, individually or in the aggregate with any other event or events, a material adverse effect on the business of NewCo or the Gathering and Compression Assets; provided, however, that a Material Adverse Effect shall not include such material adverse effects resulting from (a) general changes in Hydrocarbon prices; (b) general changes in industry, economic, financial or political conditions or markets; (c) changes in conditions or developments generally applicable to the oil and gas industry, in any area or areas where the Gathering and Compression Assets are located; (d) acts of God, including hurricanes, storms and other natural disasters; (e) acts or failures to act of Governmental Authorities; or (f) civil unrest or similar disorder, terrorist acts, any outbreak of hostilities of war.

“Membership Interests” has the meaning set forth in the introductory paragraph.

“NewCo” has the meaning set forth in the introductory paragraph.

“Non-Hydrocarbon Systems” has the meaning set forth in the definition of Water Assets.

“Operating Expenses” means all operating expenses (including costs of insurance but excluding Asset Taxes) and capital expenditures incurred in the ownership and operation of the Gathering and Compression Assets.

“Party” and “Parties” have the meanings set forth in the introductory paragraph.

“Permit” means any permit, license, certificate, consent, approval, waiver, exemption, variance, authorization, registration and any similar item required under any Law or issued by any Governmental Authority.

“Permitted Liens” means, with respect to any Gathering and Compression Asset:

(a) any Governmental Authority or other third party consent, notice, approval, waiver, authorization or filing required in respect of such Gathering and Compression Asset in connection with the Asset Transfer, including the Required Consents in respect of any Carved-Out Asset and the Customary Post-Closing Consents;

(b) the dedications and any other Liens under the Gathering Agreement, the ROFO Agreement and the Shared Use Agreements;

(c) rights reserved to or vested in a Governmental Authority having jurisdiction to control or regulate such Gathering and Compression Asset in any manner whatsoever and all Laws of such Governmental Authorities;

(d) Liens for Taxes, assessments and similar charges that are (i) not yet due or (ii) being contested in good faith by appropriate proceedings;

(e) mechanic’s, materialman’s, carrier’s, repairer’s and other similar Liens arising or incurred in the ordinary course of business that are not yet due and payable;

(f) Easements, Leases and Permits affecting such Asset, and ponds, lakes, waterways, canals, ditches, reservoirs, equipment, pipelines, utility lines, railways, streets, roads and structures on, over or through such Asset, in each case, to the extent the same do not materially affect or impair the ownership, operation or use of such Asset (either as owned, operated or used immediately before the Asset Transfer Date, or as contemplated to be built out and owned, operated and used by NewCo following the Asset Transfer Date);

(g) any undetermined or inchoate liens or charges constituting or securing the payment of expenses that were incurred incidental to operation or use of such Asset;

(h) the terms and conditions of the instruments creating the Asset, if applicable; and

(i) Liens created by any third party owner of the Lands.

“Person” means an individual, partnership, corporation, limited liability company, trust, Governmental Authority or other entity.

“Pipeline Projects” has the meaning set forth in the definition of Gathering and Compression Assets.

“Primary Offering” has the meaning set forth in the Registration Rights Agreement between Contributor and Antero Midstream entered into on the date hereof.

“Proposed Transaction” has the meaning set forth in Section 8.2(b).

“Release” means any depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning, emptying, discharging, migrating, injecting, escaping, leaching, dumping, or disposing.

“Required Consents” means (a) the consents, notices, approvals, waivers, authorizations and filings set forth on Exhibit G and (b) any Governmental Authority or other third party consent, notice, approval, waiver, authorization or filing that is material to the consummation of the Asset Transfer.

“Retained Liabilities” means (a) any and all Income Taxes imposed on Contributor or any of its Affiliates; the Asset Taxes allocable to Contributor pursuant to Section 6.1(b); any Taxes imposed on or with respect to the Excluded Assets; and any and all other Taxes imposed on or with respect to the Gathering and Compression Assets for any taxable period (or portion thereof) ending before the Effective Time; and (b) the Liabilities described on Exhibit B-2.

“Right of First Offer” has the meaning set forth in Section 8.2(a).

“ROFO Agreement” means a right of first offer agreement relating to natural gas processing and certain other services between Contributor and NewCo, effective as of the Effective Time, in substantially the form set forth in Exhibit D.

“ROFO Notice” has the meaning set forth in Section 8.2(b).

“ROFO Response” has the meaning set forth in Section 8.2(b).

“Shared Use Agreements” has the meaning set forth in Section 2.3(b)(iv).

“Straddle Period” means any Tax period beginning before and ending at or after the Effective Time.

“Systems” has the meaning set forth in the definition of Gathering and Compression Assets.

“Tax” and “Taxes” means (a) all taxes, assessments, fees, unclaimed property and escheat obligations, and other charges of any kind whatsoever imposed by any Governmental Authority, including any federal, state, local and/or foreign income tax, surtax, remittance tax, presumptive tax, net worth tax, special contribution tax, production tax, value added tax, withholding tax, gross receipts tax, windfall profits tax, profits tax, ad valorem tax, personal property tax, real property tax, sales tax, goods and services tax, service tax, transfer tax, use tax, excise tax, premium tax, stamp tax, motor vehicle tax, entertainment tax, insurance tax, capital stock tax, franchise tax, occupation tax, payroll tax, employment tax, unemployment tax, disability tax, alternative or add-on minimum tax and estimated tax, (b) any interest, fine, penalty or additions to tax imposed by a Governmental Authority in connection with any item described in clause (a), and (c) any liability in respect of any item described in clauses (a) or (b) above, that arises by reason of a contract, assumption, transferee or successor liability, operation of Law (including by reason of participation in a consolidated, combined or unitary Tax Return) or otherwise.

“Tax Return” means any report, return, information statement, election, document, estimated tax filing, declaration or other filing provided to any Governmental Authority in respect of Taxes including any attachments thereto and amendments thereof.

“Trademarks” has the meaning set forth in the definition of Intellectual Property.

“Transfer” means to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of, whether in one or a series of transactions.

“Transfer Taxes” has the meaning set forth in Section 6.1(a).

“Upstream Assets” means all assets held by Contributor or an Affiliate of Contributor at any time in respect of the upstream business of Contributor and its Affiliates, including all interests of Contributor or its Affiliates:

(a) in and to any oil and gas xxxxx and leases, including all mineral interests, royalty interests, overriding royalty interests, production payments, other payments out of or measured by the value of oil and gas production, net profits interests, carried interests, farmout or farmin rights, options, subleases, and all other rights and interests that Contributor or its Affiliates have in and to any oil and gas leases, any lands pooled or unitized therewith and any oil and gas xxxxx;

(b) in and to (i) any Hydrocarbons, carbon dioxide or water or other non-Hydrocarbons in and under, or which may be produced and saved from or attributable to, the leases or lands referred to in clause (a), or any interests pooled or unitized therewith; and (ii) any water the subject of any water rights agreement between Contributor and any third party;

(c) other than any line fill and line pack that is expressly included in the Gathering and Compression Assets or Water Assets, all Hydrocarbons in storage or existing in stock tanks, pipelines and/or plants (including inventory) on the Systems and all carbon dioxide, water and other non-Hydrocarbons in storage or existing in stock tanks, pipelines and/or plants (including inventory) on the Non-Hydrocarbon Systems;

(d) with respect to the use and occupancy of the surface of and the subsurface depths under the lands and leases referred to in clause (a), and rights of ingress and egress and similar rights and interests pertaining to, situated on or used in connection with such lands and leases, except, in the case of surface and access rights, to the extent such surface rights comprise a part of the Gathering and Compression Lands and Water Lands;

(e) in and to any oil, gas or mineral unitization, pooling, operating and communitization agreements, joint venture agreements, farmin and farmout agreements, exploration agreements, exchange agreements, declarations, orders, rules, regulations or other official acts of any Governmental Authority and the units created thereby, including all units voluntarily formed or formed under orders, regulations, rules or other official acts of any Governmental Authority having jurisdiction;

(f) in and to all surface and subsurface personal property, equipment, machinery, fixtures, movable and immovable property and improvements on or appurtenant to the leases, lands or xxxxx described in clause (a), or used or obtained in connection with the exploration, development or operation of such leases, lands or xxxxx, including any trucks and cars, drilling/workover rigs and rolling stock and all equipment, pipe and inventory that is not currently being used or currently designated for use in connection with the ownership or operation of the Gathering and Compression Assets or Water Assets (whether located on or off the Gathering and Compression Assets or Water Assets); and

(g) in and to (i) the Gathering Agreement and the ROFO Agreement, and (ii) all agreements with third parties for midstream services, including the agreements set forth on Exhibit B-3.

“Water Assets” means all assets in respect of the fresh water distribution business of Contributor, including the following:

(a) all assets and systems held by Contributor or an Affiliate of Contributor for the gathering or transportation of water, carbon dioxide or other non-Hydrocarbons, or the treatment, transportation, handling or disposal of waste water or other fluid waste, including the systems described on Exhibit A-2 (the foregoing, collectively, the “Non-Hydrocarbon Systems”);

(b) all easements, surface use agreements, servitudes, third party permits, licenses, surface leases, sub-surface leases, rights-of-way, grazing rights, logging rights and other similar interests relating to surface operations or for use or occupancy of the surface or the subsurface applicable to the Non-Hydrocarbon Systems, including the instruments and agreements described on Exhibit A-2 (the foregoing, collectively, the “Water Easements”), to the extent reasonably determined by Contributor to be assignable;

(c) all fee and leasehold interests in real property that relate primarily to the ownership or operation of the assets described in the other clauses of this definition, including the fee and leasehold interests described on Exhibit A-2 (the Water Easements and the interests described in this clause (c), collectively, the “Water Lands”, and the leases under which the leasehold interests described in this clause (c) are, collectively, the “Water Leases”);

(d) all of the Water Personal Property, including the facilities and equipment described on Exhibit A-2 (the foregoing, collectively, the “Water Equipment”);

(e) all Water Related Contracts, to the extent reasonably determined by Contributor to be assignable;

(f) all Permits issued to or held by Contributor or any of its Affiliates in connection with Contributor’s or its Affiliates’ ownership or operation of the other assets described in this definition, including those Permits described on Exhibit A-2 (the foregoing, collectively, the “Water Permits”), to the extent reasonably determined by Contributor to be assignable;

(g) all of Contributor’s and its Affiliates rights, claims and causes of action (including warranty and similar claims that may be made against a third party vendor under a master service agreement or any other Water Related Contract) to the extent, and only to the extent, that such rights, claims or causes of action (i) are associated with the Water Assets and relate to the period of time from and after the acquisition of the Water Assets by Antero Midstream or (ii) relate to the liabilities to be assumed by Antero Midstream pursuant to any purchase of the Water Assets (excluding any such rights, claims and causes of action that arise from or are related to the ownership by Contributor or its Affiliates of, or the rights of Contributor or its Affiliates in respect of, the Excluded Assets) (the foregoing, collectively, the “Water Claims”), to the extent reasonably determined by Contributor to be assignable;

(h) all prepaid expenses (other than Taxes) attributable to the Water Assets that are paid by or on behalf of Contributor or its Affiliates and are attributable to the periods of time on and after the acquisition of the Water Assets by Antero Midstream, including prepaid utility charges;

(i) the Water Conveyed IP; and

(j) all of Contributor’s and its Affiliates’ files, records and data directly and primarily relating to the items described in the preceding clauses above, including title records (including title opinions and curative documents), surveys, maps and drawings, operating data and records, maintenance records, and correspondence, including any Intellectual Property (other than Trademarks) held by Contributor therein, except (i) to the extent the transfer, delivery or copying of such records may be restricted by contract with a third party or subject to a fee; (ii) all documents and instruments of Contributor that may be protected by the attorney-client privilege; and (iii) all accounting and Tax files, books, records, Tax Returns and Tax work papers related to such items (the foregoing, collectively, the “Water Records”).

Notwithstanding the foregoing, “Water Assets” shall not include any Excluded Assets or any Gathering and Compression Assets.

“Water Claims” has the meaning set forth in the definition of Water Assets.

“Water Conveyed IP” means (a) all Intellectual Property (other than Trademarks) owned by Contributor primarily relating to the operation of the Non-Hydrocarbon Systems and (b) the Intellectual Property described in Exhibit A-2, including all rights, claims and causes of action for past, present and future infringement and misappropriation of the Water Conveyed IP, including the right to seek injunctive relief and damages, and to collect and retain same.

“Water Easements” has the meaning set forth in the definition of Water Assets.

“Water Equipment” has the meaning set forth in the definition of Water Assets.

“Water Lands” has the meaning set forth in the definition of Water Assets.

“Water Leases” has the meaning set forth in the definition of Water Assets.

“Water Option” has the meaning set forth in Section 8.1(a).

“Water Permits” has the meaning set forth in the definition of Water Assets.

“Water Personal Property” means the equipment, structures, fixtures, improvements, equipment, storage tanks, pipelines, manifolds, casing, tubing, pumps, motors, machinery, flow lines and other items of every kind and nature located at or on the Water Lands or primarily used or held for use in connection with the Water Assets.

“Water Records” has the meaning set forth in the definition of Water Assets.

“Water Related Contracts” means those transportation agreements, operating agreements, balancing agreements, facilities or equipment leases, interconnection agreements, service and parts agreements and all other contracts to which Contributor or an Affiliate of Contributor is a party, that relate primarily to the ownership or operation of the Water Assets and that will be binding on Antero

Midstream or any of the Water Assets after the acquisition by Antero Midstream , including the contracts set forth on Exhibit A-2, but excluding any contract that is an Excluded Asset.

“Water Services Agreement” means a water services agreement between Contributor and NewCo in substantially the form set forth in Exhibit E.

ARTICLE II
CONTRIBUTION

Section 2.1 Contribution. Subject to the terms and conditions of this Agreement, Contributor shall contribute and Antero Midstream shall accept, the Membership Interests, free and clear of all Liens.

Section 2.2 Consideration. In consideration of the contribution of the Membership Interests under this Agreement, upon the completion of any Qualified Public Offering (as such term is defined in the Limited Liability Company Agreement of Antero Midstream) or any Primary Offering, Contributor shall be entitled to receive, including pursuant to a distribution in redemption of Common Units, all or a portion of the proceeds of such Qualified Public Offering or Primary Offering, as applicable, as reimbursement for the capital expenditures (a) incurred by Contributor with respect to the Gathering and Compression Assets prior to the Asset Transfer Date or (b) (i) incurred by Contributor or (ii), if incurred by NewCo, deemed to be incurred by Contributor for U.S. federal income tax purposes, with respect to the Gathering and Compression Assets after the Asset Transfer Date and before the Closing, but in each case only to the extent that the proceeds of such Qualified Public Offering or Primary Offering, as applicable, exceed the amount of capital needed by Antero Midstream as reasonably determined by Antero Resources Midstream Management LLC.

Section 2.3 Closing. The Closing shall take place at the offices of Xxxxxx & Xxxxxx LLP, 0000 Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 at 9:00 a.m. (Central Time) on the date on which Antero Midstream elects that Closing shall occur. At the Closing:

(a) Antero Midstream shall deliver the following to Contributor:

(i) an original executed counterpart of an assignment of membership interests (the “Assignment”) to effect the contribution of the Membership Interests as contemplated by this Agreement; and

(ii) any other items that are required by this Agreement to be executed and/or delivered by Antero Midstream on the Closing Date or are reasonably necessary or desirable to effect the consummation of the contribution of the Membership Interests to Antero Midstream.

(b) Contributor shall deliver the following to Antero Midstream:

(i) an original executed copy of the Assignment;

(ii) an executed certificate of non-foreign status described in Treasury Regulation §1.1445-2(b)(2);

(iii) original executed counterparts of the Gathering Agreement, the ROFO Agreement, and the License Agreement duly executed by Contributor and NewCo and effective as of the Effective Date;

(iv) original executed counterparts of such shared use agreements and other instruments relating to the Contributor and Antero Midstream’s continued access to, and use of,

respectively, the Gathering and Compression Assets and the retained assets of Contributor (including the Water Assets) (collectively, the “Shared Use Agreements”), as may be reasonably required by Antero Midstream in order for Antero Midstream to develop, construct, own and operate the Gathering and Compression Assets and the related business going forward, and for Contributor to continue to own and operate its retained business; and

(v) any other items that are required by this Agreement to be executed and/or delivered by Contributor on the Closing Date or are reasonably necessary or desirable to effect the consummation of the transactions contemplated hereby.

Section 2.4 Revenues and Expenses.

(a) Except as expressly provided otherwise in Section 7.1 or otherwise in this Agreement, Contributor or its applicable Affiliate shall remain entitled to all of the rights of ownership (including the right to all proceeds) and shall remain responsible for all Operating Expenses, in each case attributable to the Gathering and Compression Assets for the period of time prior to the Effective Time. Except as expressly provided otherwise in Section 7.1, NewCo shall be entitled to all of the rights of ownership (including the right to all proceeds), and shall be responsible for all Operating Expenses, in each case attributable to the Gathering and Compression Assets from and after the Effective Time.

(b) If any Party (or NewCo) receives monies that, in accordance with the principles set forth in Section 2.4(a), belong to the other Party (or NewCo), then the receiving party shall, within 30 days after the end of the month in which such amounts were received, pay such amounts to the proper party. If any Party (or NewCo) pays monies for Operating Expenses which are the obligation of the other Party (or NewCo), then such other Party (or NewCo, as applicable) shall, within 30 days after the end of the month in which the applicable invoice and proof of payment of such invoice were received, reimburse the party that paid such Operating Expenses. If a Party (or NewCo) receives an invoice of an expense or obligation which is owed by the other Party (or NewCo), such party receiving the invoice shall promptly forward such invoice to the party obligated to pay the same. If an invoice or other evidence of an obligation is received by a Party (or NewCo), which is partially an obligation of both Contributor and NewCo, then the Parties and NewCo shall consult among themselves, and each shall promptly pay its portion of such obligation to the obligee.

(c) Each of Contributor, Antero Midstream and NewCo shall be permitted to offset any Operating Expenses owed by such party to any other party pursuant to this Section 2.4 against revenues owing by that party to the first party pursuant to this Section 2.4, but not otherwise.

ARTICLE III
CONTRIBUTOR’S REPRESENTATIONS AND WARRANTIES

Contributor represents and warrants to Antero Midstream the following as of the date of this Agreement, as of the Asset Transfer Date and as of Closing (except to the extent that a specific date is referred to, in which case Contributor represents and warrants to Antero Midstream that such statement is correct as of such specific date):

Section 3.1 Organization and Good Standing. Contributor is a corporation, duly organized and validly existing under the Laws of the State of Delaware. NewCo is a limited liability company, duly formed and validly existing under the Laws of the State of Delaware. Each of Contributor and NewCo is duly licensed or qualified to do business as a foreign corporation, and is in good standing, in all jurisdictions in which such qualification is required by Law, except where the failure to qualify would not have a Material Adverse Effect.

Section 3.2 Authority; Authorization of Agreement. Contributor has all requisite power and authority to consummate the Asset Transfer on the Asset Transfer Date and has all requisite power and authority to execute and deliver this Agreement and the documents contemplated hereby to be executed and delivered by Contributor, to consummate the transactions contemplated by this Agreement and such documents and to perform all of its obligations herein and therein. This Agreement constitutes, and such documents, when executed and delivered by Contributor, shall constitute, and all documents effecting the Asset Transfer will constitute, the valid and binding obligation of Contributor, enforceable against it in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency or other Laws relating to or affecting the enforcement of creditors’ rights and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

Section 3.3 No Violations.

(a) Except for (x) any Customary Post-Closing Consents and (y) any Required Consents in respect of any Carved-Out Assets: (a) there are no consents, notices, approvals, waivers, authorizations and filings or other prohibitions on assignment that are applicable to the Asset Transfer; and (b) Contributor’s execution and delivery of any documents relating to the Asset Transfer, and the consummation of the Asset Transfer, shall not (as of the Asset Transfer Date):

(i) conflict with or require the consent, approval, waiver or authorization of, or the notice or filing to, any Person under any of the terms, conditions or provisions of the organizational documents of Contributor or NewCo;

(ii) violate any provision of, or require any consents, notices, approvals, waivers, authorizations and filings under, any Laws (excluding Environmental Laws) applicable to Contributor or NewCo except (in each case) where such violation or the failure to make or obtain such consents, notices, approvals, waivers, authorizations and filings would not have a Material Adverse Effect;

(iii) conflict with, result in a breach of, constitute a default under or constitute an event that with notice or lapse of time, or both, would constitute a default under, accelerate or permit the acceleration of the performance required by, or require any consents, notices, approvals, waivers, authorizations and filings under any Related Contract, except where such conflict, breach or default would not have a Material Adverse Effect; or

(iv) result in the creation or imposition of any Lien upon one or more of the Gathering and Compression Assets except where such Lien would not have a Material Adverse Effect.

(b) In respect of the contribution of the Membership Interests (a) there are no consents, notices, approvals, waivers, authorizations and filings or other prohibitions on transfer that are applicable to the contribution of the Membership Interests by Contributor to Antero Midstream as contemplated by this Agreement; and (b) Contributor’s execution and delivery of any documents relating to the contribution of the Membership Interests, and the consummation of the contribution of the Membership Interests, shall not:

(ii) violate any provision of, or require any consents, notices, approvals, waivers, authorizations and filings under, any Laws (excluding Environmental Laws) applicable to

Contributor or NewCo except (in each case) where such violation or the failure to make or obtain such consents, notices, approvals, waivers, authorizations and filings would not have a Material Adverse Effect;

(iv) result in the creation or imposition of any Lien upon the Membership Interests except where such Lien would not have a Material Adverse Effect.

Section 3.4 Title; No Liens. Contributor is the sole legal and beneficial owner of the Membership Interests. Except for Permitted Liens and Liens that will be released at Closing, there are no Liens upon all or any part of the Membership Interests or upon any of the Gathering and Compression Assets.

ARTICLE IV
ANTERO MIDSTREAM’S REPRESENTATIONS AND WARRANTIES

Antero Midstream represents and warrants to Contributor the following as of the date of this Agreement and as of Closing (except to the extent that a specific date is referred to, in which case Antero Midstream represents and warrants to Contributor that such statement is correct as of such specific date):

Section 4.1 Organization and Good Standing. Antero Midstream is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. Antero Midstream is duly licensed or qualified to do business as a foreign entity and is in good standing in all jurisdictions in which it is required by Law except where the failure to qualify would not have a material adverse effect on the business, financial condition or results in operations of Antero Midstream or any of its subsidiaries taken as a whole or have a material adverse effect on Antero Midstream’s ability to consummate the transactions contemplated by, or to perform its obligations under, this Agreement.

Section 4.2 Authority; Authorization of Agreement. Antero Midstream has all requisite power and authority to execute and deliver this Agreement and the documents contemplated hereby to be executed and delivered by Antero Midstream, to consummate the transactions contemplated by this Agreement and such documents and to perform all of its obligations herein and therein. This Agreement constitutes, and such documents, when executed and delivered by Antero Midstream, shall constitute, the valid and binding obligation of Antero Midstream, enforceable against Antero Midstream in accordance with its and their terms, except as such enforceability may be limited by bankruptcy, insolvency or other Laws relating to or affecting the enforcement of creditors’ rights and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

Section 4.3 No Violations. Antero Midstream’s execution and delivery of this Agreement and the documents contemplated hereby to be executed and delivered by Antero Midstream, and the consummation of the transactions contemplated by this Agreement and such documents do not:

(a) conflict with or require the consent, approval, waiver or authorization of, or the notice or filing to, any Person under any of the terms, conditions or provisions of the organizational documents of Antero Midstream;

(b) violate any provision of, or require any consents, notices, approvals, waivers, authorizations and filings under any Laws (excluding Environmental Laws) applicable to Antero Midstream; or

(c) conflict with, result in a breach of, constitute a default under or constitute an event that, with notice or lapse of time, or both, would constitute a default under, accelerate or permit the acceleration of the performance required by, or require any consents, notices, approvals, waivers, authorizations and filings under: (i) any material agreement or any mortgage, indenture, loan, credit agreement or other agreement evidencing indebtedness for borrowed money to which Antero Midstream is a party or by which Antero Midstream (or any of its assets) is bound, except (in each case) where such conflict, breach or default would not materially affect Antero Midstream’s ability to consummate the transactions contemplated hereby or thereby or (ii) any order, judgment or decree of any Governmental Authority.

ARTICLE V
COVENANTS

Section 5.1 Asset Transfer; Conduct of Business. As soon as reasonably practicable after the date of this Agreement and before Closing, Contributor shall cause the Asset Transfer to be completed (with a deemed effective time as of the Effective Time). In addition, from the date of this Agreement until the Closing:

(a) Contributor shall, and shall cause NewCo to, operate its business (solely as it relates to the Gathering and Compression Assets) in the ordinary course, except in respect of (i) operations necessary to respond to or alleviate the imminent or immediate endangerment of the health or safety of any individual or the environment or the safety or operational condition of any of the Gathering and Compression Assets, (ii) actions and operations necessary to develop, construct and hookup any midstream assets of NewCo, Contributor or their respective Affiliates that are under development or construction as of the date of this Agreement, or that become under development or construction between the date of this Agreement and Closing, or (iii) any actions expressly consented to in writing by Antero Midstream; and

(b) Contributor shall not, and shall cause its Affiliates not to, assign or otherwise dispose of, or agree to assign or otherwise dispose of, all or any part of the Membership Interests, or create any Lien on all or any part of the Membership Interests.

Section 5.2 Records. Contributor shall use commercially reasonable efforts to make available or deliver to Antero Midstream or NewCo all of the Gathering and Compression Records as soon as practicable after the Closing Date, to the extent not so delivered in connection with the Asset Transfer. Contributor shall have no obligation to deliver any Gathering and Compression Records to Antero Midstream or NewCo that include information relating to Excluded Assets. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, Contributor may retain a copy of any or all of the Gathering and Compression Records.

Section 5.3 Bonds. Contributor will cause NewCo to put into place a replacement for each Bond relating to the Gathering and Compression Assets directly with the relevant Governmental Authority or other third party, as of the Asset Transfer Date.

Section 5.4 Required Consents; Carved-Out Assets.

(a) In respect of any Asset that is not assigned to NewCo on the Asset Transfer Date, including any Gathering and Compression Asset to which a Required Consent applies and for which such

Required Consent is not obtained before the Asset Transfer Date (each such Gathering and Compression Asset, a “Carved-Out Asset”):

(i) Contributor shall, on the Asset Transfer Date, deliver to NewCo such documents and take such actions as Antero Midstream, acting reasonably, determines necessary or desirable to give to NewCo the benefit of the Carved-Out Asset and to cause NewCo to be responsible for all of the liabilities associated therewith (which may include Contributor holding title to such Carved-Out Asset in trust for NewCo, Contributor sub-leasing, sub-contracting or licensing such Carved-Out Gathering and Compression Asset to NewCo, NewCo assuming the pre-Effective Time Liabilities of Contributor under the Gathering and Compression Related Contracts to the extent required for an assignment of such Gathering and Compression Related Contracts to be effective, or any other arrangement);

(ii) unless and until such Carved-Out Asset is contributed pursuant to paragraph (iii) or (iv) below or otherwise by mutual agreement of the Parties, from and after the Asset Transfer Date:

(A) Contributor shall (up to Closing) and Antero Midstream shall (after Closing) cause NewCo to perform all obligations of Contributor under such Carved-Out Asset; and

(B) if such Carved-Out Asset is a Gathering and Compression Claim, Gathering and Compression Easement, Gathering and Compression Lease, Gathering and Compression Related Contract or Gathering and Compression Permit, Contributor shall take no action (and shall make no omission) the taking (or omission, as applicable) of which would be reasonably likely to (1) comprise or cause a breach, violation or default of or under such Gathering and Compression Claim, Gathering and Compression Easement, Gathering and Compression Lease, Gathering and Compression Related Contract or Gathering and Compression Permit or (2) in respect of a Gathering and Compression Permit, cause its revocation, cancellation, suspension or adverse modification;

(iii) if such Carved-Out Asset requires a Required Consent, from and after the Asset Transfer Date, each Party shall, and Contributor shall (up to Closing) and Antero Midstream shall (after Closing) cause NewCo to use its commercially reasonable endeavors to cooperate with the other Party and NewCo in seeking to obtain such Required Consent and, in the event that such Required Consent is obtained, then, as soon as reasonably practicable (and no later than the tenth Business Day) after such Required Consent is obtained, Contributor shall contribute such Carved-Out Asset to NewCo for no additional consideration; and

(iv) from and after the Asset Transfer Date, each Party shall, and Contributor shall (up to Closing) and Antero Midstream shall (after Closing) cause NewCo to use its commercially reasonable endeavors to cooperate with the other Party and NewCo in taking all other actions as may be reasonably required by either Party to cause such Carved-Out Asset to become assignable, if possible, and, in the event that such Carved-Out Asset becomes assignable, then, as soon as reasonably practicable (and no later than the tenth Business Day) thereafter (assuming prior receipt of Required Consents), Contributor shall contribute such Carved-Out Asset to NewCo for no additional consideration.

Section 5.5 Customary Post-Closing Consents. From and after the Asset Transfer Date, each Party shall, and Contributor shall (up to Closing) and Antero Midstream shall (after Closing), cause NewCo to use its commercially reasonable endeavors to cooperate with the other Party in seeking to obtain each Customary Post-Closing Consent in connection with the Asset Transfer to the extent not previously obtained.

ARTICLE VI
TAX MATTERS

Section 6.1 Tax Matters.

(a) Transfer Taxes. To the extent that any transfer, sales, purchase, use, stamp, registration or other similar Taxes (collectively, “Transfer Taxes”) are payable as a result of the transactions contemplated by this Agreement or the Asset Transfer, such Transfer Taxes shall be borne and timely paid by Contributor. Contributor and Antero Midstream, as appropriate, shall, and Contributor shall (up to Closing) and Antero Midstream shall (after Closing) cause NewCo to, at the expense of Contributor, file, to the extent required by applicable Laws, all necessary Tax Returns and other documentation with respect to such Taxes, and, if required by applicable Laws, Contributor, NewCo and Antero Midstream, as appropriate, will join in the execution of any such Tax Return or other documentation of the other.

(b) Asset Taxes. Contributor shall bear all Asset Taxes attributable to (A) any Tax period ending prior to the Effective Time and (B) the portion of any Straddle Period ending immediately prior to the Effective Time. Antero Midstream shall bear all Asset Taxes attributable to (A) any Tax period beginning at or after the Effective Time and (B) the portion of any Straddle Period beginning at the Effective Time. For purposes of determining the allocation of Asset Taxes for Straddle Periods, (i) Asset Taxes that are imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) shall be allocated between the portion of such Straddle Period ending immediately prior to the Effective Time and the portion of such Straddle Period beginning at the Effective Time based on the portion of the Straddle Period in which the transaction giving rise to such Asset Taxes occurred, and (ii) Asset Taxes that are ad valorem, property or other Asset Taxes imposed on a periodic basis pertaining to a Straddle Period shall be allocated between the portion of such Straddle Period ending immediately prior to the Effective Time and the portion of such Straddle Period beginning at the Effective Time by prorating each such Asset Tax based on the number of days in the applicable Straddle Period that occur before the Effective Time, on the one hand, and the number of days in such Straddle Period that occur at or after the Effective Time, on the other hand.

(c) Tax Cooperation. The Parties shall cooperate fully, and Contributor (before Closing) and Antero Midstream (after Closing) shall cause NewCo to cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes relating to the Gathering and Compression Assets. Such cooperation shall include the retention and (upon another Party’s request) the provision of records and information that are relevant to any such Tax Return or audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided under this Agreement. The Parties agree to retain all books and records with respect to Tax matters pertinent to the Gathering and Compression Assets relating to any taxable period beginning at the Effective Time until the expiration of the statute of limitations of the respective taxable periods and to abide by all record retention agreements entered into with any Governmental Authority.

ARTICLE VII
ASSUMPTION; DISCLAIMER

Section 7.1 Assumption by NewCo. The Parties acknowledge that, in connection with the Asset Transfer, NewCo is expected to assume and agree to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid and discharged) all Liabilities, known or unknown, with respect to the Gathering and Compression Assets to the extent arising on or after the Effective Time; provided that the

Parties acknowledge that NewCo shall not assume any Liabilities of Contributor resulting from, relating to or arising out of the Retained Liabilities or, for the avoidance of doubt, relating to or arising out of the Excluded Assets. From and after Closing, Contributor shall indemnify Antero Midstream and NewCo in respect of all Retained Liabilities and all Liabilities relating to or arising out of the Excluded Assets.

Section 7.2 Disclaimer.

(a) EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN ARTICLE III AND IN THE ASSIGNMENT, (I) CONTRIBUTOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY OR IMPLIED AND (II) CONTRIBUTOR EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ANTERO MIDSTREAM OR ITS EMPLOYEES, AGENTS, CONSULTANTS OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ANTERO MIDSTREAM BY ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR ADVISOR OF CONTRIBUTOR).

(b) EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN ARTICLE III AND IN THE ASSIGNMENT, CONTRIBUTOR EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, AS TO (I) TITLE TO ANY OF THE GATHERING AND COMPRESSION ASSETS OR THE MEMBERSHIP INTERESTS, (II) ANY ESTIMATES OF THE VALUE OF THE GATHERING AND COMPRESSION ASSETS OR THE MEMBERSHIP INTERESTS OR FUTURE REVENUES GENERATED BY THE GATHERING AND COMPRESSION ASSETS, (III) THE CONDITION, QUALITY, SUITABILITY OR MARKETABILITY OF THE GATHERING AND COMPRESSION ASSETS, (IV) THE CONTENT, CHARACTER OR NATURE OF ANY INFORMATION MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY CONTRIBUTOR OR THIRD PARTIES WITH RESPECT TO THE GATHERING AND COMPRESSION ASSETS, AND (V) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE TO ANTERO MIDSTREAM OR ITS EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE ASSET TRANSFER OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DISCUSSION OR PRESENTATION RELATING THERETO. EXCEPT AS AND TO THE EXTENT EXPRESSLY REPRESENTED OTHERWISE IN ARTICLE III AND IN THE ASSIGNMENT, CONTRIBUTOR FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, OF MERCHANTABILITY, FREEDOM FROM LATENT VICES OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY ASSETS, RIGHTS OF A PURCHASER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, IT BEING ACKNOWLEDGED BY THE PARTIES THAT, EXCEPT AS AND TO THE EXTENT OTHERWISE PROVIDED IN ARTICLE III OR IN THE ASSIGNMENT, NEWCO SHALL BE DEEMED TO HAVE OBTAINED THE GATHERING AND COMPRESSION ASSETS PURSUANT TO THE ASSET TRANSFER IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS OR DEFECTS (KNOWN OR UNKNOWN, LATENT, DISCOVERABLE OR UNDISCOVERABLE) AND THAT ANTERO MIDSTREAM HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS OF THE GATHERING AND COMPRESSION ASSETS AS ANTERO MIDSTREAM DEEMS APPROPRIATE.

(i) CONTRIBUTOR HAS NOT MADE ANY REPRESENTATION OR WARRANTY TO ANTERO MIDSTREAM, AND THE PARTIES ACKNOWLEDGE THAT CONTRIBUTOR HAS NOT MADE ANY REPRESENTATION OR WARRANTY TO NEWCO, REGARDING ANY MATTER OR CIRCUMSTANCE RELATING TO ENVIRONMENTAL LAWS, ENVIRONMENTAL PERMITS, THE RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS INTO THE ENVIRONMENT, EXPOSURE TO HAZARDOUS MATERIALS, OR THE PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL RESOURCES OR THE ENVIRONMENT, OR ANY OTHER ENVIRONMENTAL CONDITION OF THE GATHERING AND COMPRESSION ASSETS, AND NOTHING IN THIS AGREEMENT OR OTHERWISE SHALL BE CONSTRUED AS SUCH A REPRESENTATION OR WARRANTY.

(ii) Notwithstanding Section 7.2(c)(i):

(A) With effect from Closing, Contributor shall indemnify and hold harmless Antero Midstream from and against all Liabilities arising under Environmental Law to the extent resulting from Contributor’s operation or ownership of the Gathering and Compression Assets and occurring before the Effective Time;

(B) With effect from Closing, Antero Midstream shall cause NewCo to indemnify and hold harmless Contributor from and against all Liabilities arising under Environmental Law in respect of the Gathering and Compression Assets to the extent arising on or after the Effective Time.

(d) THE PARTIES AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF CERTAIN REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 7.2 ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSE OF SUCH APPLICABLE LAW.

ARTICLE VIII
WATER OPTION; PIPELINE PARTICIPATION

Section 8.1 Option in Favor of Antero Midstream.

(a) Antero Midstream shall have the option (the “Water Option”), for a period of two years following the date of this Agreement, to purchase, in its sole discretion, the Water Assets at fair market value.

(b) Consideration and Procedures.

(i) If Antero Midstream exercises the Water Option by means of delivering a written exercise notice to Contributor, within 30 days following the delivery of such notice to Contributor, Contributor must propose to Antero Midstream, in writing, a purchase price for the Water Assets, which Antero Midstream may accept or reject in its sole discretion. If Antero Midstream rejects such purchase price, Antero Midstream and Contributor shall engage in good faith negotiations to decide upon a mutually agreeable purchase price for the Water Assets.

(ii) If Antero Midstream is unable to agree with Contributor on a mutually acceptable purchase price after good faith negotiations by both Parties pursuant to Section 8.1(b)(i), Contributor will nominate three independent investment banking firms and Antero Midstream will select one of those firms (the “Investment Bank”) to determine the fair market value of the Water Assets. Once

the Investment Bank submits its valuation, Antero Midstream will have the right, but not the obligation, to purchase the Water Assets at the price determined by the Investment Bank.

(iii) Antero Midstream may pay the purchase price for the Water Assets in cash or in Common Units. If Antero Midstream elects to pay the purchase price in Common Units, the Common Units will be valued at a 5% discount to the volume-weighted average price of the Common Units during the ten trading days prior to the date of the agreement pursuant to which Antero Midstream is to acquire the Water Assets.

(c) Until the expiration of the Water Option, Contributor may not Transfer any Water Asset without Antero Midstream’s prior written consent (other than to an Affiliate of Contributor who agrees in writing that such Water Asset remains subject to the provisions of this Section 8.1 and assumes the obligations under this Section 8.1 with respect to such Water Asset).

(d) If Antero Midstream exercises the Water Option and purchases the Water Assets, Contributor and NewCo shall enter into the Water Services Agreement and shall negotiate, in good faith, to make such revisions as necessary to the Services Agreement between the Parties, dated of even date herewith, to provide for Contributor to provide services thereunder with respect to the Water Assets.

Section 8.2 Right of First Offer.

(a) Contributor hereby grants to Antero Midstream a right of first offer (the “Right of First Offer”) beginning two years following the date of this Agreement on the Water Assets to the extent that Antero Midstream has not previously exercised the Water Option and Contributor proposes to Transfer any Water Asset (other than to an Affiliate of Contributor who agrees in writing that such Water Asset remains subject to the provisions of this Section 8.2 and assumes the obligations under this Section 8.2 with respect to such Water Asset).

(b) Procedures.

(i) If Contributor proposes to Transfer any Water Asset (other than to an Affiliate as described in Section 8.2(a)) (a “Proposed Transaction”), Contributor shall, prior to entering into any such Proposed Transaction, first give notice in writing to Antero Midstream (the “ROFO Notice”) of its intention to enter into such Proposed Transaction. The ROFO Notice shall include any material terms, conditions and other details as would be reasonably necessary for Antero Midstream to make a responsive offer to enter into the Proposed Transaction with Contributor, which terms, conditions and details shall include any material terms, condition or other details Contributor would propose to provide to non-Affiliates in connection with the Proposed Transaction. Antero Midstream shall have 15 days following receipt of the ROFO Notice to propose an offer to enter into the Proposed Transaction with Contributor (the “ROFO Response”). The ROFO Response shall set forth the terms and conditions (including the purchase price Antero Midstream proposes to pay for the Water Asset and the other terms of the purchase) pursuant to which Antero Midstream would be willing to enter into a binding agreement for the Proposed Transaction. If no ROFO Response is delivered by Antero Midstream within such 15-day period, then Antero Midstream shall be deemed to have waived its Right of First Offer with respect to such Water Asset, and Contributor shall be free to enter into a Proposed Transaction with any third person on terms and conditions determined in the sole discretion of Contributor.

(ii) If Antero Midstream submits a ROFO Response, Antero Midstream and Contributor shall negotiate, in good faith, the terms of the purchase and sale of the ROFO Asset for 10 days following the receipt of the ROFO Response by Contributor. If Contributor and Antero Midstream

are unable to agree on such terms during such 10-day period, Contributor may Transfer the ROFO Asset to any third person on terms and conditions determined in the sole discretion of Contributor.

(c) If Antero Midstream purchases the Water Assets pursuant to the Right of First Offer, Contributor and NewCo shall enter into the Water Services Agreement and shall negotiate, in good faith, to make such revisions as necessary to the Services Agreement between the Parties, dated of even date herewith, to provide for Contributor to provide services thereunder with respect to the Water Assets; provided, however, that if Antero Midstream purchases less than all of the Water Assets, the Parties shall negotiate, in good faith, appropriate modifications to the Water Services Agreement.

Section 8.3 Pipeline Participation. If Contributor intends to, has the option to or otherwise proposes to enter into any arrangements to become an equity owner in a regional pipeline project (including projects similar to the Pipeline Projects), Contributor shall, in lieu of entering into any such transaction, direct the ability to participate in any such transaction to Antero Midstream.

ARTICLE IX
MISCELLANEOUS PROVISIONS

Section 9.1 Notices. All notices, communications and deliveries under this Agreement will be made in writing signed by or on behalf of the Party making the same, will specify the Section of this Agreement pursuant to which it is given or being made, and will be delivered personally or by facsimile transmission or sent by registered or certified mail (return receipt requested) or by nationally recognized overnight courier (with evidence of delivery and postage and other fees prepaid) as follows:

If to Antero Midstream:		Antero Resources Midstream LLC
		1600 Xxxxxxx Xxxxxx
		Xxxxxx, Xxxxxxxx 00000
		Attn: Chief Financial Officer
		Facsimile: (000) 000-0000

If to Contributor:		Antero Resources Corporation
		1600 Xxxxxxx Xxxxxx
		Xxxxxx, Xxxxxxxx 00000
		Attn: Chief Financial Officer
		Facsimile: (000) 000-0000

or to such other representative or at such other address or facsimile number of a Party as such Party may furnish to the other Parties in writing. Any such notice, communication or delivery will be deemed given or made upon the date of receipt by the applicable Party.

Section 9.2 Assignment; Successors in Interest. No assignment or transfer by any Party of its rights and obligations under this Agreement will be made except with the prior written consent of the other Party. This Agreement will be binding upon and will inure to the benefit of the Parties and their successors and permitted assigns, and any reference to a Party will also be a reference to a successor or permitted assign. For the avoidance of doubt, the conversion of a Party to a different legal form or the merger of a Party with a newly-formed entity for the principal purpose of converting such Party to a different legal form shall not be deemed an assignment of any rights or obligations under this Agreement.

Section 9.3 Governing Law. This Agreement will be governed by and construed and enforced in accordance with the Laws of the State of Colorado, excluding any choice of Law rules which may direct the application of the Laws of another jurisdiction.

Section 9.4 Consent to Jurisdiction, Etc.; Waiver of Jury Trial. Each of the Parties hereby irrevocably consents and agrees that any dispute arising out of or relating to this Agreement or any related document shall exclusively be brought in the courts of the State of Colorado, in Arapahoe County or the federal courts located in the District of Colorado. The Parties agree that, after such a dispute is before a court as specified in this Section 9.4 and during the pendency of such dispute before such court, all actions with respect to such dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each of the Parties hereby waives, and agrees not to assert, as a defense in any legal dispute, that it is not subject thereto or that such dispute may not be brought or is not maintainable in such court or that its property is exempt or immune from execution, that the dispute is brought in an inconvenient forum or that the venue of the dispute is improper. Each Party agrees that a final judgment in any dispute described in this Section 9.4 after the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Laws. THE PARTIES HEREBY WAIVE IRREVOCABLY ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY IN CONNECTION WITH THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY DOCUMENT CONTEMPLATED HEREIN OR OTHERWISE RELATED HERETO.

Section 9.5 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by Law, the Parties waive any provision of Law which renders any such provision prohibited or unenforceable in any respect.

Section 9.6 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute but one and the same instrument. Facsimile or scanned and emailed transmission of any signed original document or retransmission of any signed facsimile or scanned and emailed transmission will be deemed the same as delivery of an original.

Section 9.7 No Third-Party Beneficiaries. Nothing expressed or implied in this Agreement is intended, or will be construed, to confer upon or give any Person other than the Parties, and their successors or permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, or result in such Person being deemed a third party beneficiary of this Agreement, except that, from and after Closing, NewCo shall be deemed a third party beneficiary of this Agreement solely for the purpose of enforcing Section 2.4 and the indemnitees that are expressed to be in its favor.

Section 9.8 Amendment; Waiver.

(a) Any amendment, extension or waiver of any provision of this Agreement will be valid only if set forth in an instrument in writing signed by both Contributor and Antero Midstream.

(b) A waiver by a Party of the performance of any covenant, agreement, obligation, condition, representation or warranty will not be construed as a waiver of any other covenant, agreement, obligation, condition, representation or warranty. A waiver by any Party of the performance of any act will not constitute a waiver of the performance of any other act or an identical act required to be performed at a later time.

Section 9.9 Entire Agreement. This Agreement and the documents executed pursuant to this Agreement supersede all negotiations, agreements and understandings between the Parties with respect to the subject matter of this Agreement and constitute the entire agreement between the Parties.

Section 9.10 Further Cooperation. From and after the Closing Date, each of the Parties shall deliver to the others such further information and documents and shall execute and deliver to the others such further instruments and agreements as the other Party shall reasonably request to consummate or confirm the transactions provided for in this Agreement, to accomplish the purpose of this Agreement.

Section 9.11 Transaction Costs. Except as otherwise provided herein, each Party will be responsible for its own legal fees and other expenses incurred in connection with the negotiation, preparation, execution or performance of this Agreement.

Section 9.12 Construction.

(a) This Agreement has been freely and fairly negotiated between the Parties. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party because of the authorship of any provision of this Agreement. Any reference to any Law will be deemed also to refer to such Law as amended, modified, succeeded or supplemented from time to time and in effect at any given time, and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including” do not limit the preceding terms or words and shall be deemed to be followed by “without limitation.” Pronouns in masculine, feminine and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. Unless the context otherwise requires, the terms “day” and “days” mean and refer to calendar day(s). The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited.

(b) The titles, captions and table of contents contained in this Agreement are inserted in this Agreement only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision of this Agreement.

Signature Page Follows

IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year first set forth above.

	ANTERO RESOURCES CORPORATION


	By:	/s/ Xxxxx X. Xxxxxx
	Name:	Xxxxx X. Xxxxxx
	Title:	Chief Administrative Officer and Regional Vice President


	ANTERO MIDSTREAM PARTNERS LP

	By:	Antero Resources Midstream Management LLC, its general partner


	By:	/s/ Xxxxx X. Xxxxxx
	Name:	Xxxxx X. Xxxxxx
	Title:	Chief Administrative Officer and Regional Vice President

SIGNATURE PAGE TO

AMENDED AND RESTATED CONTRIBUTION AGREEMENT

EXHIBIT A-1

GATHERING AND COMPRESSION ASSETS

Systems

Any low pressure and high pressure pipeline gathering systems gathering natural gas from Contributor in the following counties and states:

Washington, PA;

Doddridge, WV;

Xxxxxxxx, WV;

Tyler, WV;

Xxxxxxx, WV;

Noble, OH;

Monroe, OH;

Guernsey, OH; and

Belmont, OH,

excluding facilities owned by Summit, Xxxxxxxxx, X0 Energy Services, ETC, M3, EQT, and MarkWest.

EXHIBIT A-1

Gathering and Compression Easements

Instrument Date

Grantor

Grantee

Execution
Date

Tax ID /
Parcel ID

Recording
Date

Book/Page/
Film No.

County

WEST VIRGINIA

Clarksburg Station

Memorandum of Surface Use Agreement

Xxxxxxxx X. Male

Antero Resources Appalachian Corporation

1/23/2009

7-285-51

2/18/2009

1427/937

Xxxxxxxx

Amendment and Ratification of Surface Use Agreement

Xxxxxxxx X. Male

Antero Resources Appalachian Corporation

7/20/2011

07-285-51

7/27/2011

1473/1335

Xxxxxxxx

Amendment and Ratification of Surface Use Agreement

Xxxxxxxx X. Male

Antero Resources Appalachian Corporation

4/11/2012

07-285-51

5/2/2012

1489/927

Xxxxxxxx

Xxx & Xxxx Station

Memorandum of Surface Facility Easement

Xxxx Xxxx, Inc. & I. L. Xxxxxx

Xxxxxx Resources Appalachian Corporation

2/5/2010

7-285-16

2/19/2010

0000/000

Xxxxxxxx

Xxxx Xxxx Station

Memorandum of Amended and Restated Surface Use Lease and Appurtenant Rights of Way

Xxxxxx X. Xxxxxx & Xxxxxx X. Xxxxxx

Xxxxxx Resources Bluestone LLC

7/22/2011

20-9 & 16

12/19/2011

295/169

Doddridge

Salem Station

Memorandum of Surface Facility Easement

Xxxxxx Xxx Xxxxxxx & Forest Warner Mathhey

Antero Resources Appalachian Corporation

5/1/2010

18-262-1

11/13/2012

0000/00

Xxxxxxxx

Xxxxxxxxxxx Xxxxxxx

Surface Facility Easement

Xxxxxxxx X. Xxxxxx, L. Xxxxx Xxxxxx, Xxxxx X. Xxxxxx

Xxxxxx Resources Appalachian Corporation

5/30/2010

20-324-1, 20-344-1

6/27/2011

1472/1124

Xxxxxxxx

Xxxxxxxx Station

Memorandum of Compressor Facility Easement

Xxxxxxx X. Xxxxx, Xxxxx Xxx Xxxxx, Xxxxx X. Xxxxx

Xxxxxx Resources Appalachian Corporation

5/10/2009

20-403-4

6/24/2009

1433/1198

Xxxxxxxx

Amendment and Ratification of Compressor Facility Easement

Xxxxxxx X. Xxxxx, Xxxxx Xxx Xxxxx, Xxxxx X. Xxxxx

Xxxxxx Resources Appalachian Corporation

5/7/2011

20-403-4

3/23/2011

1465/268

Xxxxxxxx

Instrument Date

Grantor

Grantee

Execution
Date

Tax ID /
Parcel ID

Recording
Date

Book/Page/
Film No.

County

BlueStone Station

Lease Agreement

Xxxx X. Xxxxxx, Xxxxx Xxx Xxxxxxxx, Xxxx Xxxxxxxx, Xxxx Xxxx Xxxxxxx, Xxxxxx Xxxxxxx

Bluestone Energy Partners

5/1/2008

18-280-2

12/30/2008

1426/338

Xxxxxxxx

Male Station

Surface Use Agreement

Xxxxxxxx X. Male

Antero Resources Appalachian Corporation

1/23/2009

7-285-51

N/A

Xxxxxxxx

Amendment and Ratification of Surface Use Agreement

Xxxxxxxx X. Male

Antero Resources Appalachian Corporation

7/20/2011

7-285-51

7/27/2011

1473/1335

Xxxxxxxx

Xxxxxxxx Station

Lease Agreement

Xxxxxx X. Xxxxx and Xxxxxxxx X. Xxxxx

Xxxxxx Resources Corporation

0/0/0000

Xxxxx Xxxx., Xxxxxxxxx Xx., XX; TM/P: 10/2

N/A

Doddridge

Memorandum of Lease

Xxxxxx X. Xxxxx and Xxxxxxxx X. Xxxxx

Xxxxxx Resources Corporation

0/0/0000

Xxxxx Xxxx., Xxxxxxxxx Xx., XX; TM/P: 10/2

8/2/2013

000/000

Xxxxxxxxx

Xxxxxx Property

Ground Lease

Xxxxxx X. Xxxxxx

Xxxxxx Resources Appalachian Corporation

0/0/0000

Xxx Xxxxxx Xxxx., Xxxxxxxxx Xx., XX; TM/P: 1/10.3

N/A

Doddridge

Memorandum of Ground Lease Agreement

Xxxxxx X. Xxxxxx

Xxxxxx Resources Appalachian Corporation

0/0/0000

Xxx Xxxxxx Xxxx., Xxxxxxxxx Xx., XX; TM/P: 1/10.3

10/15/2013

315/384

Doddridge

Instrument Date

Grantor

Grantee

Execution
Date

Tax ID /
Parcel ID

Recording
Date

Book/Page/
Film No.

County

West Union Lateral

Permanent Easement Agreement (Pipelines)

Xxxxx X. Bee and Xxxxxx Xxxxxxx, as Second Successor trustees of The Xxxxxxxx X. Xxxxx Living Trust Dated July 18, 1996; and Xxxxxxx Xxxxxxx Xxxxx

Xxxxxx Resources Appalachian Corporation

00/0/0000

Xxxxxxx Xxxxxxxx, Xxxxxxxxx Xx., XX; TM/P: 6/6

12/6/2012

304/242

Doddridge

Permanent Easement Agreement (Electrical-Communication Lines)

Xxxxx X. Bee and Xxxxxx Xxxxxxx, as Second Successor trustees of The Xxxxxxxx X. Xxxxx Living Trust Dated July 18, 1996; and Xxxxxxx Xxxxxxx Xxxxx

Xxxxxx Resources Appalachian Corporation

00/0/0000

Xxxxxxx Xxxxxxxx, Xxxxxxxxx Xx., XX; TM/P: 6/6

12/6/2012

304/249

Doddridge

Permanent Easement Agreement

Xxxxxxx Xxxxxxx Xxxxx

Xxxxxx Resources Appalachian Corporation

0/00/0000

Xxxxxxx Xxxxxxxx, Xxxxxxxxx Xx., XX; TM/P: 6/6

9/11/2013

000/000

Xxxxxxxxx

Xxxxxxxxxx Xxxxx Xxxxxxx

Permanent Easement Agreement [Gas-Water Pipeline(s)]

Xxxx X. Xxxxxxxxxx and Xxxxxx X. Xxxxxxxxxx

Xxxxxx Resources Corporation

8/15/2013

Grant Dist., Doddridge County, WV; TM/P: 16/21

8/15/2013

000/000

Xxxxxxxxx

Xxxxx Xxxxxx Xxxxxxx

Permanent Easement Agreement

Xxxxx X. Xxxxxxxx

Xxxxxx Resources Corporation

00/00/0000

XxXxxxxxx Xxxx., Xxxxxxxxx Xx., XX; TM/P: 11/34

10/17/2013

315/501

Doddridge

Agreement

Xxxx X. XxXxxxx

Xxxxxx Resources Corporation

10/17/2013

XxXxxxxxx Dist., Doddridge Co., WV; TM/P: 11/25, 26, and 26.1

N/A

Doddridge

Instrument Date

Grantor

Grantee

Execution
Date

Tax ID /
Parcel ID

Recording
Date

Book/Page/
Film No.

County

New Xxxxxx Compressor Station

Road Easement Agreement

Xxxx X. XxXxxxx, Xxxxx X. XxXxxxx, XX, Xxxxx X. XxXxxxx, by Xxxxx X Xxx, his attorney-in-fact, and Xxxxx X. XxXxxxx, XX

Antero Resources Corporation

0/00/0000

Xxx Xxxxxx Xxxx., Xxxxxxxxx Xx., XX; TM/P: 8/40

7/19/2013

000/000

Xxxxxxxxx

Xxxxx Xxx Xxxxxxx

Easement Agreement

Xxxx Xxxxxxx Xxxxx, Xxxxx Xxxxxx Xxxxxx, Xxxxxxx X. X’Xxxxx, Xxxxxxxx X. Xxxxxx, Xxxxxx X. X’Xxxxx (formerly known as Xxxxxx X. X’Xxxxx Stainken), Xxxxx Xxxxx Xxxxxx, Xxxxxx Xxxxxx Xxxxxx, Xxxxxx X. X’Xxxxx, Romarlo, LLC, a Georgia limited liability company, Xxxx X. X’Xxxxx and The X’Xxxxx Family Trust, by Xxxxx X’Xxxxx Xxxxxx and Xxxxxx X. X’Xxxxx, its Trustees; c/o Xxxxxx X. X’Xxxxx

Antero Resources Appalachian Corporation

0/00/0000

Xxxxx Xxxx., Xxxxxxx Xx., XX; TM/P: 14/10; 14/13.1; 14/3

6/28/2012

316/981

Xxxxxxx

Mountain Station

Instrument Date

Grantor

Grantee

Execution
Date

Tax ID /
Parcel ID

Recording
Date

Book/Page/
Film No.

County

Permanent Easement Agreement

Xxxxxx Xxxxxx Xxxxx

Xxxxxx Resources Appalachian Corporation

00/0/0000

Xxxxx Xxxx., Xxxxx Xx., XX; TM/P: 15/5

8/19/2013

423/723

Tyler

OHIO

Batesville Compressor Site

Lease Agreement

W. Xxxxxxx Xxxxxxxxx and L. Xxx Xxxxxxxxx

Antero Resources Corporation

8/1/2013

00-0000000.000

N/A

Noble

Option and Permanent Easement Agreement

W. Xxxxxxx Xxxxxxxxx and L. Xxx Xxxxxxxxx

Antero Resources Appalachian Corporation

6/18/2013

00-0000000.000

9/23/2013

231/679

Noble

Memorandum of Lease Agreement

W. Xxxxxxx Xxxxxxxxx and L. Xxx Xxxxxxxxx

Antero Resources Corporation

8/1/2013

00-0000000.000

9/23/2013

231/674

Noble

Lease Agreement

X. X. Xxxxxxxxx Enterprises, Inc.

Antero Resources Corporation

8/1/2013

00-0000000.000 and 00-0000000.000

N/A

Noble

Permanent Easement Agreement (Pipelines)

X. X. Xxxxxxxxx Enterprises, Inc.

Antero Resources Corporation

8/1/2013

00-0000000.000 and 00-0000000.000

9/23/2013

231/696

Noble

Permanent Easement Agreement (Access)

X. X. Xxxxxxxxx Enterprises, Inc.

Antero Resources Corporation

8/1/2013

00-0000000.000 and 00-0000000.000

9/23/2013

231/712

Noble

Permanent Easement Agreement (Utilities)

X. X. Xxxxxxxxx Enterprises, Inc.

Antero Resources Corporation

8/1/2013

00-0000000.000 and 00-0000000.000

9/23/2013

231/704

Noble

Memorandum of Lease Agreement

X. X. Xxxxxxxxx Enterprises, Inc.

Antero Resources Corporation

8/1/2013

00-0000000.000 and 00-0000000.000

9/23/2013

231/690

Xxxxx

Xxxx Compressor Station

Option Agreement and Permanent Easement Agreement

Xxxxx Xxxx Xxxx, Xxxxx Xxx Xxxxxxx, Xxxx Xxxxx Xxxxx and Xxxxx Xxxxx Xxxxx

Xxxxxx Resources Appalachian Corporation

6/1/2013

00-0000000 & 00-0000000

1/29/2014

239/729

Noble

Instrument Date

Grantor

Grantee

Execution
Date

Tax ID /
Parcel ID

Recording
Date

Book/Page/
Film No.

County

Upper Hill Compressor Station

Lease Agreement

Xxxxxxx Xxxxx Xxxx and Xxxxx X. Xxxx, Trustees of The Hill Family Trust, dated March 4, 2004 and amended in its entirety on Xxxxx 00, 0000

Xxxxxx Resources Appalachian Corporation

2/12/2013

00-0000000.000 and 00-0000000.000

N/A

Noble

Permanent Easement Agreement (Pipelines)

Xxxxxxx Xxxxx Xxxx and Xxxxx X. Xxxx, Trustees of The Hill Family Trust, dated March 4, 2004 and amended in its entirety on Xxxxx 00, 0000

Xxxxxx Resources Appalachian Corporation

2/12/2013

00-0000000.000 and 00-0000000.000

3/5/2013

219/726

Noble

Permanent Easement Agreement (Access)

Xxxxxxx Xxxxx Xxxx and Xxxxx X. Xxxx, Trustees of The Hill Family Trust, dated March 4, 2004 and amended in its entirety on Xxxxx 00, 0000

Xxxxxx Resources Appalachian Corporation

2/12/2013

00-0000000.000 and 00-0000000.000

3/5/2013

219/734

Noble

Permanent Easement Agreement (Utilities)

Xxxxxxx Xxxxx Xxxx and Xxxxx X. Xxxx, Trustees of The Hill Family Trust, dated March 4, 2004 and amended in its entirety on Xxxxx 00, 0000

Xxxxxx Resources Appalachian Corporation

2/12/2013

00-0000000.000 and 00-0000000.000

3/5/2013

219/742

Noble

Instrument Date

Grantor

Grantee

Execution
Date

Tax ID /
Parcel ID

Recording
Date

Book/Page/
Film No.

County

Memorandum of Lease Agreement

Xxxxxxx Xxxxx Xxxx and Xxxxx X. Xxxx, Trustees of The Hill Family Trust, dated March 4, 2004 and amended in its entirety on Xxxxx 00, 0000

Xxxxxx Resources Appalachian Corporation

2/12/2013

00-0000000.000 and 00-0000000.000

3/5/2013

219/719

Noble

LOC

LATERAL

GRANTOR

GRANTEE

AGREEMENT

EX’ON

PARCEL TAX ID

RECORDING
DATE

BOOK PAGE
INSTRUMENT

CONSENT TO
ASSIGN

COUNTY

XXXXX

XXXXXXXX, XXXXXXX X. ET UX

ANTERO RESOURCES APPALACHIAN CORPORATION

PERMANENT EASEMENT

6/14/2013

6-15-1

8/19/2013

311/188 #181734

NOT REQUIRED

DODDRIDGE

COASTAL HILLTOP

XXXXXXXXX, XXXXXX XXXX

XXXXXX RESOURCES APPALACHIAN CORPORATION

PERMANENT EASEMENT AGREEMENT

11/29/2011

6-12-30

10/24/2012

303/572 #167994

NOT REQUIRED

DODDRIDGE

COASTAL HILLTOP

COASTAL FOREST RESOURCES COMPANY

ANTERO RESOURCES APPALACHIAN CORPORATION

PIPELINE RIGHT OF WAY AGREEMENT

7/2/2012

6-12-17

10/5/2012

303/302 #167312

GRANTOR’S PRIOR WRITTEN CONSENT REQUIRED

DODDRIDGE

XXXXX VALLEY

XXXXXXXX, XXXXXXX

ANTERO RESOURCES APPALACHIAN CORPORATION

PERMANENT EASEMENT AGREEMENT

1/26/2012

6-19-2

10/3/2012

303/234 #167162

NOT REQUIRED

DODDRIDGE

XXXXX VALLEY

XXXXXX, XXXXXX X. & XXXXXXX, XXXXXXX X.

XXXXXX RESOURCES APPALACHIAN CORPORATION

PERMANENT EASEMENT AGREEMENT

12/28/2011

6-15-12

4/10/2012

298/687 #161754

NOT REQUIRED

DODDRIDGE

XXXXX VALLEY

XXXXX, XXXX X.

ANTERO RESOURCES APPALACHIAN CORPORATION

PERMANENT EASEMENT AGREEMENT

3/19/2012

6-19-12
6-19-11
6-19-1

11/20/2012

304/103 #168828

NOT REQUIRED

DODDRIDGE

XXXXX VALLEY

XXXXX, XXXX X.

ANTERO RESOURCES APPALACHIAN CORPORATION

MODIFICATION OF PIPELINE EASEMENT AGREEMENT

9/14/2012

6-19-12
6-19-11
6-19-1

11/27/2012

304/115 #168875

NOT REQUIRED

DODDRIDGE

LOC

LATERAL

GRANTOR

GRANTEE

AGREEMENT

EX’ON

PARCEL TAX ID

RECORDING
DATE

BOOK PAGE
INSTRUMENT

CONSENT TO
ASSIGN

COUNTY

HWY 50 XING
CANTON WATER

KEY OIL COMPANY ET AL

ANTERO RESOURCES APPALACHIAN CORPORATION

OPTION PERMANENT EASEMENT AGREEMENT

4/19/2013

8-12-50

N/A

NOT REQUIRED

DODDRIDGE

HWY 50 XING
CANTON WATER

KEY OIL COMPANY ET AL

ANTERO RESOURCES APPALACHIAN CORPORATION

OPTION PERMANENT EASEMENT AGREEMENT

4/19/2013

8-12-51

N/A

NOT REQUIRED

DODDRIDGE

XXX 00 XXXXXXXXXX XXXXX

BIG “D” ENTERPRISES

ANTERO RESOURCES APPALACHIAN CORPORATION

PERMANENT EASEMENT AGREEMENT

5/24/2013

8-12-798-12-808-13-148-13-16

N/A

NOT REQUIRED

DODDRIDGE

IKE

XXXX, XXXXXX ET AL

ANTERO RESOURCES APPALACHIAN CORPORATION

PERMANENT EASEMENT

5/28/2013

6-11-1

12/6/2013

318/549 #188590

NOT REQUIRED

DODDRIDGE

IKE

XXXXXX, XXXXXXX, III

ANTERO RESOURCES APPALACHIAN CORPORATION

SURFACE FACILITY EASEMENT

6/17/2013

6-11-4

9/9/2013

312/314 #182763

NOT REQUIRED

DODDRIDGE

XXXXXX

XXXXXX, XXXXXXX X.

XXXXXX RESOURCES APPALACHIAN CORPORATION

OPTION PERMANENT EASEMENT AGREEMENT

9/19/2012

0-0-0

X/X

XXX XXXXXXXX

XXXXXXXXX

XXXXXX

XXXXX, XXXXXX X. & XXXX X.

XXXXXX RESOURCES APPALACHIAN CORPORATION

OPTION PERMANENT EASEMENT AGREEMENT

9/19/2012

3-13-17

N/A

NOT REQUIRED

DODDRIDGE

LOC

LATERAL

GRANTOR

GRANTEE

AGREEMENT

EX’ON

PARCEL TAX ID

RECORDING
DATE

BOOK PAGE
INSTRUMENT

CONSENT TO
ASSIGN

COUNTY

XXXXXX

XXXXX, XXXXXX X. & XXXX X.

XXXXXX RESOURCES APPALACHIAN CORPORATION

PERMANENT EASEMENT AGREEMENT

9/19/2012

3-13-17

3/5/2014

321/443 #194713

NOT REQUIRED

DODDRIDGE

XXXXXX

XXXXX, XXXXXX X. & XXXX X.

XXXXXX RESOURCES APPALACHIAN CORPORATION

SURFACE FACILITY AGREEMENT

9/19/2012

3-13-17

9/19/2013

313/233 #183425

NOT REQUIRED

DODDRIDGE

XXXXXX

MOUNT SALEM REVIVALGROUNDS, INC.

ANTERO RESOURCES APPALACHIAN CORPORATION

OPTION PERMANENT EASEMENT AGREEMENT

4/12/2013

3-13-10.1

N/A

NO REQUIRED

DODDRIDGE

XXXXXX

MOUNT SALEM REVIVAL
GROUNDS, INC.

ANTERO RESOURCES APPALACHIAN CORPORATION

OPTION AGREEMENT AND PERMANENT EASEMENT AGREEMENT

4/12/2013

3-13-10.1

PENDING

NO REQUIRED

DODDRIDGE

XXXXXXX

XXXXXXX, XXXXX X., ET AL

ANTERO RESOURCES APPALACHIAN CORPORATION

PERMANENT EASEMENT AGREEMENT

6/19/2013

6-8-40

9/12/2013

312/501 #183037

NOT REQUIRED

DODDRIDGE

XXXXXXX

XXXXXXX, XXXXXXX, ET AL

ANTERO RESOURCES APPALACHIAN CORPORATION

PERMANENT EASEMENT AGREEMENT

6/23/2013

6-8-4

12/6/2013

318/528 #188586

NOT REQUIRED

DODDRIDGE

XXXXXXX

XXXXXX, XXXX XXX

XXXXXX RESOURCES APPALACHIAN CORPORATION

PERMANENT EASEMENT AGREEMENT

5/9/2013

6-8-5

12/6/2013

318/521 #188585

NOT REQUIRED

DODDRIDGE

LOC

LATERAL

GRANTOR

GRANTEE

AGREEMENT

EX’ON

PARCEL TAX ID

RECORDING
DATE

BOOK PAGE
INSTRUMENT

CONSENT TO
ASSIGN

COUNTY

XXXXXXX

XXXXXXXXX, XXXX ET UX

ANTERO RESOURCES APPALACHIAN CORPORATION

PERMANENT EASEMENT AGREEMENT

5/11/2013

6-8-17

12/6/2013

318/514 #188584

NOT REQUIRED

DODDRIDGE

XXXXXX

XXXXX, XXXXXX X.

XXXXXX RESOURCES APPALACHIAN CORPORATION

SURFACE FACILITY AGREEMENT

5/28/2013

1-10-19

9/4/2013

312/204 #182515

NOT REQUIRED

DODDRIDGE

XXXXXX

XXXXXXXXX, XXXXXXX XXX

XXXXXX RESOURCES APPALACHIAN CORPORATION

PERMANENT EASEMENT AGREEMENT

7/7/2013

3-2-16

PENDING

NOT REQUIRED

DODDRIDGE

XXXXXX

XXXXXXX, MABELKIMBALL, BOREMANKIMBALL, MARVINGRIFFIN, VIRGINIALEMASTERS, BARBARAKIMBALL, CHARLESKIMBALL, JOSEPHKIMBALL, XXXXXXX

XXXXXX RESOURCES APPALACHIAN CORPORATION

PERMANENT EASEMENT AGREEMENT

7/7/2013

3-2-16

PENDING

NOT REQUIRED

DODDRIDGE

XXXXXX

XXXXXXX, XXXXXXXX X.

XXXXXX RESOURCES APPALACHIAN CORPORATION

PERMANENT EASEMENT AGREEMENT

7/7/2013

3-12-16

8/1/2014

332/174 #206505

NOT REQUIRED

DODDRIDGE

XXXXXX

XXXXXXX, XXXXXXX X.

XXXXXX RESOURCES APPALACHIAN CORPORATION

PERMANENT EASEMENT AGREEMENT

7/7/2013

3-12-16

8/1/2014

332/174 #206505

NOT REQUIRED

DODDRIDGE

XXXXXX

XXXXXXX, XXXXXX

XXXXXX RESOURCES APPALACHIAN CORPORATION

PERMANENT EASEMENT AGREEMENT

7/7/2013

3-12-16

8/1/2014

332/174 #206505

NOT REQUIRED

DODDRIDGE

LOC

LATERAL

GRANTOR

GRANTEE

AGREEMENT

EX’ON

PARCEL TAX ID

RECORDING
DATE

BOOK PAGE
INSTRUMENT

CONSENT TO
ASSIGN

COUNTY

XXXXXX

XXXXXXX, XXXXXX X.

XXXXXX RESOURCES APPALACHIAN CORPORATION

PERMANENT EASEMENT AGREEMENT

7/7/2013

3-12-16

8/1/2014

332/174 #206505

NOT REQUIRED

DODDRIDGE

XXXXXX

XXXXXXX, XXXXXXX X.

XXXXXX RESOURCES APPALACHIAN CORPORATION

PERMANENT EASEMENT AGREEMENT

7/7/2013

3-12-16

8/1/2014

332/174 #206505

NOT REQUIRED

DODDRIDGE

XXXXX AND CANTON WATER

XXXX, XXXXXXXXX AND XXXXXXX

XXXXXX RESOURCES APPALACHIAN CORPORATION

ACCESS ROAD AGREEMENT

3/9/2012

3-16-2.1

3/28/2012

297/586 #161378

NOT REQUIRED

DODDRIDGE

NEW XXXXXX

MEANS, XXXXX X. AND XXXXX

XXXXXX RESOURCES APPALACHIAN CORPORATION

PERMANENT EASEMENT AGREEMENT

4/18/2013

6-8-36

4/18/2013

312/456 #182973

NOT REQUIRED

DODDRIDGE

NEW XXXXXX

XXXXXXXX IRREVOCABLE TRUST

ANTERO RESOURCES APPALACHIAN CORPORATION

PERMANENT ROAD ACCESS AGREEMENT

7/16/2013

6-8-39

9/11/2013

312/446 #182971

NOT REQUIRED

DODDRIDGE

NEW XXXXXX

XXXXXXX, XXXXX X.

XXXXXX RESOURCES APPALACHIAN CORPORATION

PERMANENT EASEMENT AGREEMEN

6/19/2013

6-8-40

9/12/2013

312/501 #183037

NOT REQUIRED

DODDRIDGE

NEW XXXXXX

XXXXXX, XXXX X

XXXXXX RESOURCES APPALACHIAN CORPORATION

PERMANENT EASEMENT AGREEMENT

4/18/2013

6-11-2

9/19/2013

313/215 #1836421

NOT REQUIRED

DODDRIDGE

LOC

LATERAL

GRANTOR

GRANTEE

AGREEMENT

EX’ON

PARCEL TAX ID

RECORDING
DATE

BOOK PAGE
INSTRUMENT

CONSENT TO
ASSIGN

COUNTY

NEW XXXXXX

COASTAL FOREST
RESOURCES COMPANY

ANTERO RESOURCES APPALACHIAN CORPORATION

METER & VALVE SITE RIGHT OF WAY AGREEMENT

6/28/2013

6-8-35
6-12-1

1/9/2014

319/623 #190624

NOT REQUIRED

DODDRIDGE

NEW XXXXXX

COASTAL FOREST
RESOURCES COMPANY

ANTERO RESOURCES APPALACHIAN CORPORATION

ROAD RIGHT OF WAY AGREEMENT

6/28/2013

6-8-35
6-12-1

1/9/2014

319/623 #190624

NOT REQUIRED

DODDRIDGE

NEW XXXXXX

COASTAL FOREST
RESOURCES COMPANY

ANTERO RESOURCES APPALACHIAN CORPORATION

PIPELINE AGREEMENT

8/28/2013

6-8-35
6-12-1

1/9/2014

319/623 #190624

NOT REQUIRED

DODDRIDGE

NEW XXXXXX TO MIDPT

XXXXXXXX IRREVOCABLE TRUST

ANTERO RESOURCES APPALACHIAN CORPORATION

PERMANENT EASEMENT AGREEMENT

9/7/2013

6-8-39

1/9/2014

319/47 #190609

NOT REQUIRED

DODDRIDGE

NORTH CANTON CONNECTOR

XXXXX, XXXXXX X., XX.

XXXXXX RESOURCES APPALACHIAN CORPORATION

OPTION PERMANENT EASEMENT AGREEMENT

10/2/2012

5-17-12

N/A

NOT REQUIRED

DODDRIDGE

NORTH CANTON CONNECTOR

XXXXX, XXXXXX X., XX.

XXXXXX RESOURCES APPALACHIAN CORPORATION

SURFACE FACILITY

12/8/2012

5-17-12

9/16/2013

426/270 #77765

NOT REQUIRED

DODDRIDGE

NORTH CANTON CONNECTOR

XXXXX, XXXXXX X., XX. ET AL

ANTERO RESOURCES APPALACHIAN CORPORATION

PERMANENT ACCESS ROAD

4/24/2014

5-17-12

PENDING

NOT REQUIRED

DODDRIDGE

LOC

LATERAL

GRANTOR

GRANTEE

AGREEMENT

EX’ON

PARCEL TAX ID

RECORDING
DATE

BOOK PAGE
INSTRUMENT

CONSENT TO
ASSIGN

COUNTY

NORTH CANTON CONNECTOR

XXXXX, XXXXXX X., XX. ET AL

ANTERO RESOURCES APPALACHIAN CORPORATION

PERMANENT EASEMENT AGREEMENT

10/2/2012

5-17-12

PENDING

NOT REQUIRED

DODDRIDGE

XXXXXXXXXX NO.

XXXXXX, XXX ( I L )

ANTERO RESOURCES APPALACHIAN CORPORATION

PERMANENT EASEMENT AGREEMENT

7/10/2013

6-7-1

1/9/2014

319/608 #190621

NOT REQUIRED

DODDRIDGE

XXXXXXXXXX NO.

XXXX, XXXXXX ET AL

ANTERO RESOURCES APPALACHIAN CORPORATION

PERMANENT EASEMENT AGREEMENT

5/28/2013

6-11-1

12/6/2013

318/549 #188590

NOT REQUIRED

DODDRIDGE

XXXXX LAT

XXXXXXX, XXXXX

ANTERO RESOURCES APPALACHIAN CORPORATION

OPTION FOR PERMAMENT EASEMENT

11/8/2012

0-0-0

X/X

XXX XXXXXXXX

XXXXXXXXX

XXXXX LAT

XXXXXXXXXXXX, XXXXXX XXX

XXXXXX RESOURCES APPALACHIAN CORPORATION

EXTENSION OF OPTION

11/6/2012

0-0-0

X/X

XXX XXXXXXXX

XXXXXXXXX

PRATT LAT

XXXXX, XXXXXXXX X. AND XXXXXXX X.

XXXXXX RESOURCES APPALACHIAN CORPORATION

OPTION FOR PERMAMENT EASEMENT

5/23/2012

0-0-00

X/X

XXX XXXXXXXX

XXXXXXXXX

PRATT LAT

XXXXX, XXXXXXXX X. AND XXXXXXX X.

XXXXXX RESOURCES APPALACHIAN CORPORATION

EXTENSION OF OPTION

11/8/2012

Document Metadata

Table of Contents

AMENDED AND RESTATED CONTRIBUTION AGREEMENT by and between ANTERO RESOURCES CORPORATION and ANTERO MIDSTREAM PARTNERS LP