PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Project Francis Conflicts Committee of the Board GP LLC Precedent Series B Reference Materials of Directors of Arkose June 29, 2018 STRICTLY PRIVATE AND CONFIDENTIAL. This document is being sent to you for your information only as an investment banking clie nt of Goldman Sachs and should not be forwarded outside of your organization. This document has been prepared by the Investment Banking Division and is not a product of Goldman Sachs Global Investment Research. This document should not be used as a basis for trading in the securities or loans of the compani es named herein or for any other investment decision. This document does not constitute an offer to sell the securities or loans of the companies named herein or a solicitation of proxies or votes and should not be construed as consisting of investment advice. Goldman Sachs does not provide accounting, tax, or legal advi ce.

PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Summary Observations Regarding the IDR Holdings LLC Series B Units Series B units are profit interests in the IDRs of Midstream that have two key economic features: — Quarterly cash distributions: Series B units receive up to 6% of the distributions that Midstream makes on the IDRs in excess of $7.5 million per quarter — Conversion into GP common shares: Vested Series B units can be converted at the holder’s option into GP common shares at any time prior to December 2026, and mandatorily convert in December 2026 –In aggregate, the Series B units convert into GP shares based on 6% of GP’s market cap in excess of $2.0 billion Market-cap-based conversion methodology created the potential for significant dilution in the contemplated simplification, as the Series B units represent an open-ended option on either share price appreciation or an increase in number of shares outstanding — Potential simplification as contemplated (GP acquiring Midstream) is an example of a significant increase in Series B value based on an increase in the number of shares outstanding, not share price appreciation Carrying over the Series B units into any “NewCo” would keep open for approximately 8.5 year this open-ended option — Additionally, allowing the Series B units to remain outstanding as a separate profits interest is inconsistent with the desire to simplify the Midstream complex into a single entity and equity security  Extended negotiations over the Series B resulted in a fixed-share settlement at 18.5mm shares included in the proposal to Midstream (AM). Reasons behind this settlement include the following: — Improvement over the contractual 6.0% “Series B take” – at current market, the 18.5mm shares equates to an approximately ~4.7% “Series B take” (please see page 4 for additional information) Converts a very long-dated (~8.5 years), market-cap-based option into a fixed number of shares today, eliminating incremental dilution from future share price appreciation and/or share issuance Keeps Series B holders aligned with shareholders by combined all existing, midstream-related securities (LP, Series B, GP common) into a single class of stock (vs. maintaining separate profit interests or a cash settlement) — — Resolution of Series B facilitated transition to traditional C-corp structure with associated governance provisions — In addition to governance provisions, the contemplated traditional C-corp structure maximizes the potential for economic value uplift due to improved pro forma trading based on a simplified structure, expanded investor universe, and potential for index inclusion Series B settlement conditioned on closing of a merger between GP and Midstream, giving shareholders the ability to indirectly approve the settlement through their vote on the merger with Midstream 1 Other Considerations Surrounding the Series B Settlement Economic Considerations Surrounding the Series B Settlement Contemplated Simplification and Impact on Series B Units Key Economic Features of Series B Units

PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Summary of Series B Units in IDR Holdings LLC Term Description Membership interests in Arkose IDR Holdings LLC (the “Company”), are designated as “Units” and divided into two classes: “Series A” and “Series B”. The Series B Units are profit interests As of March 31, 2018, 98,600 Series B Units were issued and outstanding (representing all authorized Series B Units), and 32,875 of which are vested — 48,000 held by CEO Paul Rady; 32,000 held by CFO Glen Warren; and 4,000 held by Midstream SVP and CFO Michael Kennedy  Series B Units are subject to transfer restrictions and ratably vest over a three-year period on the anniversary date of their issuance (December 2016/January 2017), subject to continued employment. Any Series B Unit that fails to vest will be forfeited and not be re-issued — Certain senior executives of Arkose Midstream are also entitled to accelerated vesting of Series B Units upon involuntary termination of employment without cause, death or disability or certain change-of-control events. Series B Units are entitled to receive up to 6% of all quarterly cash distributions in excess of $7.5 million paid by Arkose Midstream Partners LP (“Midstream”) on its incentive distribution rights (“IDRs”), subject to vesting conditions. — The Series A Units receive all other distributions (including the first $7.5 million in quarterly cash distributions made prior to distributions to Series B Units) Series B Units do not participate in distributions prior to vesting, but upon vesting are entitled to receive catch-up distribution in an amount equal to pro rata share of distributions made prior to vesting  Series B Units may be converted by holders into common shares of Arkose Midstream GP LP (“GP”) with a value equal to the pro rata share of up to 6% of any increase in GP’s equity value in excess of $2.0 billion GP common shares issued pursuant to conversion capped at 6% of the GP common shares  Upon the earliest to occur of (i) December 31, 2026, (ii) a change of control of the Company or GP or (iii) a liquidation of the Company, GP may convert each outstanding Series B Unit into GP common shares, subject to certain limitations and in accordance with the conversion ratio described in the “Optional Conversion” section above Source: Arkose IDR Holdings LLC Limited Liability Company Agreement dated 31-Dec-2016 and Arkose GP 2017 10-K 2 Mandatory Conversion Optional Conversion Cash Distributions Transfer and Vesting Restrictions General

PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Summary Economic Features ($ in millions, except where noted) of Series B Units Arkose Management Cash Flow Illustration 100% Membership Interests Management and Sponsors Midstream 2018E 2019E 2020E Public 67% LP Interest (-) Maintenance Capex, Interest Expense, and Other Expenses Non-Economic General Partner Interest (33% LP Interest) Distributable Cash Flow 594 854 1,036 Series B (-) Cash Coverage Series B Units (Profits Interests) A Units Interests) LP Distributions IDR Distributions 320 143 414 236 533 355 IDR LLC IDRs From Midstream Cash Flow to Series B Cash Flow to Series A Non Economic General Partner Interest $ 143 7 136 $ 236 12 223 $ 355 20 336 100% Incentive Distribution Rights Public Common Units (47% LP interest) GP Series A Distributions 136 223 336 (-) G&A, Cash Taxes (25%), and 1.0 x Cash Coverage Source: Cash flows based on Arkose Projections. Organizational structure based on Arkose GP 424B4 filed 05-May-2017; public ownership of Arkose Midstream based on Midstream 2017 10-K; public interest in GP based on Arkose Management Presentation for Project Francis Due Diligence Meeting dated 14-Mar-2018. 3 Distributed Cash Flow $ 100 $ 165 $ 249 Arkose Midstream Partners (“Midstream”) Cash Distributions Arkose IDR Holdings LLC (“IDR LLC”) Distributed Cash Flow $ 463 $ 649 $ 889 Arkose Midstream GP LLC (“GP”) Series (Capital Arkose Midstream Partners GP LLC (“AMP GP”) Conversion: 6% of Market Cap over $2bn EBITDA $ 730 $ 989 $ 1,222 AMGP GP LLC (“General Partner”)

PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Conversion Calculation For Series B Units of IDR Holdings LLC Series B Conversion into Pro Forma GP Shares – Contract Terms Series B Conversion into Pro Forma GP Shares – Negotiated Terms GP Share Price (7-Jun) (x) Common Shares Outstanding $ 19.24 186.2 GP Share Price (7-Jun) (x) Common Shares Outstanding $ 19.24 186.2 GP Market Cap (+) Equity Issued to Midstream @ 1.6 Ex. Ratio¹ $ 3,582 5,789 GP Market Cap (+) Equity Issued to Midstream @ 1.6 Ex. Ratio¹ $ 3,582 5,789 Pro Forma Market Cap (-) $2.0bn Threshold $ 9,372 (2,000) Pro Forma Market Cap (-) $2.0bn Threshold $ 9,372 (2,000) (x) Series B Take 6.0 % (x) Series B Take 4.7 % (x) Units Outstanding (x) Percent Vested 99 % 100 (x) Units Outstanding (x) Percent Vested 99 % 100 (/) Vested Units Outstanding 99 (/) Vested Units Outstanding 99 (x) Vested Units Redeemed (/) 20 Day GP VWAP (7-Jun) 99 $ 18.49 (x) Vested Units Redeemed (/) 20 Day GP VWAP (7-Jun) 99 $ 18.49 Source: GP 424 B4 filing dated 05-May-2017 and GP IDR Holdings LLC Limited Liability Company Agreement dated 31-Dec-2016; Bloomberg market data as of 22-Jun-2018 1 Based on 187.0mm Midstream units outstanding receiving the merger consideration of 1.6x GP shares. 4 Fixed Settlement Floating Value Conversion - Common Shares Issued23.6 Conversion - Common Shares Issued18.5 Per Vested B Unit Entitlement$ 4.42 Per Vested B Unit Entitlement$ 3.47 Total Entitlement$ 436.1 Total Entitlement$ 342.1 Memo: illustrative assumption Series B Value$ 442.3 Series B Value$ 347.0 Equity Value Subject to Series B Take$ 7,372 Equity Value Subject to Series B Take$ 7,372

PRELIMINARY CONFIDENTIAL DRAFT – FOR DISCUSSION PURPOSES ONLY Illustrative Analysis at Various Implied GP Share Prices Pro Forma Arkose GP + Midstream | Illustrative 1.6x Exchange Ratio 52-Week Low Combined Equity Value 52-Week High Combined Equity Value 20% Equity Upside to Market Value¹ 30% Equity Upside to Market Value¹ 40% Equity Upside to Market Value¹ Current GP Shares 186 186 186 186 186 (+) Pro Forma Midstream Units (at 1.6 x Ech. Ratio) 301 301 301 301 301 (+) 18.5 mm Shares Issued to Series B Units 19 19 19 19 19 Total Pro Forma Shares Outstanding 506 506 506 506 506 % Change From Current Share Price (14)% 24 % 29 % 40 % 51 % 4.5 % 16.6 18.6 18.7 19.1 19.3 6.0 22.4 25.1 25.3 25.7 26.1 Source: Arkose Projections, Wall Street research and Bloomberg market data as of 22-Jun-2018 Note: Pro forma analysis assumes 1.1x coverage ratio in 2018 and 2019-2022 coverage ratios held constant to current standalone forecasts. 1 52-Week Low Combined Equity Value and 52-Week High Combined Equity Value inclusive of Series B conversion into status quo GP market cap; illustrative upside cases based on current total equity value, inclusive of Series B value. 5 Legacy Contractual Calculation: Current Prices GP: $19.20 Midstream: $30.76 GP IPO Price: $23.50 Series B Take Implied # of GP Share Issued for Series B Implied GP Share Price$ 14.84$ 21.48$ 22.36$ 24.22$ 26.09 Implied Pro Forma Equity Value$ 7,502$ 10,858$ 11,305$ 12,247$ 13,189 Assumes No Further Future Acquisitions / Stock Issuances