0001047469-18-007566 Sample Contracts

Dear Holder of Common Units Representing Limited Partner Interests in Antero Midstream Partners LP:
Simplification Agreement • December 11th, 2018 • Antero Midstream GP LP • Natural gas transmission

On October 9, 2018, Antero Midstream Partners LP (“Antero Midstream,” “we,” “our,” or “us”), Antero Midstream GP LP (“AMGP”), and certain of their affiliates entered into a Simplification Agreement, as may be amended from time to time (the “Simplification Agreement”), pursuant to which, among other things, (1) AMGP will be converted from a limited partnership to a corporation under the laws of the State of Delaware, to be named Antero Midstream Corporation (which we refer to as “New AM” and the conversion, the “Conversion”); (2) Antero Midstream Merger Sub LLC, an indirect, wholly owned subsidiary of New AM, will be merged with and into Antero Midstream, with Antero Midstream surviving the merger as an indirect, wholly owned subsidiary of New AM (the “Merger”) and (3) each issued and outstanding Series B Unit representing limited liability company interests of Antero IDR Holdings LLC, a partially owned subsidiary of AMGP and the holder of all of Antero Midstream’s incentive distributio

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