EX-10.1




 Exhibit 10.1 

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT 

by and among 
 CONE GATHERING
LLC 
 CONE MIDSTREAM GP LLC 

CONE MIDSTREAM PARTNERS LP 

and 
 CONE MIDSTREAM OPERATING
COMPANY LLC 
 dated as of 

            , 2014 








 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	ARTICLE I DEFINITIONS	  	 	3	  
	 1.1
	 	Defined Terms	  	 	3	  
	 1.2
	 	References and Rules of Construction	  	 	3	  
		
	ARTICLE II CONTRIBUTIONS, ACKNOWLEDGMENTS AND DISTRIBUTIONS	  	 	4	  
	 2.1
	 	Execution of the Partnership Agreement	  	 	4	  
	 2.2
	 	Contribution of the 2% OpCo Interest to the General Partner	  	 	4	  
	 2.3
	 	Contribution of the 2% OpCo Interest to the Partnership	  	 	4	  
	 2.4
	 	Contribution of the 98% OpCo Interest to the Partnership	  	 	5	  
	 2.5
	 	Execution of Joinder to the OpCo LLC Agreement	  	 	5	  
	 2.6
	 	Public Cash Contribution	  	 	5	  
	 2.7
	 	Payment of Transaction Expenses by the Partnership	  	 	5	  
	 2.8
	 	Use of Proceeds	  	 	5	  
	 2.9
	 	Redemption of the Initial LP Interest from the Partnership and	  			
		 	Return of Initial Capital Contribution	  	 	5	  
		
	ARTICLE III EXERCISE OF OVER-ALLOTMENT OPTION	  	 	6	  
		
	ARTICLE IV FURTHER ASSURANCES	  	 	6	  
		
	ARTICLE V ORDER OF COMPLETION AND EFFECTIVENESS OF TRANSACTIONS	  	 	6	  
	 5.1
	 	Order of Completion of Transactions	  	 	6	  
	 5.2
	 	Effectiveness of Transactions	  	 	6	  
		
	ARTICLE VI MISCELLANEOUS	  	 	7	  
	 6.1
	 	Taxes; Costs	  	 	7	  
	 6.2
	 	Assignment; Binding Effect	  	 	7	  
	 6.3
	 	No Third Party Rights	  	 	7	  
	 6.4
	 	Entire Agreement	  	 	7	  
	 6.5
	 	Amendment	  	 	7	  
	 6.6
	 	Applicable Law	  	 	7	  
	 6.7
	 	Parties in Interest	  	 	8	  
	 6.8
	 	Preparation of Agreement	  	 	8	  
	 6.9
	 	Severability	  	 	8	  
	 6.10
	 	Counterparts	  	 	8	  
	 6.11
	 	Deed; Bill of Sale; Assignment	  	 	8	  
		
	 APPENDIX
	  			
			
	 Appendix I
	 	Definitions	  			


  
 i 









 CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT 

This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of [•], 2014 (as may be amended, supplemented or restated from time to
time, this “Agreement”), is by and between CONE GATHERING LLC, a Delaware limited liability company (“CONE Gathering”), CONE MIDSTREAM GP LLC, a Delaware limited liability company (the
“General Partner”), CONE MIDSTREAM PARTNERS LP, a Delaware limited partnership (the “Partnership”), and CONE MIDSTREAM OPERATING COMPANY LLC, a Delaware limited liability company (the
“Operating Company”) (each, a “Party” and, collectively, the “Parties”). 

RECITALS 
 WHEREAS,
the General Partner and CONE Gathering formed the Partnership, pursuant to the Delaware Revised Uniform Limited Partnership Act (as amended from time to time, the “DRULPA”), to own, operate, develop and acquire natural gas gathering
and other midstream energy assets, as well as to engage in any other business activity that is approved by the General Partner and that lawfully may be conducted by a limited partnership organized under the DRULPA, all as more fully described in the
Prospectus (as defined below); 
 WHEREAS, (i) CONE Midstream DevCo I LP, a Delaware limited partnership (“DevCo I
LP”), owns all of the assets, properties, interests and rights in connection with, relating to or arising out of the Anchor Systems (as defined below), (ii) CONE Midstream DevCo II LP, a Delaware limited partnership
(“DevCo II LP”), owns all of the assets, properties, interests and rights in connection with, relating to or arising out of the Growth Systems (as defined below) and (iii) CONE Midstream DevCo III LP, a Delaware limited
partnership (“DevCo III LP”), owns all of the assets, properties, interests and rights in connection with, relating to or arising out of the Additional Systems (as defined below); 

WHEREAS, CONE Midstream DevCo I GP LLC, a Delaware limited liability company (“DevCo I GP”), owns a 75% general
partner interest in DevCo I LP, and CONE Gathering owns a 25% limited partner interest in DevCo I LP; 
 WHEREAS, CONE Midstream
DevCo II GP LLC, a Delaware limited liability company (“DevCo II GP”), owns a 5% general partner interest in DevCo II LP, and CONE Gathering owns a 95% limited partner interest in DevCo II LP; 

WHEREAS, CONE Midstream DevCo III GP LLC, a Delaware limited liability company (“DevCo III GP”), owns a 5%
general partner interest in DevCo III LP, and CONE Gathering owns a 95% limited partner interest in DevCo III LP; 
 WHEREAS, the
Operating Company owns 100% of the limited liability company interests in each of DevCo I GP, DevCo II GP and DevCo III GP; 

WHEREAS, CONE Gathering owns 100% of the limited liability company interests in the Operating Company; 

  
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 WHEREAS, in connection with the closing of the Offering (as defined below), CONE Gathering
desires to contribute, assign, transfer and deliver to the Partnership, and the Partnership desires to acquire from CONE Gathering, all of the limited liability company interests in the Operating Company held by CONE Gathering, and, in exchange, the
Partnership desires to issue (i) to the General Partner, the interests set forth in Section 2.3 and (ii) to CONE Gathering, the interests set forth in Section 2.4 and, if applicable, the interests set forth in
Article III; 
 WHEREAS, in order to accomplish the objectives and purposes in the preceding recitals, each of the
following actions has been taken prior to the date hereof: 
 1. On May 30, 2014, CONE Gathering formed the General Partner under the
Delaware Limited Liability Company Act (the “Delaware LLC Act”) and contributed $1,000 in exchange for 100% of the limited liability company interests in the General Partner; 

2. On May 30, 2014, CONE Gathering, as the organizational limited partner, and the General Partner, as the general partner, formed the
Partnership under the DRULPA and contributed $6,860 and $140, respectively, in exchange for a 98% limited partner interest (the “Initial LP Interest”) and a 2% general partner interest, respectively, in the Partnership; 

3. On July 11, 2014, CONE Gathering formed the Operating Company under the Delaware LLC Act and contributed $4,000 in exchange for 100% of
the limited liability company interests in the Operating Company; 
 4. On July 11, 2014, the Operating Company formed DevCo I GP under
the Delaware LLC Act and contributed $1,000 in exchange for 100% of the limited liability company interests in DevCo I GP; 
 5. On
July 11, 2014, CONE Gathering, as the organizational limited partner, and DevCo I GP, as the general partner, formed DevCo I LP under the DRULPA and contributed $250 and $750, respectively, in exchange for a 25% limited partner interest and a
75% general partner interest, respectively, in DevCo I LP; 
 6. On July 11, 2014, the Operating Company formed DevCo II GP under the
Delaware LLC Act and contributed $1,000 in exchange for 100% of the limited liability company interests in DevCo II GP; 
 7. On
July 11, 2014, CONE Gathering, as the organizational limited partner, and DevCo II GP, as the general partner, formed DevCo II LP under the DRULPA and contributed $950 and $50, respectively, in exchange for a 95% limited partner interest and a
5% general partner interest, respectively, in DevCo II LP; 
 8. On July 11, 2014, the Operating Company formed DevCo III GP under the
Delaware LLC Act and contributed $1,000 in exchange for 100% of the limited liability company interests in DevCo III GP; 
 9. On
July 11, 2014, CONE Gathering, as the organizational limited partner, and DevCo III GP, as the general partner, formed DevCo III LP under the DRULPA and contributed $950 and $50, respectively, in exchange for a 95% limited partner interest and
a 5% general partner interest, respectively, in DevCo III LP; 

  
 2 









 10. Effective immediately prior to the Effective Time (as defined below), pursuant to the DevCo I
Asset Contribution Agreement (as defined below), CONE Gathering conveyed to DevCo I LP, as a capital contribution (25% on its own behalf and 75% on behalf of the Operating Company and, in turn, DevCo I GP), the Anchor Systems (as defined below);

 11. Effective immediately prior to the Effective Time (as defined below), pursuant to the DevCo II Asset Contribution Agreement (as
defined below), CONE Gathering conveyed to DevCo II LP, as a capital contribution (95% on its own behalf and 5% on behalf of the Operating Company and, in turn, DevCo II GP), the Growth Systems (as defined below); and 

12. Effective immediately prior to the Effective Time (as defined below), pursuant to the DevCo III Asset Contribution Agreement (as defined
below), CONE Gathering conveyed to DevCo III LP, as a capital contribution (95% on its own behalf and 5% on behalf of the Operating Company and, in turn, DevCo III GP), the Additional Systems (as defined below); 

WHEREAS, concurrently with the consummation of the transactions contemplated hereby, each of the matters provided for in Article
II will occur in accordance with its respective terms; 
 WHEREAS, if the Over-Allotment Option (as defined below) is exercised,
each of the matters provided for in Article III will occur in accordance with its respective terms; and 
 WHEREAS, the
respective members or partners of the Parties, as applicable, have taken or caused to be taken all limited liability company and partnership action, as the case may be, required to approve the transactions contemplated by this Agreement. 

NOW, THEREFORE, in consideration of the premises and the covenants, conditions and agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 
 ARTICLE I

 DEFINITIONS 
 As
used in this Agreement, the following terms shall have the meanings set forth below: 
 1.1 Defined Terms. For purposes hereof,
the capitalized terms used herein and not otherwise defined have the meanings set forth in Appendix I. 
 1.2
References and Rules of Construction. All references in this Agreement to Appendices, Articles, Sections, subsections and other subdivisions refer to the corresponding Appendices, Articles, Sections, subsections and other subdivisions of or
to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Appendices, Articles, Sections, subsections and other subdivisions of this Agreement are for convenience only, do not constitute any part of this
Agreement and shall be disregarded in construing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of


  
 3 









 
similar import, refer to this Agreement as a whole and not to any particular Appendix, Article, Section, subsection or other subdivision unless expressly so limited. The word
“including” (in its various forms) means “including without limitation.” All references to “$” or “dollars” shall be deemed references to United States dollars. Each accounting term not defined herein will
have the meaning given to it under GAAP. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed
to include the plural and vice versa, unless the context otherwise requires. References to any Law means such Law as it may be amended from time to time. 

ARTICLE II 

CONTRIBUTIONS, ACKNOWLEDGMENTS AND DISTRIBUTIONS 

Each of the following transactions set forth in this Article II shall be completed in the order set forth herein, subject to, and in
accordance with, the provisions of Article V: 
 2.1 Execution of the Partnership Agreement. The General Partner and
CONE Gathering, as the organizational limited partner, shall amend and restate the Original Partnership Agreement by executing and delivering the Partnership Agreement, with such changes as the General Partner and CONE Gathering may agree. 

2.2 Contribution of the 2% OpCo Interest to the General Partner. CONE Gathering hereby grants, contributes, bargains, conveys,
assigns, transfers, sets over and delivers to the General Partner a portion of its limited liability company interests in the Operating Company with a value equal to 2% of the equity value of the Partnership immediately after the closing of the
Offering (the “2% OpCo Interest”), and the General Partner hereby accepts such 2% OpCo Interest as a capital contribution from CONE Gathering. Notwithstanding any provision of the OpCo LLC
Agreement to the contrary (and CONE Gathering hereby waives any provision of the OpCo LLC Agreement to the contrary), the General Partner is hereby admitted to the Operating Company as a member of the Operating Company with respect to the 2% OpCo
Interest and hereby agrees that it is bound by the OpCo LLC Agreement. Immediately following such contribution of the 2% OpCo Interest, CONE Gathering shall and does hereby continue as a member of the Operating Company with respect to the portion of
its limited liability company interests in the Operating Company not transferred to the General Partner. 
 2.3 Contribution of the 2%
OpCo Interest to the Partnership. The General Partner hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to the Partnership the 2% OpCo Interest in exchange for (a) a continuation of the General
Partner’s 2% general partner interest in the Partnership and (b) the issuance to the General Partner of all of the Incentive Distribution Rights in the Partnership, and the Partnership hereby accepts such 2% OpCo Interest as a capital
contribution from the General Partner. Notwithstanding any provision of the OpCo LLC Agreement to the contrary (and each of CONE Gathering and the General Partner hereby waives any provision of the OpCo LLC Agreement to the contrary), the
Partnership is hereby admitted to the Operating Company as a member of the Operating Company with respect to the 2% OpCo Interest and hereby agrees that it is bound by the OpCo LLC Agreement. Immediately following such contribution of the 2% OpCo
Interest, (i) CONE Gathering shall and does hereby continue as a member of the Operating Company and (ii) the General Partner shall and does hereby cease to be a member of the Operating Company and shall thereupon cease to have or exercise
any right or power as a member of the Operating Company. 

  
 4 









 2.4 Contribution of the 98% OpCo Interest to the Partnership. CONE Gathering hereby
grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to the Partnership all right, title and interest in and to all of the remaining limited liability company interests in the Operating Company held by CONE Gathering
(the “98% OpCo Interest”) in exchange for (a) [•] Common Units representing an approximate [•]% limited partner interest in the Partnership, (b) [•] Subordinated Units representing an approximate
[•]% limited partner interest in the Partnership and (c) the right to receive a cash distribution from the Partnership in the amount of approximately $[•] million from the net proceeds from the Offering, and the Partnership hereby
accepts such 98% OpCo Interest as a capital contribution from CONE Gathering. Upon CONE Gathering’s contribution of such 98% OpCo Interest to the Partnership, (i) the Partnership shall be the sole member of the Operating Company,
(ii) CONE Gathering shall and does hereby cease to be a member of the Operating Company and shall thereupon cease to have or exercise any right or power as a member of the Operating Company and (iii) the Operating Company shall be and
hereby is continued without dissolution. 
 2.5 Execution of Joinder to the OpCo LLC Agreement. The Partnership shall execute a
joinder to the OpCo LLC Agreement (in the form attached thereto, if any) or similar written undertaking to be bound by the terms and conditions of the OpCo LLC Agreement. 

2.6 Public Cash Contribution. The Parties acknowledge that, in connection with the Offering, public investors, through the
Underwriters, have made a capital contribution to the Partnership of $[•] in cash in exchange for [•] Common Units representing an approximate [•]% limited partner interest in the Partnership, and such public investors are being
admitted to the Partnership as limited partners in connection therewith. 
 2.7 Payment of Transaction Expenses by the
Partnership. The Parties acknowledge the payment by the Partnership, in connection with the closing of the Offering, of (a) transaction expenses in the amount of approximately $[•] million, excluding the underwriting discount of
$[•] million in the aggregate and (b) an aggregate structuring fee equal to [• ]% of the gross proceeds of the Offering payable equally among Wells Fargo Securities, LLC and Robert W. Baird & Co. Incorporated
(the “Structuring Fee”). 
 2.8 Use of Proceeds. The Parties acknowledge the Partnership’s
(a) distribution of cash to CONE Gathering of approximately $[•] million, (b) retention of approximately $[•] million to fund anticipated growth capital expenditures and (c) retention of approximately $[•] million to
pay origination fees related to the Partnership’s revolving credit facility. 
 2.9 Redemption of the Initial LP Interest from the
Partnership and Return of Initial Capital Contribution. The Partnership hereby redeems the Initial LP Interest held by CONE Gathering and hereby refunds and distributes to CONE Gathering the initial contribution, in the amount of $6,860,
made by CONE Gathering in connection with the formation of the Partnership, along with any interest or other profit that resulted from the investment or other use of such initial contribution. 

  
 5 









 ARTICLE III 

EXERCISE OF OVER-ALLOTMENT OPTION 

If the Over-Allotment Option is exercised in whole or in part, the Underwriters will contribute additional cash to the Partnership in exchange
for up to an additional [•] Common Units (the “Option Units”) at the Offering price per Common Unit set forth in the Prospectus, net of the underwriting discount and the Structuring Fee. Upon the expiration of the Option
Period, any Option Units not purchased by the Underwriters pursuant to the Underwriting Agreement will be issued on a deferred basis to CONE Gathering and for no additional consideration as part of the contribution transactions described in
Section 2.4. Any such time and date of delivery of Option Units is referred to herein as an “Option Closing Time.” 

ARTICLE IV 
 FURTHER
ASSURANCES 
 From time to time after the date hereof, and without any additional consideration, the Parties agree to execute,
acknowledge and deliver all such additional deeds, assignments, bills of sale, conveyances, instruments, notices, releases, acquittances and other documents, and to do all such other acts and things, all in accordance with applicable Law, as may be
necessary or appropriate to (i) more fully assure that the applicable Parties own all of the properties, rights, titles, interests, estates, remedies, powers and privileges granted by this Agreement, or which are intended to be so granted,
(ii) more fully and effectively vest in the applicable Parties and their respective successors and assigns beneficial and record title to the interests contributed, assigned, transferred and delivered by this Agreement, or which are intended to
be so contributed, assigned, transferred and delivered and (iii) more fully and effectively carry out the purposes and intent of this Agreement. 

ARTICLE V 
 ORDER OF
COMPLETION AND EFFECTIVENESS OF TRANSACTIONS 
 5.1 Order of Completion of Transactions. The transactions provided for in
Section 2.1 through Section 2.5 shall be completed as of the Effective Time in the order set forth in Article II. The transactions provided for in Section 2.6 through Section 2.9 shall be
completed as of the Closing Time in the order set forth in Article II. Following the completion of the transactions set forth in Article II, the transactions provided for in Article III, if they occur, shall be completed as of
the applicable Option Closing Time. 
 5.2 Effectiveness of Transactions. Notwithstanding anything contained in this Agreement
to the contrary, (a) none of the provisions of Section 2.1 through Section 2.5 shall be operative or have any effect until the Effective Time, (b) none of the provisions of Section 2.6 through
Section 2.9 shall be operative or have any effect until the Closing Time and (c) none of the provisions of Article III shall be operative or have any effect until the applicable Option Closing Time, at which respective times
all such applicable provisions shall be effective and operative in accordance with Section 5.1 without further action by any Party. 

  
 6 









 ARTICLE VI 

MISCELLANEOUS 
 6.1
Taxes; Costs. Except for the transaction expenses set forth in Section 2.7, CONE Gathering shall pay all expenses, fees and costs, including all sales, use and similar taxes arising out of the contributions, distributions,
conveyances and deliveries to be made under Article II and shall pay all documentary, filing, recording, transfer, deed and conveyance taxes and fees required in connection therewith. In addition, CONE Gathering shall be responsible for all
costs, liabilities and expenses (including court costs and reasonable attorneys’ fees) incurred in connection with the implementation of any conveyance or delivery pursuant to Article IV (to the extent related to any of the
contributions, distributions, conveyances and deliveries to be made under Article II). 
 6.2 Assignment; Binding
Effect. This Agreement may not be assigned by any Party, in whole or in part, without the prior written consent of the other Parties. No assignment hereunder by any Party shall relieve such Party of any obligations and responsibilities
hereunder. This Agreement shall be binding upon and inure to the benefit of the Parties and, to the extent permitted by this Agreement, their successors, legal representatives and permitted assigns. 

6.3 No Third Party Rights. The provisions of this Agreement are intended to bind the Parties as to each other and are not
intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies, and no person is or is intended to be a third party beneficiary of any of the provisions of this Agreement. 

6.4 Entire Agreement. This Agreement and the Omnibus Agreement constitute the entire agreement of the Parties and their
Affiliates relating to the transactions contemplated hereby and supersede all provisions and concepts contained in all prior letters of intent, memoranda, agreements or communications between the Parties or their Affiliates relating to the
transactions contemplated hereby. 
 6.5 Amendment. This Agreement may be amended only by an instrument in writing executed by
the Parties and expressly identified as an amendment or modification. 
 6.6 Applicable Law. This Agreement shall be subject
to and governed by the laws of the State of Delaware, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state. EACH OF THE PARTIES HERETO AGREES THAT THIS
AGREEMENT INVOLVES AT LEAST U.S. $100,000.00 AND THAT THIS AGREEMENT HAS BEEN ENTERED INTO IN EXPRESS RELIANCE UPON 6 Del. C. § 2708. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES (i) TO BE SUBJECT TO THE JURISDICTION
OF THE COURTS OF THE STATE OF DELAWARE AND OF THE FEDERAL COURTS SITTING IN THE STATE OF DELAWARE AND (ii) TO THE EXTENT SUCH PARTY IS NOT OTHERWISE SUBJECT TO SERVICE OF PROCESS IN THE STATE OF DELAWARE, TO APPOINT AND MAINTAIN AN AGENT IN THE
STATE OF DELAWARE AS SUCH PARTY’S AGENT FOR ACCEPTANCE OF LEGAL PROCESS AND TO NOTIFY THE OTHER PARTIES OF THE NAME AND ADDRESS OF SUCH AGENT. EACH PARTY HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. 

  
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 6.7 Parties in Interest. Except as expressly set forth in this Agreement, nothing
in this Agreement shall entitle any Person other than the Parties to any claim, cause of action, remedy or right of any kind. 
 6.8
Preparation of Agreement. All of the Parties and their respective counsels participated in the preparation of this Agreement. In the event of any ambiguity in this Agreement, no presumption shall arise based on the identity of the draftsman
of this Agreement. 
 6.9 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of
being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not
affected in any adverse manner to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original
intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. 

6.10 Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed
to be an original instrument, but all of such counterparts shall constitute for all purposes one agreement. Any signature hereto delivered by a Party by electronic mail shall be deemed an original signature hereto. 

6.11 Deed; Bill of Sale; Assignment. To the extent required and permitted by applicable Law, this Agreement shall also constitute
a “deed,” “bill of sale” or “assignment” of the assets and interests referenced herein. 
 [Remainder of
page intentionally left blank.] 

  
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 IN WITNESS WHEREOF, the Parties to this Agreement have caused it to be duly executed as of the
date first above written. 
  

									
	CONE GATHERING:	 		 	GENERAL PARTNER:
			
	CONE GATHERING LLC	 		 	CONE MIDSTREAM GP LLC
					
	By:	 	  
	 		 	By:	  	  

	Name:	 		 		 	Name:	  	
	Title:	 		 		 	Title:	  	
			
	PARTNERSHIP:	 		 	OPERATING COMPANY:
			
	CONE MIDSTREAM PARTNERS LP	 		 	CONE MIDSTREAM OPERATING COMPANY LLC
				
	By: CONE Midstream GP LLC, its general partner	 		 		  	
					
	By:	 	  
	 		 	By:	  	  

	Name:	 		 		 	Name:	  	
	Title:	 		 		 	Title:	  	

 Signature Page to 

Contribution, Conveyance and Assumption Agreement 

  









 APPENDIX I 

Definitions 

“2% OpCo Interest” is defined in Section 2.2. 

“98% OpCo Interest” is defined in Section 2.4. 

“Additional Systems” means the Contributed Assets (as defined in the DevCo III Asset Contribution Agreement). 

“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more
intermediaries, Controls, or is Controlled by, or is Under Common Control With, such Person. The term “Affiliated” shall have the correlative meaning. 

“Agreement” is defined in the Preamble. 

“Anchor Systems” means the Contributed Assets (as defined in the DevCo I Asset Contribution Agreement). 

“Closing Date” means the first date on which Common Units are sold by the Partnership to the Underwriters pursuant to
the provisions of the Underwriting Agreement. 
 “Closing Time” means the time of closing on the Closing Date
pursuant to the Underwriting Agreement. 
 “Commission” means the United States Securities and Exchange Commission.

 “Common Unit” has the meaning given such term in the Partnership Agreement. 

“CONE Gathering” is defined in the Preamble. 

“Control” (including the terms “Controlled” and “Under Common Control
With”) means with respect to any Person, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting shares, by contract, or
otherwise. 
 “Delaware LLC Act” is defined in the Recitals. 

“DevCo I Asset Contribution Agreement” means that certain Contribution Agreement, dated as of the date hereof, by and
between CONE Gathering, the Operating Company, DevCo I GP and DevCo I LP. 
 “DevCo I GP” is defined in the
Recitals. 
 “DevCo I LP” is defined in the Recitals. 

 

  
 APPENDIX I

 PAGE 1 









 “DevCo II Asset Contribution Agreement” means that certain Contribution
Agreement, dated as of the date hereof, by and between CONE Gathering, the Operating Company, DevCo II GP and DevCo II LP. 

“DevCo II GP” is defined in the Recitals. 

“DevCo II LP” is defined in the Recitals. 

“DevCo III Asset Contribution Agreement” means that certain Contribution Agreement, dated as of the date hereof, by
and between CONE Gathering, the Operating Company, DevCo III GP and DevCo III LP. 
 “DevCo III GP” is defined in
the Recitals. 
 “DevCo III LP” is defined in the Recitals. 

“DRULPA” is defined in the Recitals. 

“Effective Time” means 12:01 a.m. Eastern Time on the Closing Date. 

“General Partner” is defined in the Preamble. 

“Governmental Authority” means any federal, state, local, municipal, tribal or other government; any governmental,
regulatory or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, regulatory or taxing authority or power; and any court or governmental tribunal,
including any tribal authority having or asserting jurisdiction. 
 “Growth Systems” means the Contributed Assets
(as defined in the DevCo II Asset Contribution Agreement). 
 “Incentive Distribution Rights” has the meaning given
such term in the Partnership Agreement. 
 “Initial LP Interest” is defined in the Recitals. 

“Law” means any applicable statute, law, rule, regulation, ordinance, order, code, ruling, writ, injunction, decree or
other official act of or by any Governmental Authority. 
 “Offering” means the initial offering and sale of Common
Units to the public (including the offer and sale of Common Units pursuant to the Over-Allotment Option), as described in the Registration Statement. 

  
 APPENDIX I

 PAGE 2 









 “Omnibus Agreement” means that certain Omnibus Agreement by and among
CONSOL Energy Inc., Noble Energy, Inc., CONE Gathering, the General Partner, the Partnership and the Operating Company, dated as of the date hereof, as may be amended from time to time. 

“OpCo LLC Agreement” means the Limited Liability Company Agreement of the Operating Company, dated effective as of
July 11, 2014, as the same may be amended from time to time. 
 “Operating Company” is defined in the Preamble.

 “Option Period” means the period from the Closing Date to and including the date that is 30 days after the
Closing Date. 
 “Option Closing Time” is defined in Article III. 

“Option Units” is defined in Article III. 

“Original Partnership Agreement” means that certain Agreement of Limited Partnership of the Partnership, dated
effective as of May 30, 2014. 
 “Over-Allotment Option” means the option granted to the Underwriters by the
Partnership pursuant to Section [•] of the Underwriting Agreement. 
 “Partnership” is defined in the Preamble.

 “Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of the Partnership,
dated as of the Closing Date, substantially in the form attached as Appendix A to the Prospectus, as the same may be amended from time to time. 

“Party” and “Parties” are defined in the Preamble. 

“Person” means any individual, corporation, company, partnership, limited partnership, limited liability
company, trust, estate, Governmental Authority or any other entity. 
 “Prospectus” means the final
prospectus relating to the Offering dated [•], 2014 and filed by the Partnership with the Commission pursuant to Rule 424 of the Securities Act on [•], 2014. 

“Registration Statement” means the Registration Statement on Form S-1 (File No. 333-[•]), as amended, filed
by the Partnership with the Commission under the Securities Act to register the offering and sale of the Common Units in the Offering. 

“Securities Act” means the Securities Act of 1933, as amended, supplemented or restated from time to time, and any
successor to such statute. 
 “Subordinated Unit” has the meaning given such term in the Partnership Agreement. 


  
 APPENDIX I

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 “Underwriters” means, collectively, each member of the underwriting
syndicate named as an underwriter in Schedule [•] to the Underwriting Agreement. 
 “Underwriting Agreement”
means that certain Underwriting Agreement dated as of [•], 2014 among the Underwriters, CONE Gathering, the General Partner, the Partnership and the Operating Company, providing for the purchase of Common Units by the Underwriters. 

  
 APPENDIX I

 PAGE 4