EX-10.3


 Exhibit 10.3 

Execution Version 

DISTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT 

(Interest in Tallgrass Energy GP, LP) 

This DISTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of May 11, 2015, is entered into by
and among Tallgrass Energy Holdings, LLC, a Delaware limited liability company (“Assignor”), and each of the members of Assignor listed in Exhibit A hereto (each, an “Assignee”; collectively, the
“Assignees”). Assignor and the Assignees may be referred to individually as a “Party” or collectively as the “Parties.” Capitalized terms used herein and not otherwise defined have the meaning given
in the Limited Partnership Agreement of Tallgrass Energy GP, LP, a Delaware limited partnership (the “Partnership”), dated as of February 19, 2015 (as may hereafter be amended, supplemented or modified, the “Partnership
Agreement”). 
 RECITALS 

A. Assignor owns 100% of the issued and outstanding limited partner interest in the Partnership (the “Subject
Interest”).  
 B. Following the consummation of the transactions contemplated by this Agreement, the Assignees and
TEGP Management, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), intend to enter into a First Amended and Restated Limited Partnership Agreement, which will, among other
things, create Class A shares of the Partnership to be issued in the initial public offering of the Partnership (the “IPO”).  

C. In preparation for the IPO, Assignor desires to distribute the Subject Interest pro rata to the Assignees, and each Assignee desires to
receive its respective pro rata portion of the Subject Interest and to become a limited partner in the Partnership. 
 NOW THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 
 AGREEMENT

 1. Assignment of the Subject Interest. Assignor hereby grants, bargains, conveys, assigns, transfers, sets over and delivers
to each Assignee the percentage of the Subject Interest in Partnership set forth oppose such Assignee’s name in Exhibit A hereto, and each Assignee hereby accepts its pro rata portion of the Subject Interest. 

2. Limited Partner. In connection with its acceptance of its pro rata portion of the Subject Interest, each Assignee desires and agrees
to become a limited partner in the Partnership and agrees to be bound by the terms and conditions of the Partnership Agreement as a limited partner and assumes all rights and obligations associated therewith. 

3. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors
and assigns. 
 4. Governing Law. This Agreement and the transactions contemplated hereby will be governed by and interpreted in
accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws. 






 5. Further Assurances. The Parties agree to execute all instruments and to take all
actions that are reasonably necessary to effect the transactions contemplated hereby. 
 6. Counterparts. This Agreement may be
signed in any number of counterparts, each of which will be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 

[Signature Page Follows] 






 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

  

			
	 ASSIGNOR:
  

TALLGRASS ENERGY HOLDINGS, LLC

		
	By:		 /s/ David G. Dehaemers, Jr.

			David G. Dehaemers, Jr.
			President and Chief Executive Officer


 Signature Page to 

Distribution, Assignment and Assumption Agreement 

(Interest in Tallgrass Energy GP, LP) 







			
	ASSIGNEE:
	
	KIA VIII (Rubicon), L.P.
		
	By:		KIA VIII (Rubicon) GP, L.P.,
			its general partner
		
	By:		Kelso GP VIII, LLC,
			its general partner
		
	By:		 /s/ James J. Connors, II

			James J. Connors, II
			Managing Member
	
	ASSIGNEE:
	
	KEP VI AIV (Rubicon), LLC
		
	By:		 /s/ James J. Connors, II

			James J. Connors, II
			Managing Member
	
	ASSIGNEE:
	
	TALLGRASS HOLDINGS LLC
		
	By:		EMG Fund II Management, LP,
			its manager
		
	By:		EMG Fund II Management LLC
			its general partner
		
	By:		 /s/ John T. Raymond

			John T. Raymond
			Chief Executive Officer


 Signature Page to 

Distribution, Assignment and Assumption Agreement 

(Interest in Tallgrass Energy GP, LP) 






 
			
	ASSIGNEE:
	
	TALLGRASS KC, LLC
		
	By:		 /s/ David G. Dehaemers, Jr.

			David G. Dehaemers, Jr.
			Manager
	
	ASSIGNEE:
	
	WYLIE VENTURES, LLC
		
	By:		 /s/ Forrest E. Wylie

			 Forrest E. Wylie
 Sole Member

	
	ASSIGNEE:
	
	HOBBS VENTURES LLC
		
	By:		 /s/ Charles Scott Hobbs

			 Charles Scott Hobbs

Member/Manager



 Signature Page to 

Distribution, Assignment and Assumption Agreement 

(Interest in Tallgrass Energy GP, LP) 






 Exhibit A 
  


			
	 Name and Address of Assignee
	  	Percentage of Subject Interest in
Tallgrass Energy GP, LP Transferred to
Assignee
	 KIA VIII (Rubicon), L.P.
	  	31.22%
	 KEP VI AIV (Rubicon), LLC
	  	5.44%
	 Tallgrass Holdings LLC
	  	37.50%
	 Tallgrass KC, LLC
	  	25.00%
	 Wylie Ventures, LLC
	  	0.41%
	 Hobbs Ventures LLC
	  	0.43%
	 TOTAL
	  	100%