**Exhibit 10.17**

**CLASS D UNIT AND UNITPURCHASE AGREEMENT**

**BY AND AMONG**

**LINN ENERGY, LLC**

**AND**

**THE PURCHASERS NAMEDHEREIN**

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**CLASS D UNIT AND UNITPURCHASE AGREEMENT**

CLASS D UNIT AND UNIT PURCHASE AGREEMENT, dated as ofJune 29, 2007 (this “Agreement”), by and among LINN ENERGY, LLC, aDelaware limited liability company (“Linn Energy”), and each of thepurchasers named in Schedule 2.01 to this Agreement (each such purchaser a “Purchaser” and,collectively, the “Purchasers”).

WHEREAS, simultaneously with the execution of thisAgreement, Linn Energy is entering into a definitive purchase agreement toacquire indirectly all of Dominion’s right, title and interest in and tocertain oil and gas properties and related assets described in the DominionAcquisition Agreement upon the terms and conditions and for the considerationset forth in the Dominion Acquisition Agreement (the “Dominion Acquisition”);

WHEREAS, Linn Energy desires to finance a portion ofthe Dominion Acquisition through the sale of an aggregate of $1,500,000,380.60of Class D Units and Units and the Purchasers desire to purchase severally anaggregate of $1,500,000,380.60 of Units and Class D Units from Linn Energy,each in accordance with the provisions of this Agreement;

WHEREAS, it is a condition to the obligations of thePurchasers and Linn Energy under this Agreement that the Dominion Acquisitionbe consummated;

WHEREAS, Linn Energy has agreed to provide thePurchasers with certain registration rights with respect to the Purchased Unitsacquired pursuant to this Agreement; and

WHEREAS, the Voting Agreement in the form attached as ExhibitD (the “Unitholder Voting Agreement”) has been executed byMichael C. Linn, Kolja Rockov, Mark A. Ellis, Lisa D. Anderson,Charlene A. Ripley and Roland P. Keddie pursuant to which each suchunitholder of Linn Energy has unconditionally and irrevocably agreed to voteall of the Units owned by it in favor of the conversion of Class D Unitsinto Units as contemplated by Section 5.01 of this Agreement.

NOW THEREFORE, in consideration of the mutualcovenants and agreements set forth herein and for good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,Linn Energy and each of the Purchasers, severally and not jointly, hereby agreeas follows:

# **ARTICLE I**

# **DEFINITIONS**

## Section 1.01.          Definitions.  As used in this Agreement, and unless thecontext requires a different meaning, the following terms have the meaningsindicated:

“8-K Filing” shall have the meaning specifiedin Section 5.06.

“Action” against a Person means any lawsuit,action, proceeding, investigation or complaint before any GovernmentalAuthority, mediator or arbitrator.

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“Affiliate” means, with respect to a specifiedPerson, any other Person, whether now in existence or hereafter created,directly or indirectly controlling, controlled by or under direct or indirectcommon control with such specified Person. For purposes of this definition, “control” (including, with correlativemeanings, “controlling”, “controlled by” and “under common control with”) meansthe power to direct or cause the direction of the management and policies ofsuch Person, directly or indirectly, whether through the ownership of votingsecurities, by contract or otherwise.

“Agreement” shall have the meaning specified inthe introductory paragraph.

“Basic Documents” means, collectively, thisAgreement, the Registration Rights Agreement, the Unitholder Voting Agreement,the Class D Amendment, the Dominion Acquisition Agreement, the Escrow Agreementand any and all other agreements or instruments executed and delivered by theParties to evidence the execution, delivery and performance of this Agreement,and any amendments, supplements, continuations or modifications thereto.

“Board of Directors” means the board ofdirectors of Linn Energy.

“Business Day” means any day other than aSaturday, a Sunday, or a legal holiday for commercial banks in Houston, Texasor New York, New York.

“Buy-In” shall have the meaning specified inSection 8.08.

“Buy-In Price” shall have the meaning specifiedin Section 8.08.

“Class D Amendment” shall have the meaningspecified in Section 2.01(a).

“Class D Unit Price” shall have the meaningspecified in Section 2.01(c).

“Class D Units” means the Class D Units of LinnEnergy, as established by the Class D Amendment.

“Closing” shall have the meaning specified inSection 2.02.

“Closing Date” shall have the meaning specifiedin Section 2.02.

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

“Commission” means the United States Securitiesand Exchange Commission.

“Commitment Amount” means the dollar amount setforth opposite each Purchaser’s name on Schedule 2.01 to this Agreementunder the heading “Gross Proceeds to Issuer”.

“Delaware LLC Act” shall have the meaningspecified in Section 3.02(a).

“Dominion” means Dominion Resources, Inc., aVirginia corporation.

“Dominion Acquisition” shall have the meaningspecified in the recitals.

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“Dominion Acquisition Agreement” means thatcertain Mid-Continent Onshore Package Purchase Agreement dated June 29,2007, by and between Dominion Exploration & Production, Inc., a corporationorganized under the Laws of Delaware, Dominion Oklahoma Texas Exploration &Production, Inc., a corporation organized under the Laws of Delaware, LDNGTexas Holdings, LLC, a limited liability company organized under the laws ofOklahoma, and DEPI Texas Holdings, LLC, a limited liability company organizedunder the laws of Delaware, and Linn Energy, which is attached hereto as ExhibitH.

“Dominion Closing Date” means the date on whichthe Dominion Acquisition is consummated.

“Escrow Agreement” means the escrow agreement tobe entered into no less than seven (7) days prior to the Closing Date (or suchother period of time reasonably acceptable to the Purchasers) among LinnEnergy, the Purchasers named therein and an escrow agent, which shall containreasonable and customary terms to be approved by Linn Energy and suchPurchasers.

“Exchange Act” means the Securities ExchangeAct of 1934, as amended from time to time, and the rules and regulations of theCommission promulgated thereunder.

“GAAP” means generally accepted accountingprinciples in the United States of America in effect from time to time.

“Governmental Authority” shall include thecountry, state, county, city and political subdivisions in which any Person orsuch Person’s Property is located or that exercises valid jurisdiction over anysuch Person or such Person’s Property, and any court, agency, department,commission, board, bureau or instrumentality of any of them and any monetaryauthorities that exercise valid jurisdiction over any such Person or suchPerson’s Property.  Unless otherwisespecified, all references to Governmental Authority herein shall mean aGovernmental Authority having jurisdiction over, where applicable, Linn Energy,its Subsidiaries or any of their Property or any of the Purchasers.

“Indemnified Party” shall have the meaningspecified in Section 7.03.

“Indemnifying Party” shall have the meaningspecified in Section 7.03.

“Law” means any federal, state, local orforeign order, writ, injunction, judgment, settlement, award, decree, statute,law, rule or regulation.

“Lien” means any interest in Property securingan obligation owed to, or a claim by, a Person other than the owner of theProperty, whether such interest is based on the common law, statute orcontract, and whether such obligation or claim is fixed or contingent, andincluding the lien or security interest arising from a mortgage, encumbrance,pledge, security agreement, conditional sale or trust receipt or a lease,consignment or bailment for security purposes.

“Limited Liability Company Agreement” shallhave the meaning specified in Section 2.01(a).

“Linn Energy” shall have the meaning specifiedin the introductory paragraph.

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“Linn Energy Financial Statements” shall havethe meaning specified in Section 3.03.

“Linn Energy Material Adverse Effect” means anymaterial and adverse effect on (i) the assets, liabilities, financialcondition, business, operations, prospects or affairs of Linn Energy and itsSubsidiaries, taken as a whole, measured against those assets, liabilities,financial condition, business, operations, prospects or affairs reflected inthe Linn Energy SEC Documents, other than those occurring as a result ofgeneral economic or financial conditions or other developments that are notunique to and do not have a material disproportionate impact on Linn Energy andits Subsidiaries but also affect other Persons who participate in or areengaged in the lines of business of which Linn Energy and its Subsidiariesparticipate or are engaged, (ii) the ability of Linn Energy and itsSubsidiaries, taken as a whole, to carry out their business as of the date ofthis Agreement or to meet their obligations under the Basic Documents on atimely basis or (iii) the ability of Linn Energy to consummate the transactionsunder any Basic Document.

“Linn Energy Financial Statements” shall havethe meaning specified in Section 3.03.

“Linn Energy Related Parties” shall have themeaning specified in Section 7.02.

“Linn Energy SEC Documents” shall have themeaning specified in Section 3.03.

“Lock-Up Date” means sixty (60) days followingthe date that a registration statement under the Securities Act is declaredeffective by the Commission to permit resale of the Units sold in the June 1,2007 private placement.

“Party” or “Parties” means Linn Energy andthe Purchasers, individually or collectively, as the case may be.

“Permitted Amount” shall have the meaningspecified in Section 2.01(a).

“Person” means any individual, corporation,company, voluntary association, partnership, joint venture, trust, limitedliability company, unincorporated organization or government or any agency,instrumentality or political subdivision thereof, or any other form of entity.

“Placement Agent Fees” means the fees that LinnEnergy is obligated to pay to Lehman Brothers Inc., Citigroup Global MarketsInc. and RBC Capital Markets Corporation upon the closing of the transactionscontemplated by this Agreement.

“Property” means any interest in any kind ofproperty or asset, whether real, personal or mixed, or tangible or intangible.

“Purchase Price” means the aggregate of eachPurchaser’s Commitment Amount set forth opposite the Purchaser’s name on Schedule2.01 to this Agreement under the heading “Gross Proceeds to Issuer”.

“Purchased Class D Units” means the Class DUnits to be issued and sold to the Purchasers pursuant to this Agreement.

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“Purchased Units” means the Units to be issuedand sold to the Purchasers pursuant to this Agreement.

“Purchaser” shall have the meaning specified inthe introductory paragraph.

“Purchaser Material Adverse Effect” means anymaterial and adverse effect on (i) the ability of a Purchaser to meet itsobligations under the Basic Documents on a timely basis or (ii) the ability ofa Purchaser to consummate the transactions under any Basic Document.

“Purchaser Related Parties” shall have themeaning specified in Section 7.01.

“Purchasers” shall have the meaning specifiedin the introductory paragraph.

“Registration Rights Agreement” means theRegistration Rights Agreement, substantially in the form attached to thisAgreement as Exhibit C, to be entered into at the Closing, among LinnEnergy and the Purchasers.

“Representatives” of any Person means theofficers, managers, directors, employees, agents and other representatives ofsuch Person.

“Securities Act” means the Securities Act of1933, as amended from time to time, and the rules and regulations of theCommission promulgated thereunder.

“Short Sales” means, without limitation, all “shortsales” as defined in Rule 200 promulgated under Regulation SHO under theExchange Act, whether or not against the box, and forward sale contracts,options, puts, calls, short sales, “put equivalent positions” (as defined inRule 16a-1(h) under the Exchange Act) and similar arrangements, and sales andother transactions through non-U.S. broker dealers or foreign regulatedbrokers.

“Subsidiary” means, as to any Person, anycorporation or other entity of which a majority of the outstanding equityinterest having by the terms thereof ordinary voting power to elect a majorityof the board of directors of such corporation or other entity (irrespective ofwhether or not at the time any equity interest of any other class or classes ofsuch corporation or other entity shall have or might have voting power byreason of the happening of any contingency) is at the time directly orindirectly owned or controlled by such Person or one or more of itsSubsidiaries.

“Terminating Breach” shall have the meaningspecified in Section 8.12(a)(ii).

“Transfer Agent” means Computershare Trust Company,N.A. in its capacity as transfer agent for the Units.

“Unit Price” shall have the meaning specifiedin Section 2.01(c).

“Unitholder Voting Agreement” shall have themeaning specified in the recitals.

“Unitholders” means the Unitholders of LinnEnergy (within the meaning of the Limited Liability Company Agreement).

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“Units” means the Units of Linn Energyrepresenting limited liability company interests.

## Section 1.02.          Accounting Proceduresand Interpretation.  Unless otherwisespecified in this Agreement, all accounting terms used herein shall beinterpreted, all determinations with respect to accounting matters under thisAgreement shall be made, and all financial statements and certificates andreports as to financial matters required to be furnished to the Purchasersunder this Agreement shall be prepared, in accordance with GAAP applied on aconsistent basis during the periods involved (except, in the case of unauditedstatements, as permitted by Form 10-Q promulgated by the Commission) and in complianceas to form in all material respects with applicable accounting requirements andwith the published rules and regulations of the Commission with respectthereto.

# **ARTICLE II**

# **SALE ANDPURCHASE**

## Section 2.01.          Saleand Purchase.  Contemporaneously withthe consummation of the Dominion Acquisition and subject to the terms andconditions of this Agreement, at the Closing, Linn Energy hereby agrees toissue and sell to each Purchaser, and each Purchaser hereby agrees, severallyand not jointly, to purchase from Linn Energy, the dollar amount of PurchasedUnits and Purchased Class D Units, respectively, set forth opposite its name onSchedule 2.01 hereto.  EachPurchaser agrees to pay Linn Energy the Unit Price for each Purchased Unit andthe Class D Unit Price for each Purchased Class D Unit, in each case asset forth in Section 2.01(c).  Therespective obligations of each Purchaser under this Agreement are several andnot joint with the obligations of any other Purchaser, and no Purchaser shallbe responsible in any way for the performance of the obligations of any otherPurchaser under this Agreement.  Thefailure or waiver of performance under this Agreement by any Purchaser, or onits behalf, does not excuse performance by any other Purchaser.  Nothing contained herein or in any otherBasic Document, and no action taken by any Purchaser pursuant thereto, shall bedeemed to constitute the Purchasers as a partnership, an association, a jointventure or any other kind of entity, or create a presumption that the Purchasersare in any way acting in concert or as a group with respect to such obligationsor the transactions contemplated by any Basic Document.  Except as otherwise provided in thisAgreement or the other Basic Documents, each Purchaser shall be entitled toindependently protect and enforce its rights, including the rights arising outof this Agreement or out of the other Basic Documents, and it shall not benecessary for any other Purchaser to be joined as an additional party in anyproceeding for such purpose.

### (a)           Units.  The number of Purchased Units to be issuedand sold to each Purchaser shall be equal to the quotient determined bydividing (i) the amount for such Purchaser under the column entitled “Units” onSchedule 2.01 by (ii) the Unit Price (as defined inSection 2.01(c) below), which quotient shall be rounded, if necessary,down to the nearest whole number; *provided, however*,that each Purchaser (i) acknowledges that in no event shall Linn Energy issueto the Purchasers an aggregate number of Units in excess of 19.9% of LinnEnergy’s outstanding Units immediately prior to such issuance (the “PermittedAmount”) and (ii) agrees to decrease the aggregate number of Units andincrease the aggregate number of Class D Units to the extent required tocause the number of Units issued to be less than the Permitted Amount.  The Purchased Units shall have those rights,preferences, privileges and restrictions governing the Units as set forth inthe Second Amended and Restated Limited 

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### Liability Company Agreement of Linn Energy, dated as ofJanuary 19, 2006 (the “Limited Liability Company Agreement”), asamended by an amendment to the Limited Liability Company Agreement, in allmaterial respects in the form of Exhibit A to this Agreement, which LinnEnergy will cause to be adopted immediately prior to the issuance and sale ofClass D Units contemplated by this Agreement (the “Class D Amendment”).  References herein to the Limited LiabilityCompany Agreement shall include or exclude the Class D Amendment as the contextrequires.

### (b)           ClassD Units.  The number of PurchasedClass D Units to be issued and sold to each Purchaser shall be equal to thequotient determined by dividing (i) the amount for such Purchaser under thecolumn entitled “Class D Units” on Schedule 2.01 (including anyincrease in such number of Class D Units as a result of the proviso containedin Section 2.01(a)) by (ii) the Class D Unit Price (as defined in Section2.01(c) below), which quotient shall be rounded, if necessary, down to thenearest whole number.  The PurchasedClass D Units shall have those rights, preferences, privileges and restrictionsgoverning the Class D Units, which shall be reflected in the Limited LiabilityCompany Agreement, as amended by the Class D Amendment.

### (c)           Consideration.  The amount per Unit each Purchaser will payto Linn Energy to purchase the Purchased Units (the “Unit Price”) shallbe $32.  The amount per Class D Unit eachPurchaser will pay to Linn Energy to purchase the Purchased Class D Units (the “ClassD Unit Price”) shall be $30.97.

### (d)           Fundinginto Escrow. Each Purchaser shall deposit its Commitment Amount into anescrow account established under the Escrow Agreement no later than twoBusiness Days prior to the Closing Date. On the Closing Date, upon receipt ofsatisfactory evidence that the conditions set forth in Article VI have beensatisfied or waived, pursuant to Section 2.02, each such Purchaser shalldeliver notice to the Escrow Agent (as such term is defined in the EscrowAgreement) to promptly and timely release the funds escrowed under the EscrowAgreement to Linn Energy.

## Section 2.02.          Closing.  The execution and delivery of the BasicDocuments (other than this Agreement), the delivery of certificatesrepresenting the Purchased Class D Units and the Purchased Units, the releaseof the funds escrowed under the Escrow Agreement by each Purchaser pursuant tothe terms of the Escrow Agreement, and the execution and delivery of all otherinstruments, agreements and other documents required by this Agreement (the “Closing”)shall take place on a date (the “Closing Date”) concurrent with theDominion Closing Date, but on or prior to November 1, 2007, provided that LinnEnergy shall have given each Purchaser five (5) Business Days (or such shorterperiod as shall be agreeable to the Parties) prior notice of such designatedClosing Date, at the offices of Vinson & Elkins L.L.P., 1001 Fannin Street,Suite 2500, Houston, Texas 77002.

# **ARTICLE III**

# **REPRESENTATIONSAND WARRANTIES OF LINN ENERGY**

Linn Energy represents and warrants to the Purchasers,on and as of the date of this Agreement and on and as of the Closing Date, asfollows:

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## Section 3.01.          CorporateExistence.  Linn Energy: (i) is alimited liability company duly organized, validly existing and in good standingunder the Laws of the State of Delaware; (ii) has all requisite limitedliability company power, and has all material governmental licenses,authorizations, consents and approvals, necessary to own its Properties andcarry on its business as its business is now being conducted as described inthe Linn Energy SEC Documents, except where the failure to obtain suchlicenses, authorizations, consents and approvals would not reasonably beexpected to have a Linn Energy Material Adverse Effect; and (iii) is qualifiedto do business in all jurisdictions in which the nature of the businessconducted by it makes such qualifications necessary, except where failure so toqualify would not reasonably be expected to have a Linn Energy Material AdverseEffect.

## Section 3.02.          Capitalization andValid Issuance of Purchased Class D Units and Purchased Units.

### (a)           Asof the date of this Agreement, and prior to the issuance and sale of thePurchased Class D Units and the Purchased Units, the issued and outstandingmembership interests of Linn Energy consist of 65,605,765 Units.  All of the outstanding Units have been dulyauthorized and validly issued in accordance with applicable Law and the LimitedLiability Company Agreement and are fully paid (to the extent required underthe Limited Liability Company Agreement) and non-assessable (except as suchnon-assessability may be affected by Section 18-607 of the Delaware LimitedLiability Company Act (the “Delaware LLC Act”).

### (b)           Otherthan Linn Energy’s existing (i) Long-Term Incentive Plan and (ii) Memorandum ofUnderstanding Regarding Compensation Arrangements for Members of its Board ofDirectors, Linn Energy has no equity compensation plans that contemplate theissuance of Units (or securities convertible into or exchangeable forUnits).  Linn Energy has no outstandingindebtedness having the right to vote (or convertible into or exchangeable forsecurities having the right to vote) on any matters on which the Unitholdersmay vote.  Except as set forth in thefirst sentence of this Section 3.02(b), as contemplated by this Agreement or asare contained in the Limited Liability Company Agreement, there are nooutstanding or authorized (i) options, warrants, preemptive rights,subscriptions, calls or other rights, convertible securities, agreements,claims or commitments of any character obligating Linn Energy or any of itsSubsidiaries to issue, transfer or sell any limited liability company interestsor other equity interests in Linn Energy or any of its Subsidiaries or securitiesconvertible into or exchangeable for such limited liability company interestsor other equity interests, (ii) obligations of Linn Energy or any of itsSubsidiaries to repurchase, redeem or otherwise acquire any limited liabilitycompany interests or other equity interests in Linn Energy or any of itsSubsidiaries or any such securities or agreements listed in clause (i) of thissentence or (iii) voting trusts or similar agreements to which Linn Energy orany of its Subsidiaries is a party with respect to the voting of the equityinterests of Linn Energy or any of its Subsidiaries.

### (c)           (i)All of the issued and outstanding equity interests of each of Linn Energy’sSubsidiaries are owned, directly or indirectly, by Linn Energy free and clearof any Liens (except for such restrictions as may exist under applicable Lawand except for such Liens as may be imposed under Linn Energy’s or Linn Energy’sSubsidiaries’ credit facilities filed as exhibits to the Linn Energy SECDocuments), and all such ownership interests have been duly authorized andvalidly issued and are fully paid (to the extent required by the organizational

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### documents of Linn Energy’s Subsidiaries, as applicable) andnon-assessable (except as non-assessability may be affected by Section 18-607of the Delaware LLC Act or the organizational documents of Linn Energy’sSubsidiaries, as applicable) and free of preemptive rights, with no personalliability attaching to the ownership thereof, and (ii) except as disclosed inthe Linn Energy SEC Documents, neither Linn Energy nor any of its Subsidiariesowns any shares of capital stock or other securities of, or interest in, anyother Person, or is obligated to make any capital contribution to or otherinvestment in any other Person.

### (d)           Theoffer and sale of the Purchased Class D Units and the Purchased Units and themembership interests represented thereby will be duly authorized by Linn Energypursuant to the Limited Liability Company Agreement prior to the Closing and,when issued and delivered to the Purchasers against payment therefor inaccordance with the terms of this Agreement, will be validly issued, fully paid(to the extent required by the Limited Liability Company Agreement) andnon-assessable (except as such non-assessability may be affected by Section18-607 of the Delaware LLC Act) and will be free of any and all Liens andrestrictions on transfer, other than restrictions on transfer under the LimitedLiability Company Agreement, the Registration Rights Agreement and applicablestate and federal securities Laws and other than such Liens as are created bythe Purchasers.

### (e)           TheUnits issuable upon conversion of the Class D Units, and the membershipinterests represented thereby, upon issuance in accordance with the terms ofthe Class D Units as reflected in the Class D Amendment, and upon receipt ofthe required Unitholder approval, will be duly authorized by Linn Energypursuant to the Limited Liability Company Agreement, and will be validlyissued, fully paid (to the extent required by applicable Law and the LimitedLiability Company Agreement) and non-assessable (except as suchnon-assessability may be affected by Section 18-607 of the Delaware LLC Act)and will be free of any and all Liens and restrictions on transfer, other thanrestrictions on transfer under the Limited Liability Company Agreement andunder applicable state and federal securities Laws and other than such Liens asare created by the Purchasers.

### (f)            ThePurchased Units will be issued in compliance with all applicable rules of TheNasdaq Global Market.  Prior to theClosing Date, Linn Energy will submit to The Nasdaq Global Market aNotification Form: Listing of Additional Units with respect to the PurchasedUnits and the Units underlying the Purchased Class D Units.  Linn Energy’s currently outstanding Units arequoted on The Nasdaq Global Market and Linn Energy has not received any noticeof delisting.

### (g)           ThePurchased Units shall have those rights, preferences, privileges andrestrictions governing the Units as set forth in the Limited Liability CompanyAgreement, as amended by the Class D Amendment. A true and correct copy of the Limited Liability Company Agreement, asamended through the date hereof (but excluding the Class D Amendment), has beenfiled by Linn Energy with the Commission on January 19, 2006 asExhibit 3.1 to Linn Energy’s Current Report on Form 8-K, asamended by Amendment No. 1 to Second Amended and Restated LimitedLiability Company Agreement of Linn Energy, LLC filed with the Commission onOctober 25, 2006 as Exhibit 4.1 to Linn Energy’s Current Report onForm 8-K and Amendment No. 2 to Second Amended and RestatedLimited Liability Company Agreement of Linn Energy, LLC filed with theCommission on February 5, 2007 as Exhibit 4.1 to Linn 

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### Energy’s Current Report on Form 8-K. The Purchased Class D Units shall have those rights, preferences,privileges and restrictions governing the Class D Units, which shall bereflected in the Limited Liability Company Agreement, as amended by the Class DAmendment.

## Section 3.03.          LinnEnergy SEC Documents.  Linn Energyhas filed with the Commission all forms, registration statements, reports,schedules and statements required to be filed by it under the Exchange Act orthe Securities Act (all such documents filed on or prior to the date of thisAgreement, collectively, the “Linn Energy SEC Documents”).  The Linn Energy SEC Documents, including anyaudited or unaudited financial statements and any notes thereto or schedulesincluded therein (the “Linn Energy Financial Statements”), at the timefiled (in the case of registration statements, solely on the dates ofeffectiveness) (except to the extent corrected by a subsequently filed LinnEnergy SEC Document filed prior to the date of this Agreement) (i) did notcontain any untrue statement of a material fact or omit to state a materialfact required to be stated therein or necessary in order to make the statementstherein, in light of the circumstances under which they were made, notmisleading, (ii) complied in all material respects with the applicablerequirements of the Exchange Act and the Securities Act, as the case may be,(iii) complied as to form in all material respects with applicable accountingrequirements and with the published rules and regulations of the Commission withrespect thereto, (iv) were prepared in accordance with GAAP applied on aconsistent basis during the periods involved (except as may be indicated in thenotes thereto or, in the case of unaudited statements, as permitted by Form10-Q of the Commission) and (v) fairly present (subject in the case ofunaudited statements to normal, recurring and year-end audit adjustments) inall material respects the consolidated financial position and status of thebusiness of Linn Energy as of the dates thereof and the consolidated results ofits operations and cash flows for the periods then ended.  KPMG LLP is an independent registered publicaccounting firm with respect to Linn Energy and has not resigned or beendismissed as independent registered public accountants of Linn Energy as aresult of or in connection with any disagreement with Linn Energy on any matterof accounting principles or practices, financial statement disclosure orauditing scope or procedures.

## Section 3.04.          NoMaterial Adverse Change.  Except asset forth in or contemplated by the Linn Energy SEC Documents, and except forthe proposed Dominion Acquisition, which has been disclosed to, and discussedwith, each of the Purchasers, since December 31, 2006, Linn Energy and itsSubsidiaries have conducted their business in the ordinary course, consistentwith past practice, and there has been no (i) change that has had or wouldreasonably be expected to have a Linn Energy Material Adverse Effect (ii)acquisition or disposition of any material asset by Linn Energy or any of itsSubsidiaries or any contract or arrangement therefor, otherwise than for fairvalue in the ordinary course of business, (iii) material change in Linn Energy’saccounting principles, practices or methods or (iv) incurrence of materialindebtedness (other than the incurrence of such indebtedness as is contemplatedin connection with the Dominion Acquisition).

## Section 3.05.          Litigation.  Except as set forth in the Linn Energy SECDocuments, there is no Action pending or, to the knowledge of Linn Energy,contemplated or threatened against Linn Energy or any of its Subsidiaries orany of their respective officers, directors or Properties, which (individuallyor in the aggregate) reasonably would be expected to have a Linn EnergyMaterial Adverse Effect, or which challenges the validity of this Agreement.

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## Section 3.06.          NoBreach.  The execution, delivery andperformance by Linn Energy of the Basic Documents to which it is a party andall other agreements and instruments in connection with the transactionscontemplated by the Basic Documents, and compliance by Linn Energy with theterms and provisions hereof and thereof, do not and will not (a) violate anyprovision of any Law, governmental permit, determination or award havingapplicability to Linn Energy or any of its Subsidiaries or any of theirrespective Properties, (b) conflict with or result in a violation of anyprovision of the Certificate of Formation of Linn Energy or the LimitedLiability Company Agreement or any organizational documents of any of LinnEnergy’s Subsidiaries, (c) require any consent, approval or notice under orresult in a violation or breach of or constitute (with or without due notice orlapse of time or both) a default (or give rise to any right of termination, cancellationor acceleration) under (i) any note, bond, mortgage, license, or loan or creditagreement to which Linn Energy or any of its Subsidiaries is a party or bywhich Linn Energy or any of its Subsidiaries or any of their respectiveProperties may be bound or (ii) any other agreement, instrument or obligation,or (d) result in or require the creation or imposition of any Lien upon or withrespect to any of the Properties now owned or hereafter acquired by Linn Energyor any of its Subsidiaries, except in the cases of clauses (a) and (c) wheresuch violation, default, breach, termination, cancellation, failure to receiveconsent or approval, or acceleration with respect to the foregoing provisionsof this Section 3.06 would not, individually or in the aggregate, reasonably beexpected to have a Linn Energy Material Adverse Effect.

## Section 3.07.          Authority.  Linn Energy has all necessary limitedliability company power and authority to execute, deliver and perform itsobligations under the Basic Documents to which it is a party and to consummatethe transactions contemplated thereby; the execution, delivery and performanceby Linn Energy of each of the Basic Documents to which it is a party, and theconsummation of the transactions contemplated thereby, have been dulyauthorized by all necessary action on its part; and the Basic Documentsconstitute the legal, valid and binding obligations of Linn Energy, enforceablein accordance with their terms, except as such enforceability may be limited bybankruptcy, insolvency, fraudulent transfer and similar Laws affectingcreditors’ rights generally or by general principles of equity.  Except as contemplated by this Agreement, noapproval by the Unitholders is required as a result of Linn Energy’s issuanceand sale of the Purchased Class D Units or the Purchased Units.

## Section 3.08.          Approvals.  Except as contemplated by this Agreement oras required by the Commission in connection with Linn Energy’s obligationsunder the Registration Rights Agreement, no authorization, consent, approval,waiver, license, qualification or written exemption from, nor any filing,declaration, qualification or registration with, any Governmental Authority orany other Person is required in connection with the execution, delivery orperformance by Linn Energy of any of the Basic Documents to which it is aparty, except where the failure to receive such authorization, consent,approval, waiver, license, qualification or written exemption or to make suchfiling, declaration, qualification or registration would not, individually orin the aggregate, reasonably be expected to have a Linn Energy Material AdverseEffect.

## Section 3.09.          MLPStatus.  Linn Energy met for thetaxable year ended December 31, 2006, and Linn Energy expects to meet for the taxableyear ending December 31, 2007, the gross income requirements of Section7704(c)(2) of the Code, andaccordingly Linn Energy is not, and 

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## does not reasonably expect tobe, taxed as a corporation for U.S. federal income tax purposes or forapplicable tax purposes.  Linn Energyindicated in the Form K-1 for the year ended December 31, 2006, that itsUnitholders may be subject to state income taxes in the followingjurisdictions: California, New York, Oklahoma, Pennsylvania, Texas, Virginiaand West Virginia.

## Section 3.10.          InvestmentCompany Status.  Linn Energy is notan “investment company” within the meaning of the Investment Company Act of1940, as amended.

## Section 3.11.          Offering.  Assuming the accuracy of the representationsand warranties of the Purchasers contained in this Agreement, the sale andissuance of the Purchased Class D Units and the Purchased Units pursuant tothis Agreement are exempt from the registration requirements of the SecuritiesAct, and neither Linn Energy nor any authorized Representative acting on itsbehalf has taken or will take any action hereafter that would cause the loss ofsuch exemption.

## Section 3.12.          CertainFees.  Except for the Placement AgentFees, no fees or commissions will be payable by Linn Energy to brokers, findersor investment bankers with respect to the sale of any of the Purchased Class DUnits or the Purchased Units or the consummation of the transactionscontemplated by this Agreement.  ThePurchasers shall not be liable for any such fees or commissions.  Linn Energy agrees that it will indemnify andhold harmless each of the Purchasers from and against any and all claims,demands or liabilities for broker’s, finder’s, placement or other similar feesor commissions incurred by Linn Energy or alleged to have been incurred by LinnEnergy in connection with the sale of Purchased Class D Units or PurchasedUnits or the consummation of the transactions contemplated by this Agreement.

## Section 3.13.          NoSide Agreements.  Except for theconfidentiality agreements entered into by and between each of the Purchasersand Linn Energy, there are no other agreements by, among or between Linn Energyor its Affiliates, on the one hand, and any of the Purchasers or theirAffiliates, on the other hand, with respect to the transactions contemplatedhereby nor promises or inducements for future transactions between or among anyof such parties.

## Section 3.14.          ClassD Unit Vote.  The affirmative vote ofa majority of the total votes cast by the holders of Units (with the exceptionof the Purchased Units, which are not entitled to vote according to the rulesof The Nasdaq Global Market) is the only approval required to approve theconversion of Class D Units into Units. As of the date of this Agreement and based on Linn Energy’s records orthird party records, the Persons listed on Schedule 3.14 to thisAgreement are the beneficial owners of the Units set forth opposite such Person’sname on Schedule 3.14 to this Agreement.

## Section 3.15.          UnitholderVoting Agreement.  Linn Energy has,contemporaneously with entering into this Agreement, entered into theUnitholder Voting Agreement in the form attached hereto as Exhibit D.

## Section 3.16.          InternalAccounting Controls.  Except asdisclosed in the Linn Energy SEC Documents, Linn Energy and its Subsidiariesmaintain a system of internal accounting 

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## controls sufficient to provide reasonable assurance that (i)transactions are executed in accordance with management’s general or specificauthorizations, (ii) transactions are recorded as necessary to permitpreparation of financial statements in conformity with GAAP and to maintainasset accountability, (iii) access to assets is permitted only in accordancewith management’s general or specific authorization and (iv) the recordedaccountability for assets is compared with the existing assets at reasonableintervals and appropriate action is taken with respect to any differences.

## Section 3.17.          PreemptiveRights or Registration Rights. Except (i) as set forth in the Limited Liability Company Agreement, (ii)as set forth in the other organizational documents of Linn Energy and itsSubsidiaries, (iii) as provided in the Basic Documents or (iv) for existingawards under Linn Energy’s Long-Term Incentive Plan and Memorandum ofUnderstanding Regarding Compensation Arrangements, there are no preemptiverights or other rights to subscribe for or to purchase, nor any restrictionupon the voting or transfer of, any capital stock or limited liability companyor membership interests of Linn Energy or any of its Subsidiaries, in each casepursuant to any other agreement or instrument to which any of such Persons is aparty or by which any one of them may be bound. Neither the execution of this Agreement nor the issuance of thePurchased Class D Units or the Purchased Units as contemplated by thisAgreement or the conversion of the Class D Units into Units gives rise to anyrights for or relating to the registration of any securities of Linn Energy,other than pursuant to the Registration Rights Agreement.

## Section 3.18.          Insurance.  Linn Energy and its Subsidiaries are insuredagainst such losses and risks and in such amounts as Linn Energy believes inits sole discretion to be prudent for its businesses.  Linn Energy does not have any reason tobelieve that it or any Subsidiary will not be able to renew its existinginsurance coverage as and when such coverage expires or to obtain similarcoverage from similar insurers as may be necessary to continue its business.

## Section 3.19.          Acknowledgment Regarding Purchase of PurchasedUnits and Purchased Class D Units.  Linn Energy acknowledges andagrees that (i) each of the Purchasers is participating in the transactionscontemplated by this Agreement and the other Basic Documents at Linn Energy’srequest and Linn Energy has concluded that such participation is in Linn Energy’sbest interest and is consistent with Linn Energy’s objectives and (ii) each ofthe Purchasers is acting solely in the capacity of an arm’s lengthpurchaser.  Linn Energy further acknowledges that no Purchaser isacting or has acted as an advisor, agent or fiduciary of Linn Energy (or in anysimilar capacity) with respect to this Agreement or the other Basic Documentsand any advice given by any Purchaser or any of its respective Representativesin connection with this Agreement or the other Basic Documents is merelyincidental to the Purchasers’ purchase of Purchased Units and Purchased Class DUnits.  Linn Energy further represents toeach Purchaser that Linn Energy’s decision to enter into this Agreement hasbeen based solely on the independent evaluation of the transactionscontemplated hereby by Linn Energy and its Representatives.

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# **ARTICLE IV**

# **REPRESENTATIONSAND WARRANTIES OF EACH PURCHASER**

Each Purchaser, severally and not jointly, representsand warrants to Linn Energy with respect to itself, on and as of the date ofthis Agreement and on and as of the Closing Date, as follows:

## Section 4.01.          ValidExistence.  Such Purchaser (i) isduly organized, validly existing and in good standing under the Laws of itsrespective jurisdiction of organization and (ii) has all requisite power, andhas all material governmental licenses, authorizations, consents and approvals,necessary to own its Properties and carry on its business as its business isnow being conducted, except where the failure to obtain such licenses,authorizations, consents and approvals would not have and would not reasonablybe expected to have a Purchaser Material Adverse Effect.

## Section 4.02.          NoBreach.  The execution, delivery andperformance by such Purchaser of the Basic Documents to which it is a party andall other agreements and instruments in connection with the transactionscontemplated by the Basic Documents to which it is a party, and compliance bysuch Purchaser with the terms and provisions hereof and thereof and thepurchase of the Purchased Class D Units and the Purchased Units by suchPurchaser do not and will not (a) violate any provision of any Law,governmental permit, determination or award having applicability to such Purchaseror any of its Properties, (b) conflict with or result in a violation of anyprovision of the organizational documents of such Purchaser or (c) require anyconsent (other than standard internal consents), approval or notice under orresult in a violation or breach of or constitute (with or without due notice orlapse of time or both) a default (or give rise to any right of termination,cancellation or acceleration) under (i) any note, bond, mortgage, license, orloan or credit agreement to which such Purchaser is a party or by which suchPurchaser or any of its Properties may be bound or (ii) any other suchagreement, instrument or obligation, except in the case of clauses (a) and (c)where such violation, default, breach, termination, cancellation, failure toreceive consent or approval, or acceleration with respect to the foregoingprovisions of this Section 4.02 would not, individually or in the aggregate,reasonably be expected to have a Purchaser Material Adverse Effect.

## Section 4.03.          Investment.  The Purchased Class D Units and the PurchasedUnits are being acquired for such Purchaser’s own account, or the accounts ofclients for whom such Purchaser exercises discretionary investment authority(all of whom such Purchaser represents and warrants are “accredited investors”within the meaning of Rule 501 of Regulation D promulgated by the Commissionpursuant to the Securities Act), not as a nominee or agent, and with no presentintention of distributing the Purchased Class D Units or the Purchased Units orany part thereof, and such Purchaser has no present intention of selling orgranting any participation in or otherwise distributing the same in anytransaction in violation of the securities Laws of the United States of Americaor any state, without prejudice, however, to such Purchaser’s right at alltimes to sell or otherwise dispose of all or any part of the PurchasedClass D Units or the Purchased Units under a registration statement underthe Securities Act and applicable state securities Laws or under an exemptionfrom such registration available thereunder (including, if available, Rule 144promulgated thereunder).  If suchPurchaser should in the future decide to dispose of any of the Purchased ClassD Units or the Purchased Units, 

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## such Purchaser understands and agrees (a) that it may do so only (i) incompliance with the Securities Act and applicable state securities Law, as thenin effect, or pursuant to an exemption therefrom or (ii) in the mannercontemplated by any registration statement pursuant to which such securitiesare being offered, and (b) that stop-transfer instructions to that effect willbe in effect with respect to such securities. Notwithstanding the foregoing, each Purchaser may at any time enter intoone or more total return swaps with respect to such Purchaser’s PurchasedClass D Units or Purchased Units or transfer its units to a swapcounterparty provided that such transactions are exempt from registration underthe Securities Act.  Notwithstanding the foregoing, withrespect to Goldman, Sachs & Co., the restrictions contained in this Section4.03 shall only apply to the Goldman Sachs Principal Strategies Group, ascurrently configured, and shall not restrict or limit the activities of anyarea or division of Goldman, Sachs & Co. or any of its Affiliates, otherthan Goldman Sachs Principal Strategies Group, as currently configured.  For the avoidance of doubt, with respect toMorgan Stanley & Co. Incorporated, the restrictions contained in thisSection 4.03 shall only apply to MSDW Strategic Investments Inc., ascurrently configured, and shall not restrict or limit the activities of anyarea or division of Morgan Stanley & Co. Incorporated or any of itsAffiliates, other than MSDW Strategic Investments, Inc., as currently configured.

## Section 4.04.          Natureof Purchaser.  Such Purchaserrepresents and warrants to, and covenants and agrees with, Linn Energy that (a)it is an “accredited investor” within the meaning of Rule 501 of Regulation Dpromulgated by the Commission pursuant to the Securities Act and (b) by reasonof its business and financial experience it has such knowledge, sophisticationand experience in business and financial matters so as to be capable ofevaluating the merits and risks of the prospective investment in the PurchasedClass D Units and the Purchased Units, is able to bear the economic risk ofsuch investment and, at the present time, would be able to afford a completeloss of such investment.

## Section 4.05.          Receiptof Information; Authorization.  SuchPurchaser acknowledges that it has (a) had access to the Linn Energy SECDocuments, (b) had access to information regarding the Dominion Acquisition andits potential effect on Linn Energy’s operations and financial results and (c)been provided a reasonable opportunity to ask questions of and receive answersfrom Representatives of Linn Energy regarding such matters.

## Section 4.06.          RestrictedSecurities.  Such Purchaserunderstands that the Purchased Class D Units and the Purchased Units it ispurchasing are characterized as “restricted securities” under the federalsecurities Laws inasmuch as they are being acquired from Linn Energy in atransaction not involving a public offering and that under such Laws andapplicable regulations such securities may be resold without registration underthe Securities Act only in certain limited circumstances.  In this connection, Purchaser represents thatit is knowledgeable with respect to Rule 144 of the Commission promulgatedunder the Securities Act.

## Section 4.07.          CertainFees.  No fees or commissions will bepayable by such Purchaser to brokers, finders or investment bankers withrespect to the sale of any of the Purchased Class D Units or the PurchasedUnits or the consummation of the transactions contemplated by this Agreement.  Linn Energy will not be liable for any suchfees or commissions.  Such Purchaseragrees, severally and not jointly with the other Purchasers, that it willindemnify and hold harmless Linn Energy from and against any and all claims,demands or liabilities for broker’s, 

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## finder’s, placement or other similar fees or commissions incurred bysuch Purchaser or alleged to have been incurred by such Purchaser in connectionwith the purchase of Purchased Class D Units or Purchased Units or theconsummation of the transactions contemplated by this Agreement.

## Section 4.08.          Legend.  It is understood that the certificatesevidencing the Purchased Class D Units and the Purchased Units and thecertificates evidencing the Units issuable upon conversion of the PurchasedClass D Units initially will bear the following legend: “These securities havenot been registered under the Securities Act of 1933, as amended.  These securities may not be sold, offered forsale, pledged or hypothecated in the absence of a registration statement ineffect with respect to the securities under such Act or pursuant to anexemption from registration thereunder and, in the case of a transaction exemptfrom registration, unless sold pursuant to Rule 144 under such Act or theissuer has received documentation reasonably satisfactory to it that suchtransaction does not require registration under such Act.”

## Section 4.09.          No SideAgreements.  Except for theconfidentiality agreements entered into by and between such Purchaser and LinnEnergy, there are no other agreements by, among or between Linn Energy or itsAffiliates, on the one hand, and such Purchaser or its Affiliates, on the otherhand, with respect to the transactions contemplated hereby nor promises orinducements for future transactions between or among any of such parties.  Notwithstandingthe foregoing, with respect to Goldman, Sachs & Co., the representationmade in this Section 4.09 is made only by the Goldman Sachs PrincipalStrategies Group, as currently configured, and does not apply to Goldman, Sachs& Co. or any of its Affiliates, other than Goldman Sachs PrincipalStrategies Group, as currently configured. Notwithstanding the foregoing, with respect to Lehman BrothersInc., the representation made inthis Section 4.09 is made only by Lehman Brothers MLP Opportunity FundL.P., as currently configured, anddoes not apply to Lehman Brothers Inc. or any of its Affiliates, other than LehmanBrothers MLP Opportunity Fund L.P.,as currently configured.  Notwithstandingthe foregoing, with respect to Morgan Stanley & Co. Incorporated, therestrictions contained in this Section 4.09 shall only apply to MSDWStrategic Investments, Inc., as currently configured, and shall not restrict orlimit the activities of any area or division of Morgan Stanley & Co.Incorporated or any of its Affiliates, other than MSDW Strategic Investments,Inc., as currently configured.

## Section 4.10.          ShortSelling.  Such Purchaser representsthat it has not entered into any Short Sales of the Units owned by it betweenthe time it first began discussions with Linn Energy or the Placement Agentsabout the transactions contemplated by this Agreement and the date hereof (itbeing understood that the entering into a total return swap that is exempt fromregistration under the Securities Act should not be considered a Short Sale ofUnits); provided,  with respect toGoldman, Sachs & Co., the restrictions contained in this Section 4.10 shallonly apply to the Goldman Sachs Principal Strategies Group, as currentlyconfigured, and shall not restrict or limit the activities of any area ordivision of Goldman, Sachs & Co. or any of its Affiliates, other thanGoldman Sachs Principal Strategies Group, as currently configured, and providedfurther that with respect to Citigroup Global Markets Inc., the restrictionscontained in this Section 4.10 shall only apply to the Citigroup EquityProprietary Investments Trading Group, as currently configured, and shall notrestrict or limit the activities of any area or division 

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## of Citigroup Global Markets Inc. or any of its Affiliates, other thanthe Citigroup Equity Proprietary Investments Trading Group, as currentlyconfigured.

# **ARTICLE V**

# **COVENANTS**

Section 5.01.               Shareholder VoteWith Respect to Conversion.

(a)           LinnEnergy shall, in accordance with applicable Law and the Limited LiabilityCompany Agreement, take all action necessary to convene a meeting of itsUnitholders to consider and vote upon the conversion of the Class D Units intoUnits as soon as practicable, but in any event not later than 120 days from theClosing Date.  Subject to fiduciaryduties under applicable Law, the Board of Directors shall, in connection withsuch meeting, recommend approval of the conversion of the Class D Units intoUnits and shall take all other lawful action to solicit the approval of theconversion of the Class D Units into Units by the Unitholders, except that LinnEnergy may, but shall not be required to, hire any proxy solicitation firm inconnection with such meeting.

(b)           If the conversion ofthe Class D Units into Units is not approved by the Unitholders at the meetingcontemplated by Section 5.01(a), upon written notice from the Purchasersholding a majority of the Class D Units, Linn Energy shall be obligated toconvene another meeting of its Unitholders on the terms set forth in Section5.01(a) (except that such meeting shall take place no later than 90 days afterthe meeting contemplated by Section 5.01(a)), and the Board of Directors shallagain be obligated to take the actions set forth in Section 5.01(a) withrespect to such meeting.  If the approvalof Linn Energy’s Unitholders is not obtained at this second meeting ofUnitholders, then Linn Energy shall be obligated to include the conversion ofClass D Units into Units as a proposal to be voted upon at no more than two (2)subsequent meetings of its Unitholders within 90 days after the precedingmeeting, and its Board of Directors shall remain obligated to take the actionsset forth in Section 5.01(a) with respect to each such meeting.

## Section 5.02.          SubsequentPublic Offerings.  Without thewritten consent of the holders of a majority of the Purchased Class D Units andthe Purchased Units, taken as a whole, from the date of this Agreement untilthe Lock-Up Date, Linn Energy shall not, and shall cause its directors,officers and Affiliates not to, grant, issue or sell any Units or Class D Unitsor other equity or voting securities of Linn Energy, any securities convertibleinto or exchangeable therefor or take any other action that may result in theissuance of any of the foregoing, other than (i) the issuance of the PurchasedClass D Units and the Purchased Units, (ii) the issuance of Awards (as definedin Linn Energy’s Long-Term Incentive Plan) or the issuance of Units upon theexercise of options to purchase Units granted pursuant to Linn Energy’sexisting (a) Long-Term Incentive Plan or (b) Memorandum of UnderstandingRegarding Compensation Arrangements for Members of its Board of Directors,(iii) the issuance or sale of up to an aggregate of 30 million Units issued orsold in a registered public offering to finance future acquisitions that areaccretive to cash flow per Unit (or the repayment of indebtedness incurred inconnection with such accretive acquisitions) at a price no less than 110% ofthe Unit Price or Class D Unit Price, as the case may be, or in a privateoffering to finance future acquisitions that are accretive to cash flow perUnit (or the repayment of indebtedness incurred in connection with 

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such accretive acquisitions) at a price no less than105% of the Unit Price or Class D Unit Price, as the case may be and (iv) theissuance of up to 30 million Units as purchase price consideration inconnection with future acquisitions that are accretive to cash flow per Unit.  Notwithstanding the foregoing, Linn Energyshall not, and shall cause its directors, officers and Affiliates not to, sell,offer for sale or solicit offers to buy any security (as defined in theSecurities Act) that would be integrated with the sale of the Purchased Class DUnits or the Purchased Units in a manner that would require the registrationunder the Securities Act of the sale of the Purchased Class D Units or thePurchased Units to the Purchasers.

## Section 5.03.          VoteFor Conversion of Class D Units.  Atany meeting (including adjournments or postponements thereof) of Linn Energy’sUnitholders held to consider approval of the conversion of the Class D Unitsinto Units (including the special meeting of Unitholders contemplated bySection 5.01), each of the Purchasers agrees to vote all of its Units, with theexception of the Purchased Units, which are not entitled to vote according tothe rules of The Nasdaq Global Market, in favor of the conversion of the ClassD Units into Units.  Notwithstanding the foregoing, withrespect to Goldman, Sachs & Co., the restrictions contained in this Section5.03 shall only apply to the Goldman Sachs Principal Strategies Group, ascurrently configured, and shall not restrict or limit the activities of anyarea or division of Goldman, Sachs & Co. or any of its Affiliates, otherthan Goldman Sachs Principal Strategies Group, as currently configured.  For the avoidance of doubt, with respect toMorgan Stanley & Co. Incorporated, the restrictions contained in thisSection 5.03 shall only apply to MSDW Strategic Investment, Inc., ascurrently configured, and shall not restrict or limit the activities of anyarea or division of Morgan Stanley & Co. Incorporated or any of itsAffiliates, other than MSDW Strategic Investment, Inc., as currentlyconfigured.

## Section 5.04.          PurchaserLock-Up.  Without the prior writtenconsent of Linn Energy, each Purchaser agrees that from and after the Closingit will not sell any of its Purchased Class D Units or Purchased Units prior tothe Lock-Up Date; *provided, however*, that eachPurchaser may: (i) enter into one or more total return swaps or similartransactions or transfer its Purchased Class D Units and Purchased Unitsto a swap counterparty at any time; or (ii) transfer its Purchased Class DUnits or Purchased Units to an Affiliate of such Purchaser or to any otherPurchaser or an Affiliate of such other Purchaser provided that such Affiliateor swap counterparty agrees to the restrictions in this Section 5.04.  Notwithstandingthe foregoing, with respect to Goldman, Sachs & Co., the restrictionscontained in this Section 5.04 shall only apply to the Goldman Sachs PrincipalStrategies Group, as currently configured, and shall not restrict or limit theactivities of any area or division of Goldman, Sachs & Co. or any of itsAffiliates, other than Goldman Sachs Principal Strategies Group, as currentlyconfigured.  For the avoidance of doubt,with respect to Morgan Stanley & Co. Incorporated, the restrictionscontained in this Section 5.04 shall only apply to MSDW StrategicInvestments, Inc., as currently configured, and shall not restrict or limit theactivities of any area or division of Morgan Stanley & Co. Incorporated orany of its Affiliates, other than MSDW Strategic Investments, Inc., as currentlyconfigured.

## Section 5.05.          Takingof Necessary Action.  Each of theParties hereto shall use its commercially reasonable efforts promptly to takeor cause to be taken all action and promptly to do or cause to be done allthings necessary, proper or advisable under applicable Law and regulations toconsummate and make effective the transactions contemplated by this Agreement. 

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## Without limiting the foregoing, Linn Energy and each Purchaser will,and Linn Energy shall cause each of its Subsidiaries to, use its commerciallyreasonable efforts to make all filings and obtain all consents of GovernmentalAuthorities that may be necessary or, in the reasonable opinion of thePurchasers or Linn Energy, as the case may be, advisable for the consummationof the transactions contemplated by this Agreement and the other BasicDocuments.

## Section 5.06.          Non-Disclosure;Interim Public Filings.  Linn Energy shall, on or before 8:30a.m., New York time, on the first Business Day following execution of thisAgreement, issue a press release acceptable to the Purchasers disclosing allmaterial terms of the transactions contemplated hereby, but excluding thematerial terms of the Basic Documents. Before 8:30 a.m., New York time, on the first Business Day following theClosing Date, Linn Energy shall file a Current Report on Form 8-K with theCommission (the “8-K Filing”) describing the terms of the transactionscontemplated by this Agreement and the other Basic Documents and including asexhibits to such 8-K Filing this Agreement and the other Basic Documents, inthe form required by the Exchange Act. Thereafter, Linn Energy shall timely file any filings and noticesrequired by the Commission or applicable Law with respect to the transactions contemplatedhereby and provide copies thereof to the Purchasers promptly after filing.  Except with respect to the 8-K Filing and thepress release referenced above (a copy of which will be provided to thePurchasers for their review as early as practicable prior to its filing), LinnEnergy shall, at least two (2) Business Days prior to the filing ordissemination of any disclosure required by this Section 5.06, provide a copythereof to the Purchasers for their review. Linn Energy and the Purchasers shall consult with each other in issuingany press releases or otherwise making public statements or filings and othercommunications with the Commission or any regulatory agency or The NasdaqGlobal Market (or other exchange on which securities of Linn Energy are listedor traded) with respect to the transactions contemplated hereby, and neitherParty shall issue any such press release or otherwise make any such publicstatement, filing or other communication without the prior consent of theother, except if such disclosure is required by Law, in which case thedisclosing Party shall promptly provide the other Party with prior notice ofsuch public statement, filing or other communication.  Notwithstanding the foregoing, Linn Energyshall not publicly disclose the name of any Purchaser, or include the name ofany Purchaser in any press release, without the prior written consent of suchPurchaser except to the extent the names of the Purchasers are included in thisAgreement as filed as an exhibit to the 8-K Filing and the press releasereferred to in the first sentence above. Linn Energy shall not, and shall cause each of its respectiveRepresentatives not to, provide any Purchaser with any material non-publicinformation regarding Linn Energy from and after the issuance of theabove-referenced press release without the express written consent of suchPurchaser.

## Section 5.07.          Useof Proceeds.  Linn Energy shall usethe collective proceeds from the sale of the Purchased Class D Units and thePurchased Units to partially finance the Dominion Acquisition.

## Section 5.08.          ClassD Amendment.  Linn Energy shall causethe Class D Amendment to be adopted immediately prior to the issuance and saleof the Class D Units contemplated by this Agreement.

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## Section 5.09.          Tax Information. Linn Energy shall cooperate with the Purchasers and provide thePurchasers with any reasonably requested tax information related to theirownership of the Purchased Units and the Purchased Class D Units.

## Section 5.10.          ShortSelling Acknowledgement and Agreement. Each Purchaser understands and acknowledges, severally and not jointlywith any other Purchaser, that the Commission currently takes the position thatcoverage of short sales of securities “against the box” prior to the effectivedate of a registration statement is a violation of Section 5 of the SecuritiesAct.  Each Purchaser agrees, severallyand not jointly, that it will not engage in any Short Sales that result in thedisposition of the Units acquired hereunder by the Purchaser until such time asthe Registration Statement (as defined in the Registration Rights Agreement) isdeclared effective (it being understood that the entering into of a totalreturn swap that is exempt from registration under the Securities Act shouldnot be considered a Short Sale of Units). No Purchaser makes any representation, warranty or covenant hereby thatit will not engage in Short Sales in the securities of Linn Energy otherwiseowned by such Purchaser or borrowed from a broker after the date the pressrelease contemplated by this Agreement is issued by Linn Energy; provided, withrespect to Goldman, Sachs & Co., the restrictions contained in this Section5.10 shall only apply to the Goldman Sachs Principal Strategies Group, ascurrently configured, and shall not restrict or limit the activities of anyarea or division of Goldman, Sachs & Co. or any of its Affiliates, otherthan Goldman Sachs Principal Strategies Group, as currently configured.

# **ARTICLE VI**

# **CLOSINGCONDITIONS**

## Section 6.01.               Conditionsto the Closing.

### (a)           MutualConditions.  The respectiveobligation of each Party to consummate the purchase and issuance and sale ofthe Purchased Units and the Purchased Class D Units shall be subject to thesatisfaction on or prior to the Closing Date of each of the followingconditions (any or all of which may be waived by a particular Party on behalfof itself in writing, in whole or in part, to the extent permitted byapplicable Law):

#### (i)            noLaw shall have been enacted or promulgated, and no action shall have beentaken, by any Governmental Authority of competent jurisdiction whichtemporarily, preliminarily or permanently restrains, precludes, enjoins orotherwise prohibits the consummation of the transactions contemplated by thisAgreement or makes the transactions contemplated by this Agreement illegal;

#### (ii)           thereshall not be pending any Action by any Governmental Authority seeking torestrain, preclude, enjoin or prohibit the transactions contemplated by thisAgreement; and

#### (iii)          LinnEnergy shall have consummated the Dominion Acquisition substantially on theterms set forth or contemplated in the Dominion Acquisition Agreement executedon the date hereof.

### (b)           EachPurchaser’s Conditions.  Therespective obligation of each Purchaser to consummate the purchase of itsPurchased Units and Purchased Class D Units shall be subject 

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### to the satisfaction on or prior to the Closing Date of each of thefollowing conditions (any or all of which may be waived by a particularPurchaser on behalf of itself in writing, in whole or in part, to the extentpermitted by applicable Law):

#### (i)            LinnEnergy shall have performed and complied with the covenants and agreementscontained in this Agreement in all material respects that are required to beperformed and complied with by Linn Energy on or prior to the Closing Date;

#### (ii)           therepresentations and warranties of Linn Energy contained in this Agreement thatare qualified by materiality or Linn Energy Material Adverse Effect shall betrue and correct when made and as of the Closing Date and all otherrepresentations and warranties shall be true and correct in all materialrespects when made and as of the Closing Date, in each case as though made atand as of the Closing Date (except that representations made as of a specificdate shall be required to be true and correct as of such date only);

#### (iii)          sincethe date of this Agreement, no Linn Energy Material Adverse Effect shall haveoccurred and be continuing;

#### (iv)          LinnEnergy shall have adopted the Class D Amendment in all material respects in theform attached as Exhibit A to this Agreement;

#### (v)           LinnEnergy shall have submitted to The Nasdaq Global Market a Notification Form:Listing of Additional Units with respect to the Purchased Units and the Unitsunderlying the Purchased Class D Units and no notice of delisting from The NasdaqGlobal Market shall have been received by Linn Energy with respect to theUnits;

#### (vi)          LinnEnergy shall have delivered, or caused to be delivered, to the Purchasers atthe Closing, Linn Energy’s closing deliveries described in Section 6.02 of thisAgreement;

#### (vii)         theUnitholder Voting Agreement shall be in full force and effect; and

#### (viii)        aminimum of $850 million has been delivered to the Escrow Account (as such termis defined in the Escrow Agreement) by the Purchasers and not withdrawn and atleast such minimum amount has been released to Linn Energy from the EscrowAccount on the Closing Date.

### (c)           LinnEnergy’s Conditions.  The obligationof Linn Energy to consummate the sale of the Purchased Units to each of thePurchasers shall be subject to the satisfaction on or prior to the Closing Dateof the following conditions with respect to each Purchaser individually and notthe Purchasers jointly (which may be waived by Linn Energy in writing, in wholeor in part, to the extent permitted by applicable Law):

#### (i)            eachPurchaser shall have performed and complied with the covenants and agreementscontained in this Agreement in all material respects that are required to beperformed and complied with by that Purchaser on or prior to the Closing Date;

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#### (ii)           thefunds escrowed pursuant to the Escrow Agreement shall have been released toLinn Energy;

#### (iii)          therepresentations and warranties of each Purchaser contained in this Agreementthat are qualified by materiality or Purchaser Material Adverse Effect shall betrue and correct when made and as of the Closing Date and all otherrepresentations and warranties shall be true and correct in all materialrespects when made and as of the Closing Date, in each case as though made atand as of the Closing Date (except that representations made as of a specificdate shall be required to be true and correct as of such date only);

#### (iv)          sincethe date of this Agreement, no Purchaser Material Adverse Effect shall haveoccurred and be continuing; and

#### (v)           eachPurchaser shall have delivered, or caused to be delivered, to Linn Energy atthe Closing, such Purchaser’s closing deliveries described in Section 6.03 ofthis Agreement.

## Section 6.02.               LinnEnergy Deliveries.  At the Closing,subject to the terms and conditions of this Agreement, Linn Energy willdeliver, or cause to be delivered, to each Purchaser:

### (a)           thePurchased Units and the Purchased Class D Units by delivering certificates(bearing the legend set forth in Section 4.08) evidencing such Purchased Unitsand such Purchased Class D Units at the Closing, all free and clear of anyLiens, encumbrances or interests of any other party;

### (b)           theOfficer’s Certificate substantially in the form attached to this Agreement as ExhibitE;

### (c)           opinionsaddressed to the Purchasers from outside legal counsel to Linn Energy and fromthe General Counsel of Linn Energy, each dated the Closing Date, substantiallysimilar in substance to the form of opinions attached to this Agreement as ExhibitB;

### (d)           theRegistration Rights Agreement in substantially the form attached to thisAgreement as Exhibit C, which shall have been duly executed by LinnEnergy;

### (e)           acertificate of the Secretary of Linn Energy dated as of the Closing Datesubstantially in the form attached to this Agreement as Exhibit G;

### (f)            acertificate dated as of a recent date of the Secretary of State of the State ofDelaware with respect to the due organization and good standing in the State ofDelaware of Linn Energy; and

### (g)           areceipt, dated the Closing Date, executed by Linn Energy and delivered to eachPurchaser certifying that Linn Energy has received the Purchase Price withrespect to the Purchased Class D Units and the Purchased Units issued and soldto all Purchasers.

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## Section 6.03.               PurchaserDeliveries.  At the Closing, subjectto the terms and conditions of this Agreement, each Purchaser will deliver, orcause to be delivered, to Linn Energy:

### (a)           noticeto the Escrow Agent instructing the Escrow Agent to release the funds escrowedpursuant to the Escrow Agreement in respect of such Purchaser to Linn Energy;

### (b)           theRegistration Rights Agreement in substantially the form attached to thisAgreement as Exhibit C, which shall have been duly executed by suchPurchaser; and

### (c)           anOfficer’s Certificate substantially in the form attached to this Agreement as ExhibitF.

# **ARTICLE VII**

# **INDEMNIFICATION,COSTS AND EXPENSES**

## Section 7.01.               Indemnificationby Linn Energy.  Linn Energy agreesto indemnify each Purchaser and its Representatives (collectively, “PurchaserRelated Parties”) from, and hold each of them harmless against, any and allactions, suits, proceedings (including any investigations, litigation orinquiries), demands and causes of action, and, in connection therewith, andpromptly upon demand, pay and reimburse each of them for all costs, losses,liabilities, damages or expenses of any kind or nature whatsoever, includingthe reasonable fees and disbursements of counsel and all other reasonableexpenses incurred in connection with investigating, defending or preparing todefend any such matter that may be incurred by them or asserted against orinvolve any of them as a result of, arising out of or in any way related to (i)any actual or proposed use by Linn Energy of the proceeds of any sale of thePurchased Class D Units or the Purchased Units or (ii) the breach of any of therepresentations, warranties or covenants of Linn Energy contained herein;provided that such claim for indemnification relating to a breach of arepresentation or warranty is made prior to the expiration of suchrepresentation or warranty.

## Section 7.02.               Indemnificationby Purchasers.  Each Purchaseragrees, severally and not jointly, to indemnify Linn Energy and itsRepresentatives (collectively, “Linn Energy Related Parties”) from, andhold each of them harmless against, any and all actions, suits, proceedings(including any investigations, litigation or inquiries), demands and causes ofaction, and, in connection therewith, and promptly upon demand, pay andreimburse each of them for all costs, losses, liabilities, damages or expensesof any kind or nature whatsoever, including the reasonable fees anddisbursements of counsel and all other reasonable expenses incurred inconnection with investigating, defending or preparing to defend any such matterthat may be incurred by them or asserted against or involve any of them as aresult of, arising out of or in any way related to the breach of any of thecovenants of such Purchaser contained herein.

## Section 7.03.               IndemnificationProcedure.  Promptly after any LinnEnergy Related Party or Purchaser Related Party (hereinafter, the “IndemnifiedParty”) has received notice of any indemnifiable claim hereunder, or thecommencement of any action or proceeding by a third party, which theIndemnified Party believes in good faith is an indemnifiable claim under thisAgreement, the Indemnified Party shall give the indemnitor hereunder (the “IndemnifyingParty”) written notice of such claim or the commencement of such action orproceeding, but failure to so notify the Indemnifying Party will not relievethe Indemnifying Party from any 

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## liability it may have to such Indemnified Party hereunder except to theextent that the Indemnifying Party is materially prejudiced by suchfailure.  Such notice shall state thenature and the basis of such claim to the extent then known.  The Indemnifying Party shall have the rightto defend and settle, at its own expense and by its own counsel who shall bereasonably acceptable to the Indemnified Party, any such matter as long as theIndemnifying Party pursues the same diligently and in good faith.  If the Indemnifying Party undertakes todefend or settle, it shall promptly notify the Indemnified Party of itsintention to do so, and the Indemnified Party shall cooperate with theIndemnifying Party and its counsel in all commercially reasonable respects inthe defense thereof and the settlement thereof. Such cooperation shall include furnishing the Indemnifying Party withany books, records and other information reasonably requested by theIndemnifying Party and in the Indemnified Party’s possession or control.  Such cooperation of the Indemnified Partyshall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Party of itsintention to undertake to defend or settle any such asserted liability, and forso long as the Indemnifying Party diligently pursues such defense, theIndemnifying Party shall not be liable for any additional legal expensesincurred by the Indemnified Party in connection with any defense or settlementof such asserted liability; *provided*,*however*, that the IndemnifiedParty shall be entitled (i) at its expense, to participate in the defense ofsuch asserted liability and the negotiations of the settlement thereof and (ii)if (A) the Indemnifying Party has failed to assume the defense or employcounsel reasonably acceptable to the Indemnified Party or (B) if the defendantsin any such action include both the Indemnified Party and the IndemnifyingParty and counsel to the Indemnified Party shall have concluded that there maybe reasonable defenses available to the Indemnified Party that are differentfrom or in addition to those available to the Indemnifying Party or if theinterests of the Indemnified Party reasonably may be deemed to conflict withthe interests of the Indemnifying Party, then the Indemnified Party shall havethe right to select a separate counsel and to assume such legal defense andotherwise to participate in the defense of such action, with the expenses and feesof such separate counsel and other expenses related to such participation to bereimbursed by the Indemnifying Party as incurred.  Notwithstanding any other provision of thisAgreement, the Indemnifying Party shall not settle any indemnified claim withoutthe consent of the Indemnified Party, unless the settlement thereof imposes noliability or obligation on, involves no admission of wrongdoing or malfeasanceby, and includes a complete release from liability of, the Indemnified Party.

# **ARTICLE VIII**

# **MISCELLANEOUS**

## Section 8.01.               Interpretation.  Article, Section, Schedule and Exhibitreferences are to this Agreement, unless otherwise specified.  All references to instruments, documents,contracts and agreements are references to such instruments, documents,contracts and agreements as the same may be amended, supplemented and otherwisemodified from time to time, unless otherwise specified.  The word “including” shall mean “includingbut not limited to”.  Whenever LinnEnergy has an obligation under the Basic Documents, the expense of complyingwith such obligation shall be an expense of Linn Energy unless otherwisespecified.  Whenever any determination,consent or approval is to be made or given by a Purchaser under this Agreement,such action shall be in such Purchaser’s sole discretion unless otherwisespecified.  If any provision in the BasicDocuments is held to be illegal, invalid, not binding or unenforceable, suchprovision shall be fully severable and the Basic Documents shall be construedand enforced 

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## as if such illegal, invalid, not binding or unenforceable provision hadnever comprised a part of the Basic Documents, and the remaining provisionsshall remain in full force and effect. The Basic Documents have been reviewed and negotiated by sophisticatedparties with access to legal counsel and shall not be construed against thedrafter.

## Section 8.02.               Survivalof Provisions.  The representationsand warranties set forth in this Agreement shall survive the execution anddelivery of this Agreement indefinitely. The covenants made in this Agreement or any other Basic Document shallsurvive the closing of the transactions described herein and remain operativeand in full force and effect regardless of acceptance of any of the PurchasedClass D Units or the Purchased Units and payment therefor and repayment,conversion, exercise or repurchase thereof. All indemnification obligations of Linn Energy and the Purchaserspursuant to Section 3.12, Section 4.07 and Article VII of this Agreement shallremain operative and in full force and effect unless such obligations areexpressly terminated in a writing by the Parties referencing the particularArticle or Section, regardless of any purported general termination of thisAgreement.

## Section 8.03.               NoWaiver; Modifications in Writing.

### (a)           Delay.  No failure or delay on the part of any Partyin exercising any right, power or remedy hereunder shall operate as a waiverthereof, nor shall any single or partial exercise of any such right, power orremedy preclude any other or further exercise thereof or the exercise of anyright, power or remedy.  The remediesprovided for herein are cumulative and are not exclusive of any remedies thatmay be available to a Party at Law or in equity or otherwise.

### (b)           SpecificWaiver.  Except as otherwise providedin this Agreement or the Registration Rights Agreement, no amendment, waiver,consent, modification or termination of any provision of this Agreement or anyother Basic Document shall be effective unless signed by each of the Parties oreach of the original signatories thereto affected by such amendment, waiver,consent, modification or termination. Any amendment, supplement or modification of or to any provision of thisAgreement or any other Basic Document, any waiver of any provision of thisAgreement or any other Basic Document and any consent to any departure by LinnEnergy from the terms of any provision of this Agreement or any other BasicDocument shall be effective only in the specific instance and for the specificpurpose for which made or given.  Exceptwhere notice is specifically required by this Agreement, no notice to or demandon any Party in any case shall entitle any Party to any other or further noticeor demand in similar or other circumstances.

## Section 8.04.               BindingEffect; Assignment.

### (a)           BindingEffect.  This Agreement shall bebinding upon Linn Energy, each Purchaser, and their respective successors andpermitted assigns.  Except as expresslyprovided in this Agreement, this Agreement shall not be construed so as toconfer any right or benefit upon any Person other than the Parties to thisAgreement and as provided in Article VII, and their respective successors andpermitted assigns.

### (b)           Assignmentof Purchased Class D Units and Purchased Units.  All or any portion of a Purchaser’s PurchasedClass D Units or Purchased Units purchased pursuant to this 

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### Agreement may be sold, assigned or pledged by such Purchaser, subjectto compliance with applicable securities Laws, Section 5.04 of this Agreement,and the Registration Rights Agreement.

### (c)           Assignmentof Rights.  Each Purchaser may assignall or any portion of its rights and obligations under this Agreement withoutthe consent of Linn Energy (i) to any Affiliate of such Purchaser or (ii) inconnection with entering into a total return swap or transferring its PurchasedClass D Units and the Purchased Units to a swap counterparty, and in eachcase the assignee shall be deemed to be a Purchaser hereunder with respect tosuch assigned rights or obligations and shall agree to be bound by theprovisions of this Agreement.  Except asexpressly permitted by this Section 8.04(c), such rights and obligations maynot otherwise be transferred except with the prior written consent of LinnEnergy (which consent shall not be unreasonably withheld), in which case theassignee shall be deemed to be a Purchaser hereunder with respect to suchassigned rights or obligations and shall agree to be bound by the provisions ofthis Agreement.

## Section 8.05.               Aggregationof Purchased Class D Units and Purchased Units.  All Purchased Class D Units and PurchasedUnits held or acquired by Persons who are Affiliates of one another shall beaggregated together for the purpose of determining the availability of anyrights under this Agreement.

## Section 8.06.               Confidentialityand Non-Disclosure.  Notwithstandinganything herein to the contrary, each Purchaser that has executed aconfidentiality agreement in favor of Linn Energy shall continue to be bound bysuch confidentiality agreement in accordance with the terms thereof until LinnEnergy discloses on Form 8-K with the Commission the transactions contemplatedhereby.

## Section 8.07.               Communications.  All notices and demands provided forhereunder shall be in writing and shall be given by regular mail, registered orcertified mail, return receipt requested, facsimile, air courier guaranteeingovernight delivery, electronic mail or personal delivery to the followingaddresses:

### (a)   If to Structured FinanceAmericas LLC:

Structured FinanceAmericas, LLCc/o Deutsche Bank Securities Inc.60 Wall Street, 4th FloorNew York, New York 10005Attention: Sunil HarianiTelephone: (212) 250-6340Facsimile: (212) 797-9358Email: equitynotice@list.db.com

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with a copy to:

Structured FinanceAmericas, LLCc/o Deutsche Bank Securities Inc.60 Wall Street, 13th FloorNew York, New York 10005Attention: Elia KourtesiadouFacsimile: (732) 578-3927

### (b)   If to Royal Bank of Canada byits agent RBC Capital Markets Corporation:

Royal Bank of Canada byits agent RBC Capital Markets Corporation1 Liberty Plaza, 2nd FloorNew York, New York 10006Attention: Joe Muskatel

### (c)   If to Credit Suisse ManagementLLC:

Credit Suisse ManagementLLC1 Madison AvenueNew York, New York 10010Attention:  Jerrold GordonTelephone: (212) 538-6320Facsimile:  (212) 538-4095Email:  jerrold.gordon@credit-suisse.com

### (d)   If to MLP Investment Holdings,Inc.:

MLP Investment Holdings,Inc.c/o Bear Stearns & Co., Inc.383 Madison AvenueNew York, New York 10179Attention:  Jeremy Hill and PatrickDempseyTelephone:  (212) 272-8279Facsimile:  (212) 272-4022

### (e)   If to AT MLP Fund, LLP:

Atlantic Trust1700 Lincoln, Suite 2550Denver, Colorado 80203Attention:  Paul McPheetersTelephone:  (720) 221-5052

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### (f)    If to Citigroup FinancialProducts Inc.:

Citigroup FinancialProducts Inc.390 Greenwich StreetNew York, New York 10013Attention:  Brendan O’DeaTelephone:  (212) 723-5336Email:  brendan.odea@citi.com

### (g)   If to Energy Income and GrowthFund, Fiduciary/Claymore MLP Opportunity Fund or MLP & Strategic EquityFund Inc.:

c/o Fiduciary AssetManagement8112 Maryland Avenue, Suite 400St. Louis, Missouri 63105Attention: Jim CunnaneFacsimile: (314) 863-4360

### (h)   If to Fir Tree Value MasterFund, LP or Fir Tree Recovery Master Fund LP:

Fir Tree, Inc.505 Fifth Avenue, 23rd FloorNew York, New York 10017Attention:  Brian MeyerFacsimile:  (212) 599-1330

### (i)    If to Strome MLP Fund, LP:

Strome MLP Fund, LPc/o Strome Group100 Wilshire Boulevary, Suite 1750Santa Monica, California 90401Attention:  Casey Borman

### (j)    If to UBS AG London Branch:

UBS AG London Branch1285 Avenue of the AmericasNew York, New York 10019Attention:  Chris Coward

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### (k)   If to ZLP Fund, L.P.:

ZLP Fund, L.P.Harborside Financial CenterPlaza 10, Suite 301Jersey City, New Jersey 07311Attention:  Daniel M. LynchTelephone:  (212) 440-0741Facsimile:  (201) 716-1425Email:  lynch@zimmerlucas.com

### (l)    If to Omega Advisors, Inc. orLeon G. Cooperman

Omega Advisors, Inc.88 Pine Street, 31st FloorNew York, New York 10005Attention:  Denis WongTelephone:  (212) 495-7067Fascimile:  (212) 747-6250Email:  dwong@omega-advisors.com

### (m)  If to Perry Partners LP:

Perry Capital747 Fifth Avenue, 19th FloorNew York, New York 10153Attention:  Mike Neus or Parsa Kiai

### (n)   If to Third Point PartnersQualified L.P. or Third Point Partners L.P.

Third Point LLC390 Park AvenueNew York, New York 10022Attention:  Robert TaylorTelephone: (212) 224-7409

### (o)   If to Goldman, Sachs & Co.,on behalf of its Principal Strategies Group:

Goldman Sachs PrincipalStrategies Groupc/o Goldman, Sachs & Co.1 New York Plaza, 47th FloorNew York, New York 10004Attention:  Gaurav Bhandari or SabrinaLiakFacsimile:  (212) 256-4756 or (212)256-4869

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with a copy to:

Fried, Frank, Harris,Shriver & Jacobson LLPOne New York PlazaNew York, New York 10004Attention:  Steven J. Steinman, Esq.Facsimile:  (212) 859-4000

### (p)   If to Jennison Utility Fund andJennison Equity Income Fund:

Jennison Associates LLC466 Lexington AvenueNew York, New York 10017Attention:  Shaun Hong and Ubong U.Edemeka, Managing DirectorsFacsimile:  (212) 682-0149Email:  shong&jennison.com;bedemeka@jennison.com

with a copy to:

Attention:  Maya Teufel, Legal DepartmentFacsimile:  (212) 682-9831Email:  mteufel@jennison.com

and:

Attention:  Michael Ryan, Client AccountingFacsimile:  (212) 949-9753Email:  mryan@jennison.com

### (q)   If to Lehman Brothers MLPOpportunity Fund, Lehman Brothers MLP Partners, L.P., Lehman BrothersCo-Investment Partners, L.P. or LB1 Group Inc.:

Lehman Brothers MLPPartners, L.P.399 Park Avenue, 9th FloorNew York, New York 10022Attention:  Kyri Loupis

### (r)    If to New Mountain Vantage,L.P., New Mountain Vantage (California), L.P., New Mountain Vantage (Texas),L.P. or New Mountain Vantage HoldCo Ltd.:

c/o New Mountain Capital,L.L.C.787 Seventh Avenue, 49th FloorNew York, New York 10019Attention:  David DiDomenicoTelephone:  (212) 720-0357Facsimile:  (212) 582-2277Email: ddidomenico@newmountaincapital.com

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witha copy to (which shall not constitute notice hereunder):

Fried, Frank, Harris,Shriver & Jacobson LLPOne New York PlazaNew York, New York 10004Attention:  Jeffrey BagnerTelephone:  (212) 859-8000Facsimile:  (212)-859-4000Email:  jeffrey.bagner@friedfrank.com

### (s)   If to MSDW StrategicInvestments, Inc.:

MSDW Strategic Investments,Inc.1585 Broadway, 5th FloorNew York, New York 10036Attention:  Todd BoschTelephone:  (212) 761-5438Facsimile:  (212) 507-4888

with a copy to:

Morgan Stanley Legal andCompliance Division1221 Avenue of the Americas, 40th FloorNew York, New York 10020Attention:  Anthony Cicia or AmandaBixlerTelephone:  (212) 762-4828 or (212)762-4707Facsimile:  (212) 507-4338 or (646)290-2603

### (t)    If to Gerald Smith:

Nancy A. CookeP.O. Box 131405Houston, Texas 77219Telephone:  (713) 621-9444Email:  nancyacooke@aol.com

### (u)   If to Northwestern Mutual LifeInsurance Company:

Northwestern Mutual720 East Wisconsin AvenueMilwaukee, Wisconsin 53202Attention:  Anne T. BrowerTelephone:  (414) 665-4520Facsimile:  (414) 625-4520Email:  annebrower@northwesternmutual.com

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### (v)   If to Ore Hill Hub Fund Ltd.:

Ore Hill Partners LLC650 Fifth Avenue, 9th FloorNew York, New York 10019Attention:  Caroline RothschildTelephone:  (212) 389-2342Facsimile:  (212) 214-0799Email:  crothschild@orehill.com

### (w)  If to Meritage Fund Ltd. orMeritage Investors LLC:

Renaissance TechnologiesCorp.Meritage Funds800 Third Avenue, 34th FloorNew York, New York 10022Attention:  Mark MindichTelephone:  (212) 821-1533Facsimile:  (212) 759-1081Email:  mmindich@rentec.com

### (x)    Ifto Standard General Master Fund L.P.:

Standard General LP650 Madison Avenue, 25th FloorNew York, New York 10022Attention:  Nicolas J. SingerTelephone:  (212) 610-9179Facsimile:  (212) 610-9171Email:  nsinger@stdgen.com

### (y)   If to Greg D. Kerly:

2350 North Sam HoustonParkway East, Suite 125Houston, Texas 77032Attention:  Greg D. KerlyTelephone:  (281) 618-4803Email:  greg_kerly@swn.com

### (z)    Ifto Capital Management LLC:

Capital Management LLC45 Rockefeller PlazaNew York, New York 10111Attention:  Rich Levy

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### (aa)If to GPS Partners LLC:

GPS Partners LLCDel Mar Onshore Partners LPc/o GPS Partners100 Wilshire Boulevard, Suite 900Santa Monica, California 90401Attention:  Jeff FarronTelephone:  (310) 496-5365Facsimile:  (310) 496-5399Email:  farron@gpsfund.com

### (bb)If to Hartz Capital MLP, LLC andHartz Fund Advisors LLC:

Hartz Capital MLP LLC400 Plaza DriveSecaucus, New Jersey 07094Attention:  Noah B. LernerTelephone:  (201) 272-6004Facsimile:  (201) 866-6387Email:  noah.lerner@hartzmountain.com

### (cc)If to Farrington Capital, LP:

Tiber Capital Corporation– An LS Power Group Company1700 Broadway, 35th FloorNew York, New York 10019Attention:  Eric DieckmanTelephone:  (212) 287-0556Facsimile:  (212) 615-3440Email:  edieckman@lspower.com

### (dd)If to Dresdner Bank Ag.:

Dresdner Bank Ag.1301 Avenue of the AmericasNew York, New York 10019-6163Attention:  Liz Mendoza, 10th FloorTelephone:  (212) 895-6565

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### (ee)If to RCH Energy MLP Fund, L.P.,RCH Energy MLP Fund A, L.P. or RCH Energy Opportunity Fund I, L.P.:

RCH Energy MLP Fund, L.P.RCH Energy MLP Fund A, L.P.RCH Energy Opportunity Fund I, L.P.200 Crescent Court, Suite 1060Dallas, Texas 75201Attention:  Robert RaymondTelephone:  (214) 871-8680Facsimile:  (214) 871-8683Email: rraymond@rchenergy.com

### (ff)   If to Reservoir Master Fund,L.P.:

Reservoir Master Fund,L.P.c/o Reservoir Capital Group650 Madison Avenue, 26th FloorNew York, New York 10022Attention:  Craig Huff / Adeel QalbaniTelephone:  (212) 610-9010 / 9082

### (gg)If to D.E. Shaw SynopticPortfolios 5, L.L.C.:

D.E. Shaw & Co.120 West 45th StreetNew York, New York 10036Attention:  Shi NismanTelephone:  (212) 478-0836Facsimile:  (212) 845-1836

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### (hh)If to Linn Energy:

Linn Energy, LLC600 Travis, Suite 7000Houston, Texas 77002Attention: Kolja RockovFacsimile: (281) 840-4100Email: kr@linnenergy.com

with a copy to:

Vinson & ElkinsL.L.P.2500 First City Tower1001 Fannin Street, Suite 2500Houston, Texas 77002Attention: Jeffery K. Malonson, Esq.Facsimile: (713) 615-5627 Email: jmalonson@velaw.com

or to such other address as Linn Energy or such Purchaser may designatein writing.  All notices andcommunications shall be deemed to have been duly given: at the time deliveredby hand, if personally delivered; upon actual receipt if sent by registered orcertified mail, return receipt requested, or regular mail, if mailed; whenreceipt acknowledged, if sent via facsimile; and upon actual receipt whendelivered to an air courier guaranteeing overnight delivery or via electronicmail.

## Section 8.08.               Removal ofLegend.  Linn Energy shall remove thelegend described in Section 4.08 from the certificates evidencing the PurchasedClass D Units or the Purchased Units and the certificates evidencing the Unitsissuable upon the conversion of the Purchased Class D Units at the request of aPurchaser submitting to Linn Energy such certificates, together with such otherdocumentation as may be reasonably requested by Linn Energy or required by itstransfer agent, unless Linn Energy, with the advice of counsel, reasonablydetermines that such removal is inappropriate; provided that no opinion ofcounsel shall be required in the event a Purchaser is effecting a sale of suchPurchased Class D Units or Purchased Units pursuant to Rule 144 under theSecurities Act or an effective registration statement.  Linn Energy shall cooperate with suchPurchaser to effect removal of such legend. Subject to 4.6(c) and Section5.10(f) of the Limited Liability Company Agreement, the legend described inSection 4.08 shall be removed and Linn Energy shall issue a certificate withoutsuch legend to the holder of Purchased Class D Units or Purchased Units uponwhich it is stamped, if, unless otherwise required by state securities Laws,(i) such Purchased Class D Units or Purchased Units are sold pursuant to aneffective Registration Statement, (ii) in connection with a sale, assignment orother transfer, such holder provides Linn Energy with an opinion of a law firmreasonably acceptable to Linn Energy (with any law firm set forth under Section8.07 being deemed acceptable), in a generally acceptable form, to the effectthat such sale, assignment or transfer of such Purchased Class D Units orPurchased Units may be made without registration under the applicablerequirements of the Securities Act, or (iii) such holder provides Linn Energywith reasonable assurance that such Purchased Class D Units or Purchased Unitscan be sold, assigned 

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## or transferred pursuant to Rule144 or Rule 144A under the Securities Act. If Linn Energy shall fail for any reason or for no reason to issue tothe holder of such Purchased Class D Units or Purchased Units within threetrading days after the occurrence of any of clause (i), clause (ii) or clause(iii) above a certificate without such legend to the holder or if Linn Energyfails to deliver unlegended Purchased Class D Units or Purchased Units withinthree trading days of the Purchaser’s election to receive such unlegendedPurchased Class D Units or Purchased Units pursuant to clause (y) below, and ifon or after such trading day the holder purchases (in an open markettransaction or otherwise) Class D Units or Units to deliver in satisfaction ofa sale by the holder of such Purchased Class D Units or Purchased Units thatthe holder anticipated receiving without legend from Linn Energy (a “Buy-In”),then Linn Energy shall, within three (3) Business Days after the holder’srequest and in the holder’s discretion, either (x) pay cash to the holder in anamount equal to the holder’s total purchase price (including brokeragecommissions, if any) for the Class D Units or Units so purchased (the “Buy-InPrice”), at which point Linn Energy’s obligation to deliver such unlegendedPurchased Class D Units or Purchased Units shall terminate, or (y) promptlyhonor its obligation to deliver to the holder such unlegended Purchased Class DUnits or Purchased Units as provided above and pay cash to the holder in anamount equal to the excess (if any) of the Buy-In Price over the product of (A)such number of Class D Units or Units times (B) the closing bid price on thedate of exercise.

## Section 8.09.               EntireAgreement.  This Agreement and theother Basic Documents are intended by the Parties as a final expression oftheir agreement and intended to be a complete and exclusive statement of theagreement and understanding of the Parties hereto and thereto in respect of thesubject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, otherthan those set forth or referred to herein or therein with respect to therights granted by Linn Energy or a Purchaser set forth herein or therein.  This Agreement and the other Basic Documents supersedeall prior agreements and understandings between the Parties with respect tosuch subject matter.

## Section 8.10.               GoverningLaw.  This Agreement will beconstrued in accordance with and governed by the Laws of the State of Delawarewithout regard to principles of conflicts of Laws.

## Section 8.11.               Executionin Counterparts.  This Agreement maybe executed in any number of counterparts and by different Parties hereto inseparate counterparts, each of which counterparts, when so executed anddelivered, shall be deemed to be an original and all of which counterparts,taken together, shall constitute but one and the same Agreement.

## Section 8.12.               Termination.

### (a)           Notwithstandinganything herein to the contrary, this Agreement may be terminated on or anytime prior to the Closing:

#### (i)            bythe mutual written consent of the Purchasers entitled to purchase a majority ofthe Purchased Units based on their Commitment Amounts and Linn Energy; or

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#### (ii)           bythe written consent of the Purchasers entitled to purchase a majority of thePurchased Units based on their Commitment Amounts or by Linn Energy, (i) if anyrepresentation or warranty of the other Party set forth in this Agreement shallbe untrue in any material respect when made, or (ii) upon a breach in anymaterial respect of any covenant or agreement on the part of the other setforth in this Agreement (either (i) or (ii) above being a “TerminatingBreach”); *provided, that*, each TerminatingBreach would cause the conditions to the non-terminating Party’s obligationsnot to be satisfied and such Terminating Breach is not cured within 20 daysafter written notice from the non-breaching Party.

### (b)           Notwithstandinganything herein to the contrary, this Agreement shall automatically terminateon or any time prior to the Closing:

#### (i)            ifthe Closing shall not have occurred on or before December 1, 2007;

#### (ii)           ifless than $850 million is received by Linn Energy from the Purchasers on theClosing Date;

#### (iii)          ifthe Dominion Acquisition Agreement shall have been terminated pursuant to itsterms; or

#### (iv)          ifa Law shall have been enacted or promulgated, or if any Action shall have beentaken by any Governmental Authority of competent jurisdiction which permanentlyrestrains, precludes, enjoins or otherwise prohibits the consummation of thetransactions contemplated by this Agreement or makes the transactionscontemplated by this Agreement illegal.

### (c)           Inthe event of the termination of this Agreement as provided inSection 8.12(a) or Section 8.12(b), this Agreement shall forthwith becomenull and void.  In the event of suchtermination, there shall be no liability on the part of any Party hereto,except as set forth in Article VII of this Agreement and Section 8.12(d) ofthis Agreement and except with respect to the requirement to comply with anyconfidentiality agreement in favor of Linn Energy; provided that nothing hereinshall relieve any Party from any liability or obligation with respect to anywillful breach of this Agreement.

### (d)           Inthe event of the termination of this Agreement as provided inSection 8.12(b)(i), and if a Purchaser is not in breach or default in anymaterial respect under any of the terms of this Agreement, then Linn Energyshall pay to such Purchaser a fee equal to 0.10% of the aggregate purchaseprice for the Purchased Units that such Purchaser is committed to purchasepursuant to this Agreement.

## Section 8.13.               Expenses.  Linn Energy hereby covenants and agrees toreimburse Pillsbury Winthrop Shaw Pittman LLP for reasonable and documentedcosts and expenses (including legal fees) incurred in connection with thenegotiation, execution, delivery and performance of the Basic Documents and thetransactions contemplated hereby and thereby, provided that such costs andexpenses do not exceed $75,000 and that any request for such expensereimbursement be accompanied by a detailed invoice for such amount.  If any action at law or equity is necessaryto enforce or interpret the terms of the Basic Documents, the 

37

----

## prevailing Party shall be entitled to reasonable attorney’s fees, costsand necessary disbursements in addition to any other relief to which such Partymay be entitled.

## Section 8.14.               Recapitalization,Exchanges, Etc. Affecting the Purchased Class D Units and the Purchased Units.  The provisions of this Agreement shall applyto the full extent set forth herein with respect to any and all units of LinnEnergy or any successor or assign of Linn Energy (whether by merger,consolidation, sale of assets or otherwise) which may be issued in respect of,in exchange for or in substitution of, the Purchased Class D Units or thePurchased Units, and shall be appropriately adjusted for combinations, unitsplits, recapitalizations and the like occurring after the date of thisAgreement.

## Section 8.15.               Obligations Limited to Parties toAgreement.  Each of the parties hereto covenants, agreesand acknowledges that no Person other than the Purchasers (and their permittedassignees) and Linn Energy shall have any obligation hereunder and that,notwithstanding that one or more of the Purchasers may be a corporation,partnership or limited liability company, no recourse under this Agreement orthe other Basic Documents or under any documents or instruments delivered inconnection herewith or therewith shall be had against any former, current orfuture director, officer, employee, agent, general or limited partner, manager,member, stockholder or Affiliate of any of the Purchasers or Linn Energy or anyformer, current or future director, officer, employee, agent, general orlimited partner, manager, member, stockholder or Affiliate of any of theforegoing, whether by the enforcement of any assessment or by any legal orequitable proceeding, or by virtue of any applicable Law, it being expresslyagreed and acknowledged that no personal liability whatsoever shall attach to,be imposed on or otherwise be incurred by any former, current or futuredirector, officer, employee, agent, general or limited partner, manager,member, stockholder or Affiliate of any of the Purchasers or Linn Energy or anyformer, current or future director, officer, employee, agent, general orlimited partner, manager, member, stockholder or Affiliate of any of theforegoing, as such, for any obligations of the Purchasers and Linn Energy underthis Agreement or the other Basic Documents or any documents or instrumentsdelivered in connection herewith or therewith or for any claim based on, inrespect of or by reason of such obligation or its creation.

*[The remainder of this page is intentionally leftblank.]*

38

----

IN WITNESS WHEREOF, the Parties hereto execute thisAgreement, effective as of the date first above written.
|        | LINN ENERGY, LLC              |
|--------|-------------------------------|
|   |                          |
|   |                          |
|   | By:                           | /s/ Mark E. Ellis |   |
|   | Mark E. Ellis                 |
|   | Executive Vice  President and |
|   | Chief Operating Officer       |

 

----

 
|        | **Structured  Finance Americas, LLC** |
|--------|---------------------------------------|
|   | ** **                            |
|   | ** **                            |
|   | By:                                   | /s/ Sunil  Hariani |   |
|   | Name:                                 | Sunil Hariani |
|   | Title:                                | Director |
|   |                                  |   |
|   |                                  |   |
|   | By:                                   | /s/ Andrea Leung |   |
|   | Name:                                 | Andrea Leung |
|   | Title:                                | Managing Director |

 

----

** **
|            | **Royal Bank of Canada**            |
|------------|-------------------------------------|
| ** ** | **by its agent**                    |
| ** ** | **RBC Capital Markets Corporation** |
| ** ** | ** **                          |
| ** ** | ** **                          |
|       | By:                                 |   /s/  Josef Muskatel |   |
|       | Name:                               | Josef Muskatel |
|       | Title:                              | Director and Senior Counsel |
|       |                                |   |
|       |                                |   |
|       | By:                                 |   /s/  David Weiner |   |
|       | Name:                               | David Weiner |
|       | Title:                              | Managing Director |

 

----

** **
|            | **CREDIT SUISSE MANAGEMENT LLC** |
|------------|----------------------------------|
| ** ** | ** **                       |   |
| ** ** | ** **                       |   |
|       | By:                              |   /s/  Gerard Murtagh |   |
|       | Name:                            | Gerard Murtagh |
|       | Title:                           | Managing Director |

----

 
|            | **MLP INVESTMENT HOLDINGS, INC.** |
|------------|-----------------------------------|
| ** ** | ** **                        |
| ** ** | ** **                        |
|       | By:                               |   /s/  Jeremy Hill |   |
|       | Name:                             | Jeremy Hill |
|       | Title:                            | Vice President |

----

 
|            | **AT MLP FUND, LLP** |
|------------|----------------------|
| ** ** | ** **           |
| ** ** | ** **           |
|       | By:                  |   /s/  Paul McPheeters |   |
|       | Name:                | Paul McPheeters |
|       | Title:               | Managing Director |

----

 
|            | **Citigroup Financial Products Inc.** |
|------------|---------------------------------------|
| ** ** | ** **                            |
| ** ** | ** **                            |
|       | By:                                   |   /s/  Bret Engelkemier |   |
|       | Name:                                 | Bret Engelkemier |
|       | Title:                                | Managing Director |

----

 
|            | **ENERGY GROWTH AND INCOME FUND** |
|------------|-----------------------------------|
| ** ** | ** **                        |
| ** ** | ** **                        |
|       | By:                               |   /s/  Mark R. Bradley |   |
|       | Name:                             | Mark R. Bradley |
|       | Title:                            | CFO |

----

 
|            | **Fiduciary/Claymore MLP Opportunity Fund** |
|------------|---------------------------------------------|
| ** ** | ** **                                  |
| ** ** | ** **                                  |
|       | By:                                         |   /s/  James J. Cunnane, Jr. |   |
|       | Name:                                       | James J. Cunnane, Jr. |
|       | Title:                                      | Vice President |

----

 
|            | **MLP & Strategic Equity Fund Inc.** |
|------------|------------------------------------------|
| ** ** | ** **                               |
| ** ** | ** **                               |
|       | By:                                      |   /s/  James J. Cunnane, Jr. |   |
|       | Name:                                    | James J. Cunnane, Jr. |
|       | Title:                                   | Senior Portfolio Manager – |
|       |                                     | Fiduciary Asset Management,   LLC, subadviser to the MLP &   Strategic Equity Fund Inc. |
|       |                                     |
|       |                                     |

----

 
|            | **FIR TREE RECOVERY MASTER** |
|------------|------------------------------|
| ** ** | **FUND LP**                  |
| ** ** | ** **                   |
| ** ** | ** **                   |
|       | By:                          |   /s/  Brian Meyer |   |
|       | Name:                        | Brian Meyer |
|       | Title:                       | Authorized Person |

----

 
|            | **FIR TREE VALUE MASTER FUND, LP** |
|------------|------------------------------------|
| ** ** | ** **                         |
| ** ** | ** **                         |
|       | By:                                |   /s/  Brian Meyer |   |
|       | Name:                              | Brian Meyer |
|       | Title:                             | Authorized Person |

----

 
|            | **Strome MLP Fund, LP** |
|------------|-------------------------|
| ** ** | ** **              |
| ** ** | ** **              |
|       | By:                     |   /s/  Peter Davies |   |
|       | Name:                   | Peter Davies |
|       | Title:                  | CEO of Strome Investment |
|       |                    | Management, LP, the general partner |
|       |                    | of Strome MLP Fund, LP |

----

 
|            | **UBS AG LONDON BRANCH** |
|------------|--------------------------|
| ** ** | ** **               |
| ** ** | ** **               |
|       | By:                      |   /s/  Richard Simpson |   |
|       | Name:                    | Richard Simpson |
|       | Title:                   | Managing Director |

----

 
|            | **ZLP Fund LP** |
|------------|-----------------|
| ** ** | ** **      |
|       | By:             | Zimmer Lucas Partners, LLC, |
|       |            | its General Partner |
|       |            |   |
|       |            |
|       | By:             |   /s/  Craig M. Lucas |   |
|       | Name:           | Craig M. Lucas |
|       | Title:          | Managing Member |

----

 
|            | **OMEGA ADVISORS, INC.*** |
|------------|---------------------------|
| ** ** | ** **                |
| ** ** | ** **                |
|       | By:                       |   /s/  Denis Wong |   |
|       | Name:                     | Denis Wong |
|       | Title:                    | COO |

 

----

* solely in its capacityas investment manager of the following entities and not in its individualcorporate capacity:

Omega Capital Partners, L.P.

Omega Capital Investors, L.P.

Omega SPV Partners IV, L.P.

Omega Equity Investors, L.P.

Beta Equities, Inc.

GS&Co Profit Sharing Master Trust

Presidential Life Corporation

The Ministers andMissionaries Benefit Board of American Baptist Churches

See attached Schedule Afor the allocation.

----

** **

** **
|            | **LEON G.  COOPERMAN** |
|------------|------------------------|
| ** ** | ** **             |
| ** ** | ** **             |
|       | By:                    |   /s/ Illegible |   |
|       | Name:                  | Illegible |
|       | Title:                 |   |

----

 
|            | **Perry  Partners LP** |
|------------|------------------------|
| ** ** | ** **             |
|       | By:                    | Perry Corp.,  Managing Illegible Partner |
|       |                   |   |
|       |                   |   |
|       | By:                    |   /s/ Illegible |   |
|       | Name:                  | Illegible |
|       | Title:                 | Chief Financial  Officer |

----

 
|            | **[Third  Point Partners Qualified L.P.]** |
|------------|--------------------------------------------|
| ** ** | ** **                                 |
| ** ** | ** **                                 |
|       | By:                                        |   /s/ Justin Nadler |   |
|       | Name:                                      | Justin Nadler |
|       | Title:                                     | COO |

----

 
|            | **[Third  Point Partners L.P.]** |
|------------|----------------------------------|
| ** ** | ** **                       |
| ** ** | ** **                       |
|       | By:                              |   /s/ Justin Nadler |   |
|       | Name:                            | Justin Nadler |
|       | Title:                           | COO |

----

 
|            | **Goldman  Sachs Principal Strategies** |
|------------|-----------------------------------------|
| ** ** | ** **                              |
| ** ** | ** **                              |
|       | By:                                     |   /s/ Gaurav Bhandari |   |
|       | Name:                                   | Gaurav Bhandari |
|       | Title:                                  | Managing  Director |

----

 
|            | **Jennison  Utility Fund (“Fund”), as series** |
|------------|----------------------------------------------------------|
| ** ** | **of the  Jennison Sector Funds, Inc.**                  |
| ** ** | ** **                                               |
|       | By:                                                      | Jennison  Associates LLC, as subadvisor |
|       |                                                     | to the Fund |
|       |                                                     |   |
|       |                                                     |   |
|       | By:                                                      |   /s/ Ubong Edemeka |   |
|       | Name:                                                    | Ubong Edemeka |
|       | Title:                                                   | Managing  Director |
|            |                                                          |  |  |  |

----

 
|            | **Jennison  Equity Income Fund (“Fund”),** |
|------------|------------------------------------------------------|
| ** ** | **as  series of the Strategic Partners Mutual**      |
| ** ** | **Funds,  Inc.**                                     |
| ** ** | ** **                                           |
|       | By:                                                  | Jennison  Associates LLC, as subadvisor |
|       |                                                 | to the Fund |
|       |                                                 |   |
|       |                                                 |   |
|       | By:                                                  |   /s/ Ubong Edemeka |   |
|       | Name:                                                | Ubong Edemeka |
|       | Title:                                               | Managing  Director |
|            |                                                      |  |  |  |

----

 
|            | **Lehman  Brothers MLP Opportunity Fund, L.P.** |
|------------|-------------------------------------------------|
| ** ** | ** **                                      |
| ** ** | ** **                                      |
|       | By:                                             |   /s/ Kyri Loupis |   |
|       | Name:                                           | Kyri Loupis |
|       | Title:                                          | Senior Vice  President |

----

 
|            | **Lehman  Brothers MLP Partners, L.P.** |
|------------|-----------------------------------------|
| ** ** | ** **                              |
| ** ** | ** **                              |
|       | By:                                     |   /s/ Kyri Loupis |   |
|       | Name:                                   | Kyri Loupis |
|       | Title:                                  | Senior Vice  President |

----

 
|            | **Lehman  Brothers Co-Investment Partners, L.P.** |
|------------|---------------------------------------------------|
| ** ** | ** **                                        |
| ** ** | ** **                                        |
|       | By:                                               |   /s/ David Stonberg |   |
|       | Name:                                             | David Stonberg |
|       | Title:                                            | Managing  Director |

 

----

|            | **LB1 GROUP INC.** |
|------------|--------------------|
| ** ** | ** **         |
| ** ** | ** **         |
|       | By:                |   /s/  Leon Zaltzman |   |
|       | Name:              | Leon Zaltzman |
|       | Title:             | Managing Director |

----

 
|            | **NEW MOUNTAIN VANTAGE, LP** |
|------------|------------------------------|
| ** ** | ** **                   |
| ** ** | ** **                   |
|       | By:                          |   /s/  Steven B. Klinsky |   |
|       | Name:                        | Steven B. Klinsky |
|       | Title:                       | Managing Member of the CP |
|       |                         | New Mountain Vantage CP, LLC |
|       |                         |   |
|       |                         |
| ** ** | **NEW MOUNTAIN VANTAGE**     |
| ** ** | **(CALIFORNIA),  LP**        |
| ** ** | ** **                   |
| ** ** | ** **                   |
|       | By:                          |   /s/  Steven B. Klinsky |   |
|       | Name:                        | Steven B. Klinsky |
|       | Title:                       | Managing Member of the CP |
|       |                         | New Mountain Vantage CP, LLC |
|       |                         |   |
|       |                         |   |
| ** ** | **NEW MOUNTAIN VANTAGE**     |
| ** ** | **HOLDCO  LTD.**             |
| ** ** | ** **                   |
| ** ** | ** **                   |   |
|       | By:                          |   /s/  Steven B. Klinsky |   |
|       | Name:                        | Steven B. Klinsky |
|       | Title:                       | Director |
|       |                         |   |
|       |                         |   |
| ** ** | **NEW MOUNTAIN VANTAGE**     |
| ** ** | **(TEXAS),  LP**             |
| ** ** | ** **                   |
| ** ** | ** **                   |
|       | By:                          |   /s/  Steven B. Klinsky |   |
|       | Name:                        | Steven B. Klinsky |
|       | Title:                       | Managing Member of the CP |
|       |                         | New Mountain Vantage CP, LLC |

----

 
|            | **MSDW Strategic Investments, Inc.** |
|------------|--------------------------------------|
| ** ** | ** **                           |
| ** ** | ** **                           |
|       | By:                                  |   /s/  Illegible |   |
|       | Name:                                | Illegible |
|       | Title:                               |   |

----

 
|            | **Gerald H. Smith** |
|------------|---------------------|
| ** ** | ** **          |
| ** ** | ** **          |
|       | By:                 |   /s/  Nancy Cooke |   |
|       | Name:               | Gerald H. Smith by Nancy Cooke |
|       | Title:              | Attorney-in-Fact |

----

 
|            | **THE NORTHWESTERN MUTUAL LIFE** |
|------------|----------------------------------|
| ** ** | **INSURANCE COMPANY**            |
| ** ** | ** **                       |
| ** ** | ** **                       |
|       | By:                              |   /s/  David A. Barras |   |
|       | Name:                            | David A. Barras |
|       | Title:                           | Its Authorized Representative |

----

 
|        | **ORE HILL HUB FUND, LTD.**      |
|--------|----------------------------------|
|   | By:  Ore Hill  Partners LLC |
|   | Its:  Investment  Advisor   |
|   |                             |
|   |                             |
|   | By:                              |   /s/  Claude A. Baum |   |
|   | Name:                            | Claude A. Baum, Esp. |
|   | Title:                           | General Counsel |
|   |                             | Ore Hill Partners LLC |

----

 

 
|            | **Meritage Fund Ltd.**                    |
|------------|-------------------------------------------|
| ** ** | ** **                                |
| ** ** | ** **                                |
|       | By:                                       |   /s/  Alex Magaro |   |
|       | Name:                                     | Alex Magaro |
|       | Title:                                    | Vice President |
|       |                                      |   |
|       |                                      |   |
| ** ** | **Meritage Investors LLC**                |
|       | By: Meritage Group LP, Investment Manager |
|       | By: MWG GP, LLC, General Partner          |
|       |                                      |
|       |                                      |
|       | By:                                       |   /s/  Alex Magaro |   |
|       | Name:                                     | Alex Magaro |
|       | Title:                                    | Manager |

----

 
|            | **STANDARD GENERAL MASTER FUND L.P.**   |
|------------|-----------------------------------------|
| ** ** | ** **                              |
|       | By:  STANDARD  GENERAL GP LLC, its |
|       | general partner                         |
|       |                                    |
|       |                                    |
|       | By:  STANDARD  GENERAL             |
|       | MANAGEMENT LLC, its managing            |
|       | member                                  |
|       |                                    |
|       | By:                                     |   /s/  illegible |   |
|       | Name:                                   | illegible |
|       | Title:                                  |   |

----

 
|            | **GREG D. KERLY** |
|------------|-------------------|
| ** ** | ** **        |
| ** ** | ** **        |
|       | By:               |   /s/  Greg D. Kerly |   |
|       | Name:             | Greg D. Kerly |
|       | Title:            |   |

----

 
|            | **Alerian Capital Management LLC** |
|------------|------------------------------------|
| ** ** | ** **                         |
| ** ** | ** **                         |
|       | By:                                |   /s/  Richard Levy |   |
|       | Name:                              | Richard Levy |
|       | Title:                             | CFO |

----

 
|            | **GPS New Equity Fund LP** |
|------------|----------------------------|
| ** ** | ** **                 |
| ** ** | ** **                 |
|       | By:                        |   /s/  Steven Sugarman |   |
|       | Name:                      | Steven Sugarman |
|       | Title:                     | Partner, GPS Partners LLC |

----

 
|            | **GPS MLP Fund LP** |
|------------|---------------------|
| ** ** | ** **          |
| ** ** | ** **          |
|       | By:                 |   /s/  Steven Sugarman |   |
|       | Name:               | Steven Sugarman |
|       | Title:              | Partner, GPS Partners LLC |

----

 
|            | **GPS Partners LLC** |
|------------|----------------------|
| ** ** | ** **           |
| ** ** | ** **           |
|       | By:                  |   /s/  Steven Sugarman |   |
|       | Name:                | Steven Sugarman |
|       | Title:               | Partner |

----

 
|            | **HARTZ CAPITAL MLP, LLC.** |
|------------|-----------------------------|
| ** ** | ** **                  |
| ** ** | **By:**                     | **Hartz Capital, Inc.** |
| ** ** | ** **                  | **Its Manager** |
| ** ** |                        |
| ** ** |                        |
|       | By:                         |   /s/  Jonathan B. Schindel |   |
|       | Name:                       | Jonathan B. Schindel |
|       | Title:                      | Secretary & General Counsel |

----

 
|            | **HARVEST FUND ADVISORS LLC** |
|------------|-------------------------------|
| ** ** | **on behalf of**              |
| ** ** | **HARVEST SHARING LLC**       |
| ** ** | ** **                    |
| ** ** | ** **                    |
|       | By:                           |   /s/  Anthony Merhige |   |
|       | Name:                         | Anthony Merhige |
|       | Title:                        | CAO & GC |

----

 
|            | **HARVEST FUND ADVISORS LLC** |
|------------|-------------------------------|
| ** ** | **on behalf of**              |
| ** ** | **HARVEST INFRASTRUCTURE**    |
| ** ** | **PARTNERS FUND LLC**         |
| ** ** | ** **                    |
| ** ** | ** **                    |
|       | By:                           |   /s/  Anthony Merhige |   |
|       | Name:                         | Anthony Merhige |
|       | Title:                        | CAO & GC |

----

 
|            | **Farrington Capital, LP**            |
|------------|---------------------------------------|
| ** ** | ** **                            |
| ** ** | ** **                            |
|       | By:                                   |   /s/  Paul Segal |   |
|       | Name:                                 | Paul Segal |
|       | (on behalf of Farrington Capital, LP) |
|       | Title:                                | President |

 

----

 
|        | **Dresdner Bank Ag** |
|--------|----------------------|
|   |                 |
|   | By:                  |   /s/ Ligia  Matasur |   |
|   | Name:                | Ligia Matasur |
|   | Title:               | Director |
|   | Bryan Segfried       |
|   | Managing Director    |

----

 
|        | **RCH Energy Opportunity Fund II, LP**      |
|--------|---------------------------------------------|
|   | By: RCH Energy Opportunity Fund II GP, L.P. |
|   | Its General Partner                         |
|   | By: RR Advisors, LLC                        |
|   | Its General Partner                         |
|   |                                        |
|   |                                        |
|   | By:                                         |   /s/  Robert Raymond |   |
|   | Name:                                       | Robert Raymond |
|   | Title:                                      | Sole-Member |

----

 
|        | **RCH Energy MLP Fund, LP**      |
|--------|----------------------------------|
|   | By: RCH Energy MLP Fund GP, L.P. |
|   | Its General Partner              |
|   | By: RR Advisors, LLC             |
|   | Its General Partner              |
|   |                             |
|   |                             |
|   | By:                              |   /s/  Robert Raymond |   |
|   | Name:                            | Robert Raymond |
|   | Title:                           | Sole-Member |

----

 
|        | **RCH Energy MLP Fund A, LP**    |
|--------|----------------------------------|
|   | By: RCH Energy MLP Fund GP, L.P. |
|   | Its General Partner              |
|   | By: RR Advisors, LLC             |
|   | Its General Partner              |
|   |                             |
|   |                             |
|   | By:                              |   /s/  Robert Raymond |   |
|   | Name:                            | Robert Raymond |
|   | Title:                           | Sole-Member |

----

 
|            | **RESERVOIR MASTER FUND, LP**            |
|------------|------------------------------------------|
| ** ** | **By: RMF GP, LLC, its general partner** |
| ** ** | ** **                               |
| ** ** | ** **                               |
|       | By:                                      |   /s/  Craig Huff |   |
|       | Name:                                    | Craig Huff |
|       | Title:                                   | President |

----

 
|            | **D. E. SHAW SYNOPTIC PORTFOLIOS** |
|------------|------------------------------------|
| ** ** | **5, L.L.C.**                      |
| ** ** | ** **                         |
| ** ** | ** **                         |
|       | By:                                |   /s/  Daniel Posner |   |
|       | Name:                              | Daniel Posner |
|       | Title:                             | Authorized Signatory |

 

----

**Schedule 2.01**

**PURCHASERSAND COMMITMENT AMOUNTS**
| **Purchaser**                                                                        | ** ** | **Units** | ** ** | **Class D Units** | ** ** | **Gross  Proceeds  to Issuer** | ** **     |
|--------------------------------------------------------------------------------------|------------|-----------|------------|-----------------------------|------------|-------------------------------------|----------------|
| Structured Finance  Americas, LLC                                                    |       | 710,666   |       | 1,913,169                   |       | $                                   | 81,999,999.96  |   |
| Royal Bank of Canada by  its agent RBC Capital Markets Corporation                   |       | 433,316   |       | 1,166,520                   |       | $                                   | 49,998,019.13  |   |
| Credit Suisse  Management, LLC                                                       |       | 476,666   |       | 1,283,225                   |       | $                                   | 55,000,051.47  |   |
| MLP Investment  Holdings, Inc.                                                       |       | 823,333   |       | 2,216,477                   |       | $                                   | 95,000,036.25  |   |
| AT MLP Fund, LLP                                                                     |       | 173,333   |       | 466,627                     |       | $                                   | 20,000,007.40  |   |
| Citigroup Financial  Products Inc                                                    |       | 390,000   |       | 1,049,910                   |       | $                                   | 45,000,017.30  |   |
| Energy Growth and  Income Fund                                                       |       | 25,999    |       | 69,994                      |       | $                                   | 2,999,969.16   |   |
| Fiduciary/Claymore MLP  Opportunity Fund                                             |       | 60,666    |       | 163,319                     |       | $                                   | 6,999,971.04   |   |
| MLP & Strategic  Equity Fund Inc.                                                |       | 65,001    |       | 174,986                     |       | $                                   | 7,500,065.86   |   |
| Fir Tree Recovery  Master Fund LP                                                    |       | 21,560    |       | 58,044                      |       | $                                   | 2,487,780.66   |   |
| Fir Tree Value Master  Fund, LP                                                      |       | 108,440   |       | 291,926                     |       | $                                   | 12,512,225.12  |   |
| Strome MLP Fund, LP                                                                  |       | 173,333   |       | 466,627                     |       | $                                   | 20,000,007.40  |   |
| UBS AG London Branch                                                                 |       | 86,666    |       | 233,314                     |       | $                                   | 10,000,003.20  |   |
| ZLP Fund LP                                                                          |       | 286,002   |       | 769,935                     |       | $                                   | 33,000,107.68  |   |
| Omega Advisors, Inc.  solely in its capacity as investment manager                   |       | 433,333   |       | 1,166,568                   |       | $                                   | 50,000,049.89  |   |
| Leon G. Cooperman.                                                                   |       | 43,333    |       | 116,656                     |       | $                                   | 4,999,970.61   |   |
| Perry Partners LP, by  Perry Corp.                                                   |       | 390,000   |       | 1,049,910                   |       | $                                   | 45,000,017.30  |   |
| Third Point Partners  Qualified L.P.                                                 |       | 866,353   |       | 2,332,288                   |       | $                                   | 99,963,817.74  |   |
| Third Point Partners  L.P.                                                           |       | 866,980   |       | 2,333,976                   |       | $                                   | 100,036,166.02 |   |
| Goldman Sachs Principal  Strategies                                                  |       | 303,333   |       | 816,597                     |       | $                                   | 35,000,013.10  |   |
| Jennison Utility Fund,  as series of the Jennison Sector Funds, Inc.                 |       | 342,333   |       | 921,588                     |       | $                                   | 39,496,236.36  |   |
| Jennison Equity Income  Fund, as series of the Strategic Partners Mutual Funds, Inc. |       | 34,667    |       | 93,325                      |       | $                                   | 3,999,619.25   |   |
| Lehman Brothers MLP  Opportunity Fund                                                |       | 606,666   |       | 1,633,193                   |       | $                                   | 69,999,995.30  |   |
| Lehman Brothers MLP  Partners                                                        |       | 693,333   |       | 1,866,506                   |       | $                                   | 79,999,999.49  |   |
| Lehman Brothers  Co-Investment Partners, L.P.                                        |       | 866,667   |       | 2,333,132                   |       | $                                   | 100,000,007.88 |   |
| LB1 Group Inc.                                                                       |       | 86,667    |       | 233,313                     |       | $                                   | 10,000,004.19  |   |
| New Mountain Vantage,  L.P.                                                          |       | 32,700    |       | 87,900                      |       | $                                   | 3,769,023.39   |   |
| New Mountain Vantage  (California), L.P.                                             |       | 32,800    |       | 88,400                      |       | $                                   | 3,787,710.44   |   |
| New Mountain Vantage  HoldCo Ltd.                                                    |       | 77,433    |       | 208,427                     |       | $                                   | 8,933,694.74   |   |
| New Mountain Vantage  (Texas), L.P.                                                  |       | 30,400    |       | 81,900                      |       | $                                   | 3,509,578.79   |   |
| MSDW Strategic  Investments, Inc.                                                    |       | 390,000   |       | 1,049,910                   |       | $                                   | 45,000,017.30  |   |
| Gerald Smith                                                                         |       | 8,666     |       | 23,333                      |       | $                                   | 1,000,030.70   |   |
| The Northwestern Mutual  Life Insurance Company                                      |       | 260,000   |       | 699,940                     |       | $                                   | 30,000,011.60  |   |
| Ore Hill Hub Fund Ltd.                                                               |       | 86,666    |       | 233,314                     |       | $                                   | 10,000,003.20  |   |
| Meritage Fund Ltd.                                                                   |       | 303,333   |       | 816,597                     |       | $                                   | 35,000,013.10  |   |
| Standard General Master  Fund L.P. by Standard General GP LLC, its general partner   |       | 130,000   |       | 349,970                     |       | $                                   | 15,000,005.80  |   |
| Greg D. Kerly                                                                        |       | 43,333    |       | 116,657                     |       | $                                   | 5,000,001.60   |   |
| Alerian Capital  Management LLC                                                      |       | 130,000   |       | 349,970                     |       | $                                   | 15,000,005.80  |   |
| GPS Partners LLC                                                                     |       | 804,283   |       | 2,165,194                   |       | $                                   | 92,802,021.48  |   |

 

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| **Purchaser**                                                                    | ** ** | **Units**  | ** ** | **Class D Units** | ** ** | **Gross  Proceeds  to Issuer** | ** **       |
|----------------------------------------------------------------------------------|------------|------------|------------|-----------------------------|------------|-------------------------------------|------------------|
| Hartz Capital MLP, LLC  by Hartz Capital, Inc., its Manager                      |       | 69,333     |       | 186,651                     |       | $                                   | 8,000,002.70     |   |
| Harvest Fund Advisors  LLC on behalf of Harvest Sharing LLC                      |       | 21,666     |       | 58,328                      |       | $                                   | 2,499,969.30     |   |
| Harvest Fund Advisors  LLC on behalf of Harvest Infrastructure Partners Fund LLC |       | 43,334     |       | 116,657                     |       | $                                   | 5,000,033.58     |   |
| Farrington Capital, LP                                                           |       | 43,333     |       | 116,657                     |       | $                                   | 5,000,001.60     |   |
| Dresdner Bank Ag.                                                                |       | 433,333    |       | 1,166,567                   |       | $                                   | 50,000,018.90    |   |
| RCH Energy Opprotunity  Fund II, LP                                              |       | 86,667     |       | 233,313                     |       | $                                   | 10,000,004.19    |   |
| RCH Energy MLP Fund, LP                                                          |       | 42,466     |       | 114,324                     |       | $                                   | 4,899,995.01     |   |
| RCH Energy MLP Fund A,  LP                                                       |       | 867        |       | 2,333                       |       | $                                   | 100,006.58       |   |
| Reservoir Master Fund,  LP                                                       |       | 86,666     |       | 233,314                     |       | $                                   | 10,000,003.20    |   |
| D.E. Shaw Synoptic  Portfolios 5, L.L.C.                                         |       | 390,000    |       | 1,049,910                   |       | $                                   | 45,000,017.30    |   |
| Total                                                                            |       | 12,999,989 |       | 34,997,005                  |       | $                                   | 1,500,000,380.60 |   |

 

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**Schedule 3.14**
|                    | ** ** | **Units** | ** ** |
|--------------------|------------|-----------|------------|
| Michael C. Linn    |       | 4,211,342 |       |
| Kolja Rockov       |       | 483,764   |       |
| Mark E. Ellis      |       | 200,000   |       |
| Lisa D. Anderson   |       | 65,000    |       |
| Charlene A. Ripley |       | 30,000    |       |
| Roland P. Keddie   |       | 490,622   |       |
| ** **         |       | 5,480,328 |       |

 

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**ExhibitA**

**FORM OFCLASS D AMENDMENT**

**AMENDMENT NO. 3 TO SECONDAMENDED AND RESTATEDLIMITED LIABILITY COMPANY AGREEMENT OFLINN ENERGY, LLC**

THIS AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATEDLIMITED LIABILITY COMPANY AGREEMENT OF LINN ENERGY, LLC (this “Amendment”),dated as of [•], 2007, is entered into and effectuated by the Board ofDirectors (the “Board”) of Linn Energy, LLC, a Delaware limitedliability company (the “Company”), pursuant to authority granted to itin Sections 5.5 and 11.1 of the Second Amended and Restated Limited LiabilityCompany Agreement of the Company, dated as of January 19, 2006 (the “LimitedLiability Company Agreement”). Capitalized terms used but not defined herein are used as defined in theLimited Liability Company Agreement.

WHEREAS, Section 5.5(a) of the Limited LiabilityCompany Agreement provides that the Company may issue additional CompanySecurities for any Company purpose at any time and from time to time for suchconsideration and on such terms and conditions as the Board shall determine, allwithout the approval of any Members;

WHEREAS, Section 5.5(b) of the Limited LiabilityCompany Agreement provides that the Company Securities authorized to be issuedby the Company pursuant to Section 5.5(a) of the Limited Liability CompanyAgreement may be issued in one or more classes, or one or more series of anysuch classes, with such designations, preferences, rights, powers and duties(which may be senior to existing classes and series of Company Securities) asshall be fixed by the Board;

WHEREAS, Section 11.1(c)(vii) of the Limited LiabilityCompany Agreement provides that the Board, without the approval of any Member(subject to the provisions of Section 5.6 of the Limited Liability CompanyAgreement), may amend any provision of the Limited Liability Company Agreementthat the Board determines to be necessary or appropriate in connection with theauthorization of issuance of any class or series of Company Securities pursuantto Section 5.5 of the Limited Liability Company Agreement, and the Board hasdetermined that the amendments contemplated hereby are necessary or appropriatein connection therewith;

WHEREAS, the Board has determined that the issuance ofthe Class D Units provided for in this Amendment is permitted by Section 5.6 ofthe Limited Liability Company Agreement;

WHEREAS, Section 11.1(c)(iv) of the Limited LiabilityCompany Agreement provides that the Board, without the approval of any Member,may amend any provision of the Limited Liability Company Agreement to reflect achange that the Board determines does not adversely affect the Members(including any particular class of Interests as compared to other classes ofInterests) in any material respect, and the Board has determined that suchamendments contemplated hereby do not adversely affect the Members in anymaterial respect; and

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WHEREAS, the Board deems it in the best interest ofthe Company to effect this Amendment to provide for (i) the issuance of theClass D Units, (ii) the conversion of the Class D Units into Units in accordancewith the terms described herein and (iii) such other matters as are providedherein.

NOW, THEREFORE, it is hereby agreed as follows:

A.            Amendment.  The Limited Liability Company Agreement ishereby amended as follows:

1.             Section1.1 of the Limited Liability Company Agreement is hereby amended to add oramend and restate the following definitions in the appropriate alphabeticalorder:

“*CapitalAccount True-Up Election*” has the meaning set forth in Section6.1(d)(xii)(C).

“*Class D Unit*” means a Company Securityrepresenting a fractional part of the Interests of all Members, and having therights and obligations specified with respect to the Class D Units in thisAgreement.  A “Class D Unit” shall notconstitute a Unit until such time as such Class D Unit is converted into a Unitpursuant to Section 5.10.

“*Issue Price*”means the price at which a Unit or Class D Unit is purchased from the Company,net of any sales commissions or underwriting discount charged to the Company;for the avoidance of doubt, in the case of the Class D Units, the Issue Priceshall be deemed to be $30.97 per Class D Unit and, in the case of the PrivatelyPlaced Units, $32.00 per Privately Placed Unit.

“*PercentageInterest*” means, as of any date of determination (a) as to anyUnitholder or holder of Class D Units holding Units or Class D Units, theproduct obtained by multiplying (i) 100% less the percentage establishedpursuant to clause (b) below by (ii) the quotient obtained by dividing (A) thenumber of Units and Class D Units held by such Unitholder or holder of Class DUnits by (B) the total number of all Outstanding Units or Outstanding Class DUnits and (b) as to the holders of other Company Securities issued by theCompany in accordance with Section 5.5, the percentage established as part ofsuch issuance.

“*Per Unit Capital Amount*” means, as ofany date of determination, the Capital Account, stated on a per Unit, Class DUnit or Privately Placed Unit basis, as the case may be, underlying any Unit,Class D Unit or Privately Placed Unit, as the case may be, held by a Person.

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“*Private Placement Value*” means withrespect to the Class D Units $[•] per Class D Unit and the PrivatelyPlaced Units $[•] per Privately Placed Unit.

“*PrivatelyPlaced Units*” means the Units issued pursuant to the Unit PurchaseAgreement.

“*Pro Rata*” means (a) when modifyingUnits, Class D Units, Privately Placed Units or any class of any thereof,apportioned equally among all designated Units, Class D Units or PrivatelyPlaced Units, as the case may be, in accordance with their relative PercentageInterests, and (b) when modifying Members, apportioned among all designatedMembers in accordance with their relative Percentage Interest.

“*Remaining Net Positive Adjustments*” means,as of the end of any taxable period, with respect to the holders of Units,Privately Placed Units or Class D Units, the excess of (i) the Net PositiveAdjustments of the holders of Units, Privately Placed Units or Class D Units asof the end of such period over (ii) the sum of those Members’ Share ofAdditional Book Basis Derivative Items for each prior taxable period.

“*Share of Additional Book Basis Derivative Items*”means, in connection with any allocation of Additional Book Basis DerivativeItems for any taxable period, with respect to the holders of Units, PrivatelyPlaced Units or Class D Units, the amount that bears the same ratio to suchAdditional Book Basis Derivative Items as the holders’ Remaining Net PositiveAdjustments as of the end of such period bears to the Aggregate Remaining NetPositive Adjustments as of that time.

“*Unit*”means a Company Security representing a fractional part of the Interests of allMembers, and having the rights and obligations specified with respect to Unitsin this Agreement, which includes Privately Placed Units.  The term “Unit” does not refer to a Class DUnit prior to its conversion into a Unit pursuant to the terms hereof.

“*Unit Majority*” means a majority of theOutstanding Units.

“*UnitPurchase Agreement*” means the Class D Unit and Unit Purchase Agreementdated as of June 29, 2007 between the Company and the purchasers namedtherein.

2.             ArticleIV of the Limited Liability Company Agreement is hereby amended to add a newSection 4.6(c) as follows:

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(c)           Thetransfer of a Class D Unit or a Privately Placed Unit shall be subject to therestrictions imposed by Section 6.5.

3.             Section 5.4(a) of theLimited Liability Company Agreement is hereby amended to add the following atthe end of such section:

Theinitial Capital Account balance in respect of each Class D Unit shall be thePrivate Placement Value for such Class D Unit, and the initial Capital Accountbalance of each holder of Class D Units in respect of all Class D Units heldshall be the product of such initial balance for a Class D Unit multiplied by thenumber of Class D Units held thereby. The initial Capital Account balance in respect of each Privately PlacedUnit shall be the Private Placement Value for such Privately Placed Unit, andthe initial Capital Account balance of each holder of Privately Placed Units inrespect of all Privately Placed Units held shall be the product of such initialbalance for a Privately Placed Unit multiplied by the number of PrivatelyPlaced Units held thereby.  Immediatelyfollowing the creation of a Capital Account balance in respect of each Class DUnit, each holder acquiring a Class D Unit at original issuance shall be deemedto have received a cash distribution in respect of such Class D Units in anamount equal to the product of (x) the total number of Class D Units soacquired by such holder multiplied by (y) the difference between the PrivatePlacement Value and the Issue Price of a Class D Unit.  Immediately following the creation of aCapital Account balance in respect of each Privately Placed Unit, each Unitholderacquiring a Privately Placed Unit at original issuance shall be deemed to havereceived a cash distribution in respect of such Privately Placed Units in anamount equal to the product of (x) the total number of Privately Placed Unitsso acquired by such Unitholder multiplied by (y) the difference between thePrivate Placement Value and the Issue Price of a Privately Placed Unit.  The purpose of the four preceding sentencesis to provide the initial purchasers of Class D Units and Privately PlacedUnits with a net Capital Account in the Class D Units and Privately PlacedUnits on the date of purchase equal to the Issue Price paid by those purchasersfor the Class D Units and Privately Placed Units.

4.             Section 5.4(c)(i) ofthe Limited Liability Company Agreement is hereby amended to add the followingat the end of such section:

Any adjustments that are made under this paragraph inconnection with the issuance of the Class D Units or the Privately Placed Unitsshall be based on the Private Placement Value of the Class D Units and thePrivately Placed Units.

5.             ArticleV of the Limited Liability Company Agreement is hereby amended to add a newSection 5.10 creating a new series of Company Securities as follows:

Section 5.10  *Establishment of Class D Units*.

(a)           *General*.  The Board hereby designates and creates aseries of Company Securities to bedesignated as “Class D Units” 

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and consisting of a totalof 34,997,005 Class D Units, and fixes the designations, preferences andrelative, participating, optional or other special rights, powers and duties ofholders of the Class D Units as set forth in this Section 5.10.

(b)           *Allocations*.  Except as otherwise provided in thisAgreement, including Section 6.1(d)(iii), all items of Company income, gain,loss, deduction and credit shall be allocated to the Class D Units to the sameextent as such items would be so allocated if such Class D Units were Units(other than Privately Placed Units) that were then Outstanding.

(c)           *Distributions*.  Each Class D Unit shall have the right toshare in Company distributions on a Pro Rata basis with the Units, with theamount of distributions on each such Class D Unit being equal to 115% of thequarterly cash distribution amount payable on each Unit.

(d)           *Vote of Unitholders*. Except as provided in this Section 5.10, the Class D Units are notconvertible into Units.  The Board shall,as promptly as practicable following the issuance of the Class D Units, but inany event not later than 120 days following the Closing Date, take such actionsas may be necessary or appropriate to submit to a vote or consent of theholders of the Units the approval of a change in the terms of the Class D Unitsto provide that each Class D Unit will automatically convert into one Unit(subject to appropriate adjustment in the event of any split-up, combination orsimilar event affecting the Units that occurs prior to the conversion of theClass D Units) effective immediately upon such approval by the Unitholders ofthe issuance of additional Units upon such automatic conversion without anyfurther action by the holders thereof. The vote or consent required for such approval will be the requisitevote required under this Agreement and under the rules or staff interpretationsof the National Securities Exchange on which the Units are listed or admittedto trading for the listing or admission to trading of the Units that would beissued upon any such conversion.  Uponreceipt of such approval and compliance with Section 5.10(f), the terms of theClass D Units will be changed, automatically and without further action, sothat each Class D Unit is converted into one Unit and, immediately thereafter,none of the Class D Units shall be Outstanding.

(e)           *Change in Rules of National Securities Exchange*.  If at any time (i) the rules of the NationalSecurities Exchange on which the Units are listed or admitted to trading or thestaff interpretations of such rules are changed or (ii) facts or 

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circumstances arise sothat no vote or consent of Unitholders is required as a condition to thelisting or admission to trading of the Units that would be issued upon anyconversion of any Class D Units into Units as provided in Section 5.10(d), theterms of such Class D Units will be changed so that each Class D Unit isconverted (without further action or any vote of any Unitholders other thancompliance with Section 5.10(f)) into one Unit (subject to appropriateadjustment in the event of any split-up, combination or similar event affectingthe Units that occurs prior to the conversion of the Class D Units) and,immediately thereafter, none of the Class D Units shall be Outstanding.

(f)            *Surrender of Certificates. *Upon receipt of the approval ofthe holders of the Units**toconvert the Class D Units into Units in accordance with Section 5.10(d) or achange in rules of the National Securities Exchange or a change in facts andcircumstances as described in Section 5.10(e), the Board shall give the holdersof the Class D Units prompt notice of such approval or change and, subject toSection 6.5, each holder of Class D Units shall promptly surrender the Class DUnit Certificates therefor, duly endorsed, at the office of the Company or ofany transfer agent for the Class D Units. In the case of any such conversion, the Company shall, as soon aspracticable thereafter, issue and deliver at such office to such holder ofClass D Units one or more Unit Certificates, registered in the name of suchholder, for the number of Units to which such holder shall be entitled asaforesaid.  Such conversion shall bedeemed to have been made as of the date of the event specified in Section5.10(d) or Section 5.10(e), as the case may be, and the Person entitled toreceive the Units issuable upon such conversion shall be treated for allpurposes as the record holder of such Units on said date.

(g)           *Voting Rights. *The Class D Units are non-voting, except that the Class DUnits shall be entitled to vote as a separate class on any matter thatadversely affects the rights or preferences of the Class D Units in relation toother classes of Interests (including as a result of a merger or consolidation)or as required by law.  The approval of amajority of the Class D Units shall be required to approve any matter for whichthe holders of the Class D Units are entitled to vote.

6.             Section6.1(c) of the Limited Liability Company Agreement is hereby amended to restateSection 6.1(c)(i)(B) as follows:

(B)           Second, 100% to allUnitholders and holders of Class D Units in accordance with their respectivePercentage Interests.

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7.             Section6.1(c) of the Limited Liability Company Agreement is hereby amended to add anew Section 6.1(c)(ii)(A) as follows:

(A)          First, to the holders ofClass D Units, Pro Rata, until the Capital Account in respect to each Class DUnit then Outstanding has been reduced to zero; and

8.             Section6.1(c)(ii)(A) of the Limited Liability Company Agreement is hereby redesignatedas Section 6.1(c)(ii)(B), and Section 6.1(c)(ii)(B) of the Limited LiabilityCompany Agreement is hereby redesignated as Section 6.1(c)(ii)(C).

9.             ArticleVI of the Limited Liability Company Agreement is hereby amended to add a newSection 6.1(d)(iii) as follows:

(iii)          *PriorityAllocations*.  If the amount ofcash or the Net Agreed Value of any property distributed (except cash orproperty distributed or deemed distributed pursuant to Section 5.4(a) of thisAgreement with respect to Class D Units or Privately Placed Units, or Section10.3 of this Agreement) to any holder of Class D Units with respect to itsClass D Units for a taxable year is greater (on a per Class D Unit basis) thanthe amount of cash or the Net Agreed Value of property distributed to theUnitholders with respect to their Units (on a per Unit basis), then each holderof Class D Units receiving such greater cash or property distribution shall beallocated gross income in an amount equal to the product of (a) the amount bywhich the distribution (on a per Class D Unit basis) to such holder of Class DUnits exceeds the distribution (on a per Unit basis) to the Unitholders and (b)the number of Class D Units owned by the holder of Class D Units.

10.           Article VI of theLimited Liability Company Agreement is hereby amended to add a new Section6.1(d)(xii) as follows:

(xii)          *Allocationsfor Class D Units and Privately Placed Units*.

                (A)          With respect to anytaxable period of the Company ending upon, or after, a Book-Up Event, aBook-Down Event or a sale of all or substantially all of the assets of theCompany occurring after the date of issuance of the Class D Units and thePrivately Placed Units, Company items of income or gain for such taxable periodshall be allocated 100% (1) to the Members holding Class D Units or convertedClass D Units that are Outstanding as of the time of such event in proportionto the number of Class D Units or converted Class D Units held by such Members,until each such Member has been allocated the amount that increases the CapitalAccount of such Class D Unit or converted Class D Unit to the Per Unit CapitalAmount for a then outstanding Unit (other than a converted Class D Unit or aPrivately Placed Unit) and (2) to the 

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Members holding Privately Placed Units that areOutstanding as of the time of such event in proportion to the number ofPrivately Placed Units held by such Members, until each such Member has beenallocated the amount that increases the Capital Account of such PrivatelyPlaced Unit to the Per Unit Capital Amount for a then outstanding Unit (otherthan a Privately Placed Unit or a Class D Unit).

(B)           Withrespect to any taxable period of the Company ending upon, or after, thetransfer of converted Class D Units or Privately Placed Units to a Person thatis not an Affiliate of the holder, Company items of income or gain for suchtaxable period shall be allocated 100% (1) to the Members transferring suchconverted Class D Units in proportion to the number of converted Class D Unitstransferred by such Members, until each such Member has been allocated theamount that increases the Capital Account of such converted Class D Unit to thePer Unit Capital Amount for a then outstanding Unit (other than a convertedClass D Unit or a Privately Placed Unit) and (2) to the Members transferringsuch Privately Placed Units in proportion to the number of Privately PlacedUnits transferred by such Members, until each such Member has been allocatedthe amount that increases the Capital Account of such Privately Placed Unit tothe Per Unit Capital Amount for a then outstanding Unit (other than a PrivatelyPlaced Unit or a converted Class D Unit).

(C)           Withrespect to the first taxable period of the Company ending upon, or after, thedate of issuance of the Class D Units or the Privately Placed Units, at theelection of a Member holding Class D Units or Privately Placed Units (the “CapitalAccount True-Up Election”), items of income or gain for such taxable periodshall be allocated 100% to the Members making such Capital Account True-UpElection with respect to Class D Units or Privately Placed Units that areOutstanding as of the time of such Capital Account True-Up Election inproportion to the number of Class D Units or Privately Placed Units held bysuch Members, until each such Member has been allocated the amount thatincreases the Capital Account of such Class D Unit or Privately Placed Unit tothe Per Unit Capital Amount for a then outstanding Unit (other than a Class DUnit or a Privately Placed Unit).

11.           Section 6.1(d)(xi)(A) of the LimitedLiability Company Agreement is hereby amended to replace the phrase “thisAmended and Restated Limited Liability Company Agreement” in the two placesthat it appears to “this Agreement”.

12.           Section 6.4 of the Limited LiabilityCompany Agreement is hereby amended to replace the reference to “Section 5.6(b)”with “Section 5.5(b)”.

13.           ArticleVI is hereby amended to add a new Section 6.5 as follows:

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Section 6.5             *SpecialProvisions Relating to Holders of Class D Units and Privately Placed Units.*  A holder of (1) a Privately Placed Unit or(2) a Class D Unit that has converted into a Unit pursuant to Section 5.10shall be required to provide notice to the Board of the number of PrivatelyPlaced Units or converted Class D Units transferred by such holder no laterthan the last Business Day of the calendar year during which such transferoccurred, unless (x) the transfer is to an Affiliate of the holder or (y) byvirtue of the application of Section 6.1(d)(xii)(B) to a prior transfer of theUnit or the application of Section 6.1(d)(xii)(A) or Section 6.1(d)(xii)(C),the Board has previously determined, based on advice of counsel, that thePrivately Placed Unit or converted Class D Unit should have, as a substantivematter, like intrinsic economic and federal income tax characteristics of anInitial Unit; provided, that such holder may cure any failure to provide suchnotice by providing such notice within 20 days of the last Business Day of suchcalendar year.  The sole and exclusiveremedy for any holder’s failure to provide any such notice shall be theenforcement of the remedy of specific performance against such holder and therewill be no monetary damages.  Inconnection with the condition imposed by this Section 6.5, the Board shall takewhatever steps are required to provide economic uniformity to the PrivatelyPlaced Units and converted Class D Units in preparation for a transfer thereof,including the application of Section 6.1(d)(xii)(B); *provided,however*, that no such steps may be taken that would have a materialadverse effect on the Unitholders holding Units represented by UnitCertificates.

B.            Agreementin Effect.  Except as hereby amended,the Limited Liability Company Agreement shall remain in full force and effect.

C.            ApplicableLaw.  This Amendment shall beconstrued in accordance with and governed by the laws of the State of Delaware,without regard to principles of conflicts of laws.

D.            Invalidityof Provisions.  If any provision ofthis Amendment is or becomes invalid, illegal or unenforceable in any respect,the validity, legality and enforceability of the remaining provisions containedherein shall not be affected thereby.

[SignaturePage Follows]

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IN WITNESS WHEREOF, this Amendment has been executedas of the date first written above.
|            | **LINN  ENERGY, LLC** |
|------------|-----------------------|
| ** ** | ** **            |
| ** ** | ** **            |
|       | By:                   | ** ** | ** ** |
|       |                  | Kolja Rockov |
|       |                  | Executive Vice  President and Chief Financial |
|       |                  | Officer |

 

 

 

[Signature Page toAmendment No. 3]

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**Exhibit B**

*Capitalized terms used but not defined herein havethe meaning assigned to such terms in the Class D Unit and Unit PurchaseAgreement dated as of June 29, 2007 (the “Purchase Agreement”).  Linn Energy shall furnish to the Purchasersat the Closing an opinion of Vinson & Elkins L.L.P., counsel for LinnEnergy, addressed to the Purchasers and dated the Closing Date in formsatisfactory to Pillsbury Winthrop Shaw Pittman LLP, counsel for thePurchasers, stating that:*

(i)            LinnEnergy: (i) is a limited liability company duly organized, validly existing andin good standing under the Laws of the State of Delaware; (ii) has allrequisite limited liability company power and authority, and has all materialgovernmental licenses, authorizations, consents and approvals, necessary to ownits Properties and carry on its business as its business is now being conductedas described in the Linn Energy SEC Documents, except where the failure toobtain such licenses, authorizations, consents and approvals would not reasonablybe expected to have a Linn Energy Material Adverse Effect; and (iii) is dulyqualified to do business in the jurisdictions listed in Annex A hereto,except where failure so to qualify would not reasonably be expected to have aLinn Energy Material Adverse Effect.

(ii)           Asof the open of business on the date hereof, and prior to the sale and issuanceof the Purchased Class D Units and the Purchased Units as contemplated by thePurchase Agreement, the issued and outstanding membership interests of LinnEnergy consist of [65,605,765] Units. All of the outstanding Units have been duly authorized and validlyissued in accordance with applicable Law and the Limited Liability CompanyAgreement and are fully paid (to the extent required by the Limited LiabilityCompany Agreement) and non-assessable (except as such non-assessability may beaffected by Section 18-607 of the Delaware LLC Act).

(iii)          To our knowledge, except as described in theLinn Energy SEC Documents filed prior to the date hereof, for options grantedpursuant to Linn Energy’s existing (a) Long-Term Incentive Plan and (b)Memorandum of Understanding Regarding Compensation Arrangements for Members ofits Board of Directors, or as contemplated by the Purchase Agreement, there areno outstanding or authorized (i) options, warrants, preemptive rights,subscriptions, calls or other rights, convertible securities, agreements,claims or commitments of any character obligating Linn Energy or any of itsSubsidiaries to issue, transfer or sell any limited liability company interestsor other equity interests in Linn Energy or any of its Subsidiaries orsecurities convertible into or exchangeable for such limited liability companyinterests or other equity interests, (ii) obligations of Linn Energy or any ofits Subsidiaries to repurchase, redeem or otherwise acquire any limitedliability company interests or other equity interests in Linn Energy or any ofits Subsidiaries or any such securities or agreements listed in clause (i) ofthis sentence or (iii) voting trusts or similar agreements to which Linn Energyor 

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any of its Subsidiaries is a party with respect to thevoting of the equity interests of Linn Energy or any of its Subsidiaries.

(iv)          ThePurchased Class D Units and the Purchased Units and the membership interestsrepresented thereby have been duly authorized by Linn Energy pursuant to theLimited Liability Company Agreement and, when issued and delivered to thePurchasers against payment therefor in accordance with the terms of thePurchase Agreement, will be validly issued, fully paid (to the extent requiredby the Limited Liability Company Agreement) and non-assessable (except as suchnon-assessability may be affected by Section 18-607 of the Delaware LLC Act).

(v)           TheUnits issuable upon conversion of the Class D Units, and the membershipinterests represented thereby, upon issuance in accordance with the terms ofthe Class D Units as reflected in the Limited Liability Company Agreement (asamended by the Class D Amendment) have been duly authorized by Linn Energypursuant to the Limited Liability Company Agreement and will be fully paid (tothe extent required by the Limited Liability Company Agreement) andnon-assessable (except as such non-assessability may be affected by Section18-607 of the Delaware LLC Act) and, subject to the receipt of the requiredUnitholder approval, will be validly issued.

(vi)          Noneof the offering, issuance and sale by Linn Energy of the Purchased Class DUnits or the Purchased Units or the execution, delivery and performance of theBasic Documents by Linn Energy (A) constitutes or will constitute a violationof Linn Energy’s Certificate of Formation or Limited Liability CompanyAgreement, (B) without duplication of clause (A), constitutes or willconstitute a breach or violation of, or a default under (or an event which,with notice or lapse of time or both, would constitute such an event), anyagreement filed as an exhibit to the Linn Energy SEC Documents, or (C) resultsor will result in any violation of the Delaware LLC Act, the Laws of the Stateof New York or U.S. federal Law, which in the case of clause (B) or (C) of thisparagraph (vi) would be reasonably expected to have a Linn Energy MaterialAdverse Effect; *provided*, *however*,that no opinion is expressed pursuant to this paragraph (vi) with respect tofederal or state securities or anti-fraud statutes, rules or regulations.

(vii)         Each of the Basic Documents to which LinnEnergy is a party has been duly authorized and validly executed and deliveredon behalf of Linn Energy, and is enforceable against Linn Energy in accordancewith its respective terms, except as such enforceability may be limited by (A)applicable bankruptcy, insolvency, fraudulent transfer, reorganization,moratorium or similar Laws from time to time in effect affecting creditors’rights and remedies generally and by general principles of equity (regardlessof whether such principles are considered in a proceeding in equity or at law)and (B) public policy, applicable Law relating to fiduciary duties andindemnification and an implied covenant of good faith and fair dealing.

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(viii)        Except for the approvals required by theCommission in connection with Linn Energy’s obligations under the RegistrationRights Agreement (including the registration statement referenced therein) andthe Unitholder approval required in connection with the conversion of Class DUnits to Units, no authorization, consent, approval, waiver, license,qualification or written exemption from, nor any filing, declaration, qualificationor registration with, any Governmental Authority is required in connection withthe execution, delivery or performance by Linn Energy of any of the BasicDocuments to which it is a party, except those that have been obtained or maybe required under the state securities or “blue sky” laws, as to which we donot express any opinion.

(ix)           LinnEnergy is not an “investment company” within the meaning of the InvestmentCompany Act of 1940, as amended.

(x)            Assumingthe accuracy of the representations and warranties of each Purchaser containedin the Purchase Agreement, the issuance and sale of the Purchased Class D Unitsand the Purchased Units pursuant to the Purchase Agreement are exempt fromregistration requirements of the Securities Act of 1933, as amended.

*Linn Energy shall furnish to the Purchasers at theClosing an opinion of Charlene A. Ripley, General Counsel of Linn Energy,addressed to the Purchasers and dated the Closing Date in form satisfactory toPillsbury Winthrop Shaw Pittman LLP, counsel for the Purchasers, stating that:*

(i)            Noneof the offering, issuance and sale by Linn Energy of the Purchased Class DUnits or the Purchased Units or the execution, delivery and performance of theBasic Documents by Linn Energy (A) constitutes or will constitute a violationof any organizational documents of any of Linn Energy’s Subsidiaries or (B)will result in a breach or violation (and, to such counsel’s knowledge, noevent has occurred that, with notice or lapse of time or otherwise, wouldconstitute such an event) or imposition of any lien, charge or encumbrance uponany Property of Linn Energy or its Subsidiaries pursuant to (i) any agreement,lease or other instrument known to such counsel (excluding any agreement filedas an exhibit to the Linn Energy SEC Documents) or (ii) to the knowledge ofsuch counsel, any order, judgment, decree or injunction of any federal orDelaware court or government agency or body directed to any of Linn Energy orits Subsidiaries or any of its respective Properties in a proceeding to whichany of them or such Property is a party, which breaches, violations or lienswould reasonably be expected to have a Linn Energy Material Adverse Effect; *provided*, *however*, thatno opinion is expressed pursuant hereto with respect to federal or statesecurities Laws or other anti-fraud Laws.

(ii)           Allof the issued and outstanding equity interests of each of Linn Energy’sSubsidiaries are owned, directly or indirectly, by Linn Energy free and clearof any Liens (A) in respect of which a financing statement under the UniformCommercial Code naming Linn Energy or any of its Subsidiaries as 

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debtors is on file in the office of the Secretary ofState of the State of Delaware, (B) otherwise known to such counsel withoutindependent investigation, other than those created under applicable Law and(C) except for such Liens as may be imposed under Linn Energy’s or itsSubsidiaries’ credit facilities, and all such ownership interests have beenduly authorized and validly issued and are fully paid (to the extent requiredby the organizational documents of Linn Energy’s Subsidiaries, as applicable)and non-assessable (except as non-assessability may be affected by mattersdescribed in Section 18-607 of the Delaware LLC Act or the organizational documentsof Linn Energy’s Subsidiaries, as applicable) and free of preemptive rights,and, to our knowledge, except as disclosed in the Linn Energy SEC Documents,neither Linn Energy nor any of its Subsidiaries owns any shares of capitalstock or other securities of, or interests in, any other Person or is obligatedto make any capital contribution to or other investment in any other Person.

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**Exhibit C**

**REGISTRATION RIGHTSAGREEMENT**

**BY AND AMONG**

**LINN ENERGY, LLC**

**AND**

**THE PURCHASERS NAMEDHEREIN**

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Table of Contents
|                                                   | ** ** | ** **                                                                        | ** ** | **Page** |
|---------------------------------------------------|------------|-----------------------------------------------------------------------------------|------------|----------|
| ARTICLE I                                         |       |                                                                              |
| DEFINITIONS                                       |       |                                                                              |
|                                              |       |                                                                              |
| Section 1.01.                                     |       | Definitions                                                                       |       | 1        |
| Section 1.02.                                     |       | Accounting Procedures and Interpretation                                          |       | 6        |
|                                              |       |                                                                              |       |     |
| ARTICLE II                                        |       |                                                                              |
| SALE AND  PURCHASE                                |       |                                                                              |
|                                              |       |                                                                              |
| Section 2.01.                                     |       | Sale and Purchase                                                                 |       | 6        |
| Section 2.02.                                     |       | Closing                                                                           |       | 7        |
|                                              |       |                                                                              |       |     |
| ARTICLE III                                       |       |                                                                              |
| REPRESENTATIONS  AND WARRANTIES OF LINN ENERGY    |       |                                                                              |
|                                              |       |                                                                              |
| Section 3.01.                                     |       | Corporate Existence                                                               |       | 8        |
| Section 3.02.                                     |       | Capitalization and Valid Issuance of Purchased Class  D Units and Purchased Units |       | 8        |
| Section 3.03.                                     |       | Linn Energy SEC Documents                                                         |       | 10       |
| Section 3.04.                                     |       | No Material Adverse Change                                                        |       | 10       |
| Section 3.05.                                     |       | Litigation                                                                        |       | 10       |
| Section 3.06.                                     |       | No Breach                                                                         |       | 11       |
| Section 3.07.                                     |       | Authority                                                                         |       | 11       |
| Section 3.08.                                     |       | Approvals                                                                         |       | 11       |
| Section 3.09.                                     |       | MLP Status                                                                        |       | 11       |
| Section 3.10.                                     |       | Investment Company Status                                                         |       | 12       |
| Section 3.11.                                     |       | Offering                                                                          |       | 12       |
| Section 3.12.                                     |       | Certain Fees                                                                      |       | 12       |
| Section 3.13.                                     |       | No Side Agreements                                                                |       | 12       |
| Section 3.14.                                     |       | Class D Unit Vote                                                                 |       | 12       |
| Section 3.15.                                     |       | Unitholder Voting Agreement                                                       |       | 12       |
| Section 3.16.                                     |       | Internal Accounting Controls                                                      |       | 12       |
| Section 3.17.                                     |       | Preemptive Rights or Registration Rights                                          |       | 13       |
| Section 3.18.                                     |       | Insurance                                                                         |       | 13       |
| Section 3.19.                                     |       | Acknowledgment  Regarding Purchase of Purchased Units and Purchased Class D Units |       | 13       |
|                                              |       |                                                                              |       |     |
| ARTICLE IV                                        |       |                                                                              |
| REPRESENTATIONS  AND WARRANTIES OF EACH PURCHASER |       |                                                                              |
|                                              |       |                                                                              |
| Section 4.01.                                     |       | Valid Existence                                                                   |       | 14       |
| Section 4.02.                                     |       | No Breach                                                                         |       | 14       |
| Section 4.03.                                     |       | Investment                                                                        |       | 14       |
| Section 4.04.                                     |       | Nature of Purchaser                                                               |       | 15       |
| Section 4.05.                                     |       | Receipt of Information; Authorization                                             |       | 15       |
| Section 4.06.                                     |       | Restricted Securities                                                             |       | 15       |
| Section 4.07.                                     |       | Certain Fees                                                                      |       | 15       |
| Section 4.08.                                     |       | Legend                                                                            |       | 16       |

 

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| Section 4.09.                        |   | No Side Agreements                                                                               |   | 16     |
|--------------------------------------|--------|--------------------------------------------------------------------------------------------------|--------|--------|
| Section 4.10.                        |   | Short Selling                                                                                    |   | 16     |
|                                 |   |                                                                                             |   |   |
| ARTICLE V                            |   |                                                                                             |
| COVENANTS                            |   |                                                                                             |
|                                 |   |                                                                                             |
| Section 5.01.                        |   | Shareholder Vote With Respect to Conversion                                                      |   | 17     |
| Section 5.02.                        |   | Subsequent Public Offerings                                                                      |   | 17     |
| Section 5.03.                        |   | Vote For Conversion of Class D Units                                                             |   | 18     |
| Section 5.04.                        |   | Purchaser Lock-Up                                                                                |   | 18     |
| Section 5.05.                        |   | Taking of Necessary Action                                                                       |   | 18     |
| Section 5.06.                        |   | Non-Disclosure; Interim Public Filings                                                           |   | 19     |
| Section 5.07.                        |   | Use of Proceeds                                                                                  |   | 19     |
| Section 5.08.                        |   | Class D Amendment                                                                                |   | 19     |
| Section 5.09.                        |   | Tax Information                                                                                  |   | 20     |
| Section 5.10.                        |   | Short Selling Acknowledgement and Agreement                                                      |   | 20     |
|                                 |   |                                                                                             |   |   |
| ARTICLE VI                           |   |                                                                                             |
| CLOSING  CONDITIONS                  |   |                                                                                             |
|                                 |   |                                                                                             |
| Section 6.01.                        |   | Conditions to the Closing                                                                        |   | 20     |
| Section 6.02.                        |   | Linn Energy Deliveries                                                                           |   | 22     |
| Section 6.03.                        |   | Purchaser Deliveries                                                                             |   | 23     |
|                                 |   |                                                                                             |   |   |
| ARTICLE VII                          |   |                                                                                             |
| INDEMNIFICATION,  COSTS AND EXPENSES |   |                                                                                             |
|                                 |   |                                                                                             |
| Section 7.01.                        |   | Indemnification by Linn Energy                                                                   |   | 23     |
| Section 7.02.                        |   | Indemnification by Purchasers                                                                    |   | 23     |
| Section 7.03.                        |   | Indemnification Procedure                                                                        |   | 23     |
|                                 |   |                                                                                             |   |   |
| ARTICLE VIII                         |   |                                                                                             |
| MISCELLANEOUS                        |   |                                                                                             |
|                                 |   |                                                                                             |
| Section 8.01.                        |   | Interpretation                                                                                   |   | 24     |
| Section 8.02.                        |   | Survival of Provisions                                                                           |   | 25     |
| Section 8.03.                        |   | No Waiver; Modifications in Writing                                                              |   | 25     |
| Section 8.04.                        |   | Binding Effect; Assignment                                                                       |   | 25     |
| Section 8.05.                        |   | Aggregation of Purchased Class D Units and Purchased  Units                                      |   | 26     |
| Section 8.06.                        |   | Confidentiality and Non-Disclosure                                                               |   | 26     |
| Section 8.07.                        |   | Communications                                                                                   |   | 26     |
| Section 8.08.                        |   | Removal of Legend                                                                                |   | 35     |
| Section 8.09.                        |   | Entire Agreement                                                                                 |   | 36     |
| Section 8.10.                        |   | Governing Law                                                                                    |   | 36     |
| Section 8.11.                        |   | Execution in Counterparts                                                                        |   | 36     |
| Section 8.12.                        |   | Termination                                                                                      |   | 36     |
| Section 8.13.                        |   | Expenses                                                                                         |   | 37     |
| Section 8.14.                        |   | Recapitalization, Exchanges, Etc. Affecting the  Purchased Class D Units and the Purchased Units |   | 38     |
| Section 8.15.                        |   | Obligations Limited  to Parties to Agreement                                                     |   | 38     |

 

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”)is made and entered into as of [•], 2007 by and among Linn Energy, LLC, aDelaware limited liability company (“Linn Energy”), and the purchasers named in Schedule[•] to this Agreement (each such purchaser a “Purchaser” and,collectively, the “Purchasers”).

WHEREAS, this Agreement is made in connection with theClosing of the issuance and sale of the Purchased Class D Units and thePurchased Units pursuant to the Class D Unit and Unit Purchase Agreement, datedas of June 29, 2007, by and among Linn Energy and the Purchasers (the “PurchaseAgreement”);

WHEREAS, Linn Energy has agreed to provide theregistration and other rights set forth in this Agreement for the benefit of thePurchasers pursuant to the Purchase Agreement; and

WHEREAS, it is a condition to the obligations of eachPurchaser and Linn Energy under the Purchase Agreement that this Agreement beexecuted and delivered.

NOW THEREFORE, in consideration of the mutual covenantsand agreements set forth herein and for good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged by each party hereto,the parties hereby agree as follows:

**ARTICLE IDEFINITIONS**

Section 1.01           Definitions.  Capitalized terms used herein withoutdefinition shall have the meanings given to them in the PurchaseAgreement.  The terms set forth below areused herein as so defined:

“Agreement” has the meaning specified thereforin the introductory paragraph.

“Effectiveness Period” has the meaningspecified therefor in Section 2.01(a)(i) of this Agreement.

“Holder” means the record holder of anyRegistrable Securities.

“Included Registrable Securities” has themeaning specified therefor in Section 2.02(a) of this Agreement.

“June 2007 Holders” has the meaning specifiedtherefor in Section 2.01(a)(i).

“June 2007 Offering Registration StatementEffective Date” has the meaning specified therefor inSection 2.01(a)(i).

“Linn Energy” has the meaning specifiedtherefor in the introductory paragraph.

“Liquidated Damages” has the meaning specifiedtherefor in Section 2.01(a)(ii) of this Agreement.

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“Liquidated Damages Multiplier” means (i) theproduct of $30.97 times the number of Class D Units purchased by such Purchaserplus (ii) the product of $32.00 times the number of Units purchased by suchPurchaser.

“Linn Energy” has the meaning specifiedtherefor in the introductory paragraph.

“Losses” has the meaning specified therefor inSection 2.08(a) of this Agreement.

“Managing Underwriter” means, with respect toany Underwritten Offering, the book-running lead manager of such UnderwrittenOffering.

“Opt Out Notice” has the meaning specifiedtherefor in Section 2.02(a) of this Agreement.

“Partners” has the meaning specified thereforin Section 2.02(b) of this Agreement.

“Placement Agent” means Lehman Brothers Inc.,Citigroup Global Markets Inc. or RBC Capital Markets Corporation.

“Purchase Agreement” has the meaning specifiedtherefor in the Recitals of this Agreement.

“Purchaser” and “Purchasers” have themeanings specified therefor in the introductory paragraph of this Agreement.

“Purchaser Underwriter Registration Statement”has the meaning specified therefor in Section 2.04(o) of this Agreement.

“Registrable Securities” means: (i) thePurchased Units, (ii) the Units issuable upon conversion of the Purchased ClassD Units, (iii) any Units issued as Liquidated Damages pursuant to thisAgreement and (iv) any Units issuable upon conversion of Class D Units issuedas Liquidated Damages pursuant to this Agreement, all of which RegistrableSecurities are subject to the rights provided herein until such rightsterminate pursuant to the provisions hereof.

“Registration Expenses” has the meaningspecified therefor in Section 2.07(a) of this Agreement.

“Registration Statement” has the meaningspecified therefor in Section 2.01(a)(i) of this Agreement.

“Selling Expenses” has the meaning specifiedtherefor in Section 2.07(a) of this Agreement.

“Selling Holder” means a Holder who is sellingRegistrable Securities pursuant to a registration statement.

“Underwritten Offering” means an offering(including an offering pursuant to a Registration Statement) in which Units aresold to an underwriter on a firm commitment basis 

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for reoffering to thepublic or an offering that is a “bought deal” with one or more investmentbanks.

Section 1.02           RegistrableSecurities.  Any Registrable Securitywill cease to be a Registrable Security when: (a) a registration statementcovering such Registrable Security has been declared effective by theCommission and such Registrable Security has been sold or disposed of pursuantto such effective registration statement; (b) such Registrable Security hasbeen disposed of pursuant to any section of Rule 144 (or any similar provisionthen in force) under the Securities Act; (c) such Registrable Security can bedisposed of pursuant to Rule 144(k) (or any similar provision then in force)under the Securities Act; (d) such Registrable Security is held by Linn Energyor one of its Subsidiaries; or (e) such Registrable Security has been sold in aprivate transaction in which the transferor’s rights under this Agreement arenot assigned to the transferee of such securities.

**ARTICLE IIREGISTRATION RIGHTS**

Section 2.01           Registration.

(a)           Registration.

(i)            ***DeadlineTo Go Effective***.  Noearlier than the date that a registration statement (the “June 2007 OfferingRegistration Statement Effective Date”) becomes effective that covers theunits sold in the June 1, 2007 private placement (the holder of such unitsbeing the “June 2007 Holders”) but no later than 10 days after the June2007 Offering Registration Statement Effective Date, Linn Energy shall prepareand file a registration statement under the Securities Act to permit the resaleof the Registrable Securities from time to time, including as permitted by Rule415 under the Securities Act (or any similar provision then in force) under theAct with respect to all of the Registrable Securities (the “RegistrationStatement”).  A Registration Statementfiled pursuant to this Section 2.01 shall be on such appropriate registrationform of the Commission as shall be selected by Linn Energy.  Linn Energy will use its commerciallyreasonable efforts to cause the Registration Statement filed pursuant to thisSection 2.01 to be continuously effective under the Securities Act until theearlier of (i) the date as of which all such Registrable Securities are sold bythe Purchasers or (ii) the date when such Registrable Securities becomeeligible for resale under Rule 144(k) (or any similar provision then in force)under the Securities Act (the “Effectiveness Period”).  The Registration Statement when declaredeffective (including the documents incorporated therein by reference) shallcomply as to form with all applicable requirements of the Securities Act andthe Exchange Act and shall not contain an untrue statement of a material factor omit to state a material fact required to be stated therein or necessary tomake the statements therein not misleading.

(ii)           ***FailureTo Go Effective***.  If theRegistration Statement required by Section 2.01 of this Agreement is notdeclared effective within 165 days after the Closing Date, then each Purchasershall be entitled to a payment with respect to the Purchased Class D Units andthe Purchased Units of each such Purchaser, as liquidated damages and not as apenalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period forthe first 90 days following 

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the 165th day after the Closing Date, increasing by anadditional 0.25% of the Liquidated Damages Multiplier per 30-day period foreach subsequent 30 days, up to a maximum of 1.00% of the Liquidated DamagesMultiplier per 30-day period (the “Liquidated Damages”).  Initially there shall be no limitation on theaggregate amount of the Liquidated Damages payable by Linn Energy under thisAgreement to each Purchaser; *provided, however*,that if there is a change in the Law or accounting principles generallyaccepted in the United States that would result in the Purchased Units beingtreated as debt securities instead of equity securities for purposes of LinnEnergy’s financial statements, then the aggregate amount of the LiquidatedDamages payable by Linn Energy under this Agreement to each Purchaser shall notexceed the maximum amount of the Liquidated Damages Multiplier with respect tosuch Purchaser allowed for the Purchased Units not to be treated as debtsecurities for purposes of Linn Energy’s financial statements.  The Liquidated Damages payable pursuant tothe immediately preceding sentence, accrued on a daily basis, shall be payablewithin ten Business Days of the end of each such 30-day period.  Any Liquidated Damages shall be paid to eachPurchaser in cash or immediately available funds; *provided*,*however*, if Linn Energy certifies thatit is unable to pay Liquidated Damages in cash or immediately available fundsbecause such payment would result in a breach under any of Linn Energy’s orLinn Energy’s Subsidiaries’ credit facilities or other indebtedness filed asexhibits to the Linn Energy SEC Documents, then, to the extent not payable incash, Linn Energy may pay the Liquidated Damages in kind in the form of theissuance of additional (A) Units or (B) Units and Class D Units.  Class D Units may only be issued as LiquidatedDamages if and to the extent required by The Nasdaq Global Market or similarregulation.  If Class D Units are issuedas Liquidated Damages as a result of a requirement by The Nasdaq Global Marketor similar regulation, then such Units and/or Class D Units will be issued toeach Purchaser in such a manner as to maximize the number of Units issued toeach such Purchaser.  Upon any issuanceof Units and/or Class D Units as Liquidated Damages, Linn Energy shall promptlyprepare and file an amendment to the Registration Statement prior to itseffectiveness adding such Units and/or Units issuable upon conversion of ClassD Units to such Registration Statement as additional RegistrableSecurities.  The determination of thenumber of Units to be issued as Liquidated Damages shall be equal to the amountof Liquidated Damages divided by the volume weighted average closing price ofthe Units (as reported by The Nasdaq Global Market) for the ten (10) tradingdays immediately preceding the date on which the Liquidated Damages payment isdue.  The determination of the number ofClass D Units to be issued as Liquidated Damages shall be equal to the amountof Liquidated Damages divided by the volume weighted average closing price ofthe Units (as reported by The Nasdaq Global Market) for the ten (10) tradingdays immediately preceding the date on which the Liquidated Damages payment isdue, less a discount of 2%.  The paymentof Liquidated Damages to a Purchaser shall cease at such time as the PurchasedClass D Units and the Purchased Units of such Purchaser become eligible forresale under Rule 144(k) under the Securities Act.  As soon as practicable following the date that the RegistrationStatement becomes effective, but in any event within two Business Days of suchdate, Linn Energy shall provide the Purchasers with written notice of theeffectiveness of the Registration Statement.

(iii)          ***Waiverof Liquidated Damages***.  IfLinn Energy is unable to cause a Registration Statement to go effective within165 days following the Closing Date as a result of an acquisition, merger,reorganization, disposition or other similar transaction, then Linn Energy mayrequest a waiver of the Liquidated Damages, which may be granted or withheld bythe consent of the Holders of a majority of the Purchased Class D Units and thePurchased Units, 

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taken as a whole, in their sole discretion.  A Purchaser’s rights (and any transferee’srights pursuant to Section 2.10 of this Agreement) under this Section 2.01other than Liquidated Damages owing but not yet paid shall terminate upon theearlier of (i) when all such Registrable Securities are sold by such Purchaseror transferee, as applicable, and (ii) when such Registrable Securities becomeeligible for resale under Rule 144(k) (or any similar provision then in force)under the Securities Act.

(b)           Delay Rights.  Notwithstanding anything to the contrarycontained herein, Linn Energy may, upon written notice to any Selling Holderwhose Registrable Securities are included in the Registration Statement,suspend such Selling Holder’s use of any prospectus which is a part of theRegistration Statement (in which event the Selling Holder shall discontinuesales of the Registrable Securities pursuant to the Registration Statement, butsuch Selling Holder may settle any such sales of Registrable Securities) if (i)Linn Energy is pursuing an acquisition, merger, reorganization, disposition orother similar transaction and Linn Energy determines in good faith that LinnEnergy’s ability to pursue or consummate such a transaction would be materiallyadversely affected by any required disclosure of such transaction in theRegistration Statement or (ii) Linn Energy has experienced some other materialnon-public event the disclosure of which at such time, in the good faithjudgment of Linn Energy, would materially adversely affect Linn Energy; *provided*, *however*, in noevent shall the Purchasers be suspended for a period that exceeds an aggregateof 30 days in any 90-day period or 90 days in any 365-day period.  Upon disclosure of such information or thetermination of the condition described above, Linn Energy shall provide promptnotice to the Selling Holders whose Registrable Securities are included in theRegistration Statement, shall promptly terminate any suspension of sales it hasput into effect and shall take such other actions to permit registered sales ofRegistrable Securities as contemplated in this Agreement.

(c)           Additional Rights toLiquidated Damages.  If (i) theHolders shall be prohibited from selling their Registrable Securities under theRegistration Statement as a result of a suspension pursuant to Section 2.01(b)of this Agreement in excess of the periods permitted therein or (ii) theRegistration Statement is filed and declared effective but, during theEffectiveness Period, shall thereafter cease to be effective or fail to beusable for its intended purpose without being succeeded by a post-effectiveamendment to the Registration Statement, a supplement to the prospectus or areport filed with the Commission pursuant to Section 13(a), 13(c), 14 or l5(d)of the Exchange Act, then, until the suspension is lifted or a post-effectiveamendment, supplement or report is filed with the Commission, but not includingany day on which a suspension is lifted or such amendment, supplement or reportis filed and declared effective, if applicable, Linn Energy shall owe theHolders an amount equal to the Liquidated Damages, following (x) the date onwhich the suspension period exceeded the permitted period under 2.01(b) of thisAgreement or (y) the day after the Registration Statement ceased to beeffective or failed to be useable for its intended purposes, as liquidateddamages and not as a penalty.  Forpurposes of this Section 2.01(c), a suspension shall be deemed lifted on thedate that notice that the suspension has been lifted is delivered to theHolders pursuant to Section 3.01 of this Agreement.

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Section 2.02           Piggyback Rights.

(a)              Participation.  If at any time Linn Energy proposes to file(i) a prospectus supplement to an effective shelf registration statement, otherthan the Registration Statement contemplated by Section 2.01 of this Agreementand the registration statement covering the units held by the June 2007Holders, or (ii) a registration statement, other than a shelf registrationstatement, in either case, for the sale of Units in an Underwritten Offeringfor its own account and/or another Person, then as soon as practicable but notless than three Business Days prior to the filing of (x) any preliminaryprospectus supplement relating to such Underwritten Offering pursuant to Rule424(b) under the Securities Act, (y) the prospectus supplement relating to suchUnderwritten Offering pursuant to Rule 424(b) under the Securities Act (if nopreliminary prospectus supplement is used) or (z) such registration statement,as the case may be, then Linn Energy shall give notice (including, but notlimited to, notification by electronic mail) of such proposed UnderwrittenOffering to the Holders and such notice shall offer the Holders the opportunityto include in such Underwritten Offering such number of Registrable Securities(the “Included Registrable Securities”) as each such Holder may requestin writing; *provided*, *however*,that if Linn Energy has been advised by the Managing Underwriter that theinclusion of Registrable Securities for sale for the benefit of the Holderswill have a material adverse effect on the price, timing or distribution of theUnits in the Underwritten Offering, then the amount of Registrable Securitiesto be offered for the accounts of Holders shall be determined based on theprovisions of Section 2.02(b) of this Agreement.  The notice required to be provided in thisSection 2.02(a) to Holders shall be provided on a Business Day pursuant toSection 3.01 hereof and receipt of such notice shall be confirmed by suchHolder.  Each such Holder shall then havethree Business Days after receiving such notice to request inclusion ofRegistrable Securities in the Underwritten Offering, except that such Holdershall have one Business Day after such Holder confirms receipt of the notice torequest inclusion of Registrable Securities in the Underwritten Offering in thecase of a “bought deal” or “overnight transaction” where no preliminaryprospectus is used.  If no request forinclusion from a Holder is received within the specified time, such Holdershall have no further right to participate in such Underwritten Offering.  If, at any time after giving written noticeof its intention to undertake an Underwritten Offering and prior to the closingof such Underwritten Offering, Linn Energy shall determine for any reason notto undertake or to delay such Underwritten Offering, Linn Energy may, at itselection, give written notice of such determination to the Selling Holders and,(x) in the case of a determination not to undertake such Underwritten Offering,shall be relieved of its obligation to sell any Included Registrable Securitiesin connection with such terminated Underwritten Offering, and (y) in the caseof a determination to delay such Underwritten Offering, shall be permitted todelay offering any Included Registrable Securities for the same period as thedelay in the Underwritten Offering.  AnySelling Holder shall have the right to withdraw such Selling Holder’s requestfor inclusion of such Selling Holder’s Registrable Securities in such offeringby giving written notice to Linn Energy of such withdrawal up to and includingthe time of pricing of such offering. Each Holder’s rights under this Section 2.02(a) shall terminate whensuch Holder (together with any Affiliates of such Holder) holds less than $40million of Purchased Class D Units (or Units issued upon conversion of theClass D Units) and Purchased Units, based on the Commitment Amounts.  Notwithstanding the foregoing, any Holder maydeliver written notice (an “Opt Out Notice”) to Linn Energy requestingthat such Holder not receive notice from Linn Energy of any proposedUnderwritten Offering; *provided*, thatsuch Holder may later revoke any such notice.

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(b)              Priority ofRights.  If the Managing Underwriteror Underwriters of any proposed Underwritten Offering of Units included in anUnderwritten Offering involving Included Registrable Securities advises LinnEnergy, or Linn Energy reasonably determines, that the total amount of Unitsthat the Selling Holders and any other Persons intend to include in suchoffering exceeds the number that can be sold in such offering without beinglikely to have a material adverse effect on the price, timing or distributionof the Units offered or the market for the Units, then the Units to be includedin such Underwritten Offering shall include the number of RegistrableSecurities that such Managing Underwriter or Underwriters advises Linn Energy,or Linn Energy reasonably determines, can be sold without having such adverseeffect, with such number to be allocated (i) first, to Linn Energy, and (ii)second, pro rata among (A) Quantum Energy Partners II, LP, a Delaware limitedpartnership, Clark Partners I, L.P., a New York limited partnership, KingsHighway Investment, LLC, a Connecticut limited liability company and WauwinetEnergy Partners, LLC, a Delaware limited liability company (collectively, the “Partners”)and (B) the Selling Holders party to this Agreement and those party to thosecertain Registration Rights Agreements dated as of October 24, 2006, February1, 2007 and June 1, 2007 by and among Linn Energy and the purchasers namedtherein, in each case, who have requested participation in such UnderwrittenOffering.  The pro rata allocations foreach such Partner and each such Selling Holder shall be the product of (a) theaggregate number of Units proposed to be sold by all Partners and SellingHolders in such Underwritten Offering multiplied by (b) the fraction derived bydividing (x) the number of Units owned on the Closing Date by such Partner orSelling Holder by (y) the aggregate number of Units owned on the Closing Dateby all Partners and Selling Holders participating in the Underwritten Offering.  All participating Selling Holders shall havethe opportunity to share pro rata that portion of such priority allocable toany Selling Holder(s) not so participating. As of the date of execution of this Agreement, there are no otherPersons with Registration Rights relating to Units or Class D Units other thanas described in this Section 2.02(b).

Section 2.03           Underwritten Offering.

(a)              Request forUnderwritten Offering.  Any one ormore Holders that collectively hold greater than $100 million of RegistrableSecurities, based on the purchase price per unit under the Purchase Agreement,may deliver written notice to Linn Energy that such Holders wish to dispose ofan aggregate of at least $100 million of Registrable Securities, based on thepurchase price per unit under the Purchase Agreement, in an UnderwrittenOffering.  Upon receipt of any suchwritten request, Linn Energy shall retain underwriters, effect such sale thoughan Underwritten Offering, including entering into an underwriting agreement incustomary form with the Managing Underwriter or Underwriters, which shallinclude, among other provisions, indemnities to the effect and to the extentprovided in Section 2.08, and take all reasonable actions as are requested bythe Managing Underwriter or Underwriters to expedite or facilitate thedisposition of such Registrable Securities; *provided*, *however*, Linn Energy management will not be required toparticipate in any roadshow or similar marketing effort on behalf of any suchHolder.

(b)              General Procedures.  In connection with any Underwritten Offeringunder this Agreement, Linn Energy shall be entitled to select the ManagingUnderwriter or Underwriters.  Inconnection with an Underwritten Offering contemplated by this Agreement inwhich a Selling Holder participates, each Selling Holder and Linn Energy shallbe obligated to 

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enter into an underwriting agreement that containssuch representations, covenants, indemnities and other rights and obligationsas are customary in underwriting agreements for firm commitment offerings ofsecurities.  No Selling Holder mayparticipate in such Underwritten Offering unless such Selling Holder agrees tosell its Registrable Securities on the basis provided in such underwriting agreementand completes and executes all questionnaires, powers of attorney, indemnitiesand other documents reasonably required under the terms of such underwritingagreement.  Each Selling Holder may, atits option, require that any or all of the representations and warranties by,and the other agreements on the part of, Linn Energy to and for the benefit ofsuch underwriters also be made to and for such Selling Holder’s benefit andthat any or all of the conditions precedent to the obligations of suchunderwriters under such underwriting agreement also be conditions precedent toits obligations.  No Selling Holder shallbe required to make any representations or warranties to or agreements withLinn Energy or the underwriters other than representations, warranties oragreements regarding such Selling Holder and its ownership of the securitiesbeing registered on its behalf, its intended method of distribution and anyother representation required by Law.  Ifany Selling Holder disapproves of the terms of an underwriting, such SellingHolder may elect to withdraw therefrom by notice to Linn Energy and theManaging Underwriter; *provided*, *however*, that such withdrawal must be made up to andincluding the time of pricing of such Underwritten Offering.  No such withdrawal or abandonment shallaffect Linn Energy’s obligation to pay Registration Expenses.

Section 2.04           Sale Procedures.  In connection with its obligations under thisArticle II, Linn Energy will, as expeditiously as possible:

(a)           prepare and file withthe Commission such amendments and supplements to the Registration Statementand the prospectus used in connection therewith as may be necessary to keep theRegistration Statement effective for the Effectiveness Period and as may benecessary to comply with the provisions of the Securities Act with respect tothe disposition of all securities covered by the Registration Statement;

(b)           if a prospectussupplement will be used in connection with the marketing of an UnderwrittenOffering from the Registration Statement and the Managing Underwriter at anytime shall notify Linn Energy in writing that, in the sole judgment of suchManaging Underwriter, inclusion of detailed information to be used in suchprospectus supplement is of material importance to the success of theUnderwritten Offering of such Registrable Securities, use its commerciallyreasonable efforts to include such information in such prospectus supplement;

(c)           furnish to each SellingHolder (i) as far in advance as reasonably practicable before filing theRegistration Statement or any other registration statement contemplated by thisAgreement or any supplement or amendment thereto, upon request, copies ofreasonably complete drafts of all such documents proposed to be filed(including exhibits and each document incorporated by reference therein to theextent then required by the rules and regulations of the Commission), andprovide each such Selling Holder the opportunity to object to any informationpertaining to such Selling Holder and its plan of distribution that iscontained therein and make the corrections reasonably requested by such SellingHolder with respect to such information prior to filing the RegistrationStatement or such other registration statement or supplement or amendmentthereto, and (ii) such number of copies of the Registration Statement 

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or such other registration statement and theprospectus included therein and any supplements and amendments thereto as suchPersons may reasonably request in order to facilitate the public sale or otherdisposition of the Registrable Securities covered by such RegistrationStatement or other registration statement;

(d)           if applicable, use itscommercially reasonable efforts to register or qualify the RegistrableSecurities covered by the Registration Statement or any other registrationstatement contemplated by this Agreement under the securities or blue sky lawsof such jurisdictions as the Selling Holders or, in the case of an UnderwrittenOffering, the Managing Underwriter, shall reasonably request; *provided*, *however*, thatLinn Energy will not be required to qualify generally to transact business inany jurisdiction where it is not then required to so qualify or to take anyaction which would subject it to general service of process in any suchjurisdiction where it is not then so subject;

(e)           promptly notify eachSelling Holder and each underwriter of Registrable Securities, at any time whena prospectus relating thereto is required to be delivered by any of them underthe Securities Act, of (i) the filing of the Registration Statement or anyother registration statement contemplated by this Agreement or any prospectusor prospectus supplement to be used in connection therewith, or any amendmentor supplement thereto, and, with respect to such Registration Statement or anyother registration statement or any post-effective amendment thereto, when thesame has become effective; and (ii) any written comments from the Commissionwith respect to any filing referred to in clause (i) and any written request bythe Commission for amendments or supplements to the Registration Statement orany other registration statement or any prospectus or prospectus supplementthereto;

(f)            immediately notifyeach Selling Holder and each underwriter of Registrable Securities, at any timewhen a prospectus relating thereto is required to be delivered under theSecurities Act, of (i) the happening of any event as a result of which theprospectus or prospectus supplement contained in the Registration Statement orany other registration statement contemplated by this Agreement, as then ineffect, includes an untrue statement of a material fact or omits to state anymaterial fact required to be stated therein or necessary to make the statementstherein not misleading in the light of the circumstances then existing; (ii)the issuance or threat of issuance by the Commission of any stop ordersuspending the effectiveness of the Registration Statement or any otherregistration statement contemplated by this Agreement, or the initiation of anyproceedings for that purpose; or (iii) the receipt by Linn Energy of anynotification with respect to the suspension of the qualification of anyRegistrable Securities for sale under the applicable securities or blue skylaws of any jurisdiction.  Following theprovision of such notice, Linn Energy agrees to as promptly as practicableamend or supplement the prospectus or prospectus supplement or take otherappropriate action so that the prospectus or prospectus supplement does notinclude an untrue statement of a material fact or omit to state a material factrequired to be stated therein or necessary to make the statements therein notmisleading in the light of the circumstances then existing and to take suchother action as is necessary to remove a stop order, suspension, threat thereofor proceedings related thereto;

(g)           upon request andsubject to appropriate confidentiality obligations, furnish to each SellingHolder copies of any and all transmittal letters or other correspondence withthe 

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Commission or any other governmental agency orself-regulatory body or other body having jurisdiction (including any domesticor foreign securities exchange) relating to such offering of RegistrableSecurities;

(h)           in the case of anUnderwritten Offering, furnish upon request, (i) an opinion of counsel for LinnEnergy dated the effective date of the applicable registration statement or thedate of any amendment or supplement thereto, and a letter of like kind datedthe date of the closing under the underwriting agreement, and (ii) a “cold comfort”letter, dated the date of the applicable registration statement or the date ofany amendment or supplement thereto and a letter of like kind dated the date ofthe closing under the underwriting agreement, in each case, signed by theindependent public accountants who have certified Linn Energy’s financialstatements included or incorporated by reference into the applicableregistration statement, and each of the opinion and the “cold comfort” lettershall be in customary form and covering substantially the same matters withrespect to such registration statement (and the prospectus and any prospectussupplement included therein) as are customarily covered in opinions of issuer’scounsel and in accountants’ letters delivered to the underwriters in UnderwrittenOfferings of securities and such other matters as such underwriters or SellingHolders may reasonably request;

(i)            otherwise use itscommercially reasonable efforts to comply with all applicable rules andregulations of the Commission, and make available to its security holders, assoon as reasonably practicable, an earnings statement, which earnings statementshall satisfy the provisions of Section 11(a) of the Securities Act and Rule158 promulgated thereunder;

(j)            make available to theappropriate representatives of the Managing Underwriter and Selling Holdersaccess to such information and Linn Energy personnel as is reasonable andcustomary to enable such parties to establish a due diligence defense under theSecurities Act; *provided*, *however*,that Linn Energy need not disclose any such information to any suchrepresentative unless and until such representative has entered into or isotherwise subject to a confidentiality agreement with Linn Energy satisfactoryto Linn Energy (including any confidentiality agreement referenced in Section8.06 of the Purchase Agreement);

(k)           cause all suchRegistrable Securities registered pursuant to this Agreement to be listed oneach securities exchange or nationally recognized quotation system on whichsimilar securities issued by Linn Energy are then listed;

(l)            use its commerciallyreasonable efforts to cause the Registrable Securities to be registered with orapproved by such other governmental agencies or authorities as may be necessaryby virtue of the business and operations of Linn Energy to enable the SellingHolders to consummate the disposition of such Registrable Securities;

(m)          provide a transfer agentand registrar for all Registrable Securities covered by such registrationstatement not later than the effective date of such registration statement; and

(n)           enter into customaryagreements and take such other actions as are reasonably requested by theSelling Holders or the underwriters, if any, in order to expedite or facilitatethe disposition of such Registrable Securities.

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(o)           Linn Energy agreesthat, if any Purchaser could reasonably be deemed to be an “underwriter”, asdefined in Section 2(a)(11) of the Securities Act, in connection with theregistration statement in respect of any registration of Linn Energy’ssecurities of any Purchaser pursuant to this Agreement, and any amendment orsupplement thereof (any such registration statement or amendment or supplementa “Purchaser Underwriter Registration Statement”), then Linn Energy willcooperate with such Purchaser in allowing such Purchaser to conduct customary “underwriter’sdue diligence” with respect to Linn Energy and satisfy its obligations inrespect thereof.  In addition, at anyPurchaser’s request, Linn Energy will furnish to such Purchaser, on the date ofthe effectiveness of any Purchaser Underwriter Registration Statement andthereafter from time to time on such dates as such Purchaser may reasonablyrequest, (i) a letter, dated such date, from Linn Energy’s independentcertified public accountants in form and substance as is customarily given byindependent certified public accountants to underwriters in an underwrittenpublic offering, addressed to such Purchaser, and (ii) an opinion, dated as ofsuch date, of counsel representing Linn Energy for purposes of such PurchaserUnderwriter Registration Statement, in form, scope and substance as iscustomarily given in an underwritten public offering, including a standard “10b-5”opinion for such offering, addressed to such Purchaser; *provided, however*,that with respect to any Placement Agent, Linn Energy’s obligations withrespect to this Section 2.04(o) shall be limited to one time, with anadditional bring-down request within 30 days of the date of suchdocuments.  Linn Energy will also permitlegal counsel to such Purchaser to review and comment upon any such PurchaserUnderwriter Registration Statement at least five Business Days prior to itsfiling with the Commission and all amendments and supplements to any suchPurchaser Underwriter Registration Statement within a reasonable number of daysprior to their filing with the Commission and not file any PurchaserUnderwriter Registration Statement or amendment or supplement thereto in a formto which such Purchaser’s legal counsel reasonably objects.

Each Selling Holder, upon receipt of notice from LinnEnergy of the happening of any event of the kind described in Section 2.04(e)of this Agreement, shall forthwith discontinue disposition of the RegistrableSecurities until such Selling Holder’s receipt of the copies of thesupplemented or amended prospectus contemplated by Section 2.04(e) of thisAgreement or until it is advised in writing by Linn Energy that the use of theprospectus may be resumed, and has received copies of any additional or supplementalfilings incorporated by reference in the prospectus, and, if so directed byLinn Energy, such Selling Holder will, or will request the managing underwriteror underwriters, if any, to deliver to Linn Energy (at Linn Energy’s expense)all copies in their possession or control, other than permanent file copiesthen in such Selling Holder’s possession, of the prospectus covering suchRegistrable Securities current at the time of receipt of such notice.

If requested by aPurchaser, Linn Energy shall: (i) as soon as practicable incorporate in aprospectus supplement or post-effective amendment such information as suchPurchaser reasonably requests to be included therein relating to the sale anddistribution of Registrable Securities, including information with respect tothe number of Registrable Securities being offered or sold, the purchase pricebeing paid therefor and any other terms of the offering of the RegistrableSecurities to be sold in such offering; (ii) as soon as practicable make all requiredfilings of such prospectus supplement or post-effective amendment after beingnotified of the matters to be incorporated in such prospectus supplement orpost-effective amendment; and (iii) as soon as practicable, supplement or makeamendments to any Registration Statement.

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Section 2.05           Cooperation byHolders.  Linn Energy shall have noobligation to include in the Registration Statement Units of a Holder, or in anUnderwritten Offering pursuant to Section 2.02 of this Agreement Units of aSelling Holder, who has failed to timely furnish such information that, in theopinion of counsel to Linn Energy, is reasonably required in order for theregistration statement or prospectus supplement, as applicable, to comply withthe Securities Act.

Section 2.06           Restrictions onPublic Sale by Holders of Registrable Securities.  For a period of 365 days from the ClosingDate, each Holder of Registrable Securities who is included in the RegistrationStatement agrees not to effect any public sale or distribution of theRegistrable Securities during the 30-day period following completion of anUnderwritten Offering of equity securities by Linn Energy (except as providedin this Section 2.06); *provided*, *however*, that the duration of the foregoing restrictionsshall be no longer than the duration of the shortest restriction generallyimposed by the underwriters on the officers or directors or any otherUnitholder of Linn Energy on whom a restriction is imposed in connection withsuch public offering; provided,  withrespect to Goldman, Sachs & Co., the restrictions contained in this Section2.06 shall only apply to the Goldman Sachs Principal Strategies Group, ascurrently configured, and shall not restrict or limit the activities of anyarea or division of Goldman, Sachs & Co. or any of its Affiliates, otherthan Goldman Sachs Principal Strategies Group, as currently configured.  In addition, the provisions of this Section2.06 shall not apply with respect to a Holder that (A) owns less than $40million of Purchased Class D Units and Purchased Units, based on the CommitmentAmounts, (B) has delivered an Opt Out Notice to Linn Energy pursuant to Section2.02 hereof or (C) has submitted a notice requesting the inclusion ofRegistrable Securities in an Underwritten Offering pursuant to Section 2.02 orSection 2.03(a) hereof but is unable to do so as a result of the priorityprovisions contained in Section 2.02(b) hereof.

Section 2.07           Expenses.

(a)             CertainDefinitions.  “RegistrationExpenses” means all expenses incident to Linn Energy’s performance under orcompliance with this Agreement to effect the registration of RegistrableSecurities on the Registration Statement pursuant to Section 2.01 hereof or anUnderwritten Offering covered under this Agreement, and the disposition of suchsecurities, including, without limitation, all registration, filing, securitiesexchange listing and The Nasdaq Global Market fees, all registration, filing,qualification and other fees and expenses of complying with securities or bluesky laws, fees of the National Association of Securities Dealers, Inc.,transfer taxes and fees of transfer agents and registrars, all word processing,duplicating and printing expenses and the fees and disbursements of counsel andindependent public accountants for Linn Energy, including the expenses of anyspecial audits or “cold comfort” letters required by or incident to suchperformance and compliance.  “SellingExpenses” means all underwriting fees, discounts and selling commissionsallocable to the sale of the Registrable Securities.

(b)             Expenses.  Linn Energy will pay all reasonableRegistration Expenses as determined in good faith, including, in the case of anUnderwritten Offering, whether or not any sale is made pursuant to suchUnderwritten Offering.  In addition,except as otherwise provided in Section 2.08 hereof, Linn Energy shall not beresponsible for legal fees incurred by Holders in 

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connection with the exercise of such Holders’ rightshereunder.  Each Selling Holder shall payall Selling Expenses in connection with any sale of its Registrable Securitieshereunder.

Section 2.08           Indemnification.

(a)           By Linn Energy.  In the event of an offering of anyRegistrable Securities under the Securities Act pursuant to this Agreement,Linn Energy will indemnify and hold harmless each Selling Holder thereunder,its directors and officers, and each underwriter, pursuant to the applicableunderwriting agreement with such underwriter, of Registrable Securitiesthereunder and each Person, if any, who controls such Selling Holder orunderwriter within the meaning of the Securities Act and the Exchange Act, andits directors and officers, against any losses, claims, damages, expenses orliabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”),joint or several, to which such Selling Holder, director, officer, underwriteror controlling Person may become subject under the Securities Act, the ExchangeAct or otherwise, insofar as such Losses (or actions or proceedings, whethercommenced or threatened, in respect thereof) arise out of or are based upon anyuntrue statement or alleged untrue statement of any material fact contained inthe Registration Statement or any other registration statement contemplated bythis Agreement, any preliminary prospectus, free writing prospectus or finalprospectus contained therein, or any amendment or supplement thereof, or ariseout of or are based upon the omission or alleged omission to state therein amaterial fact required to be stated therein or necessary to make the statementstherein (in the case of a prospectus, in light of the circumstances under whichthey were made) not misleading, and will reimburse each such Selling Holder,its directors and officers, each such underwriter and each such controlling Personfor any legal or other expenses reasonably incurred by them in connection withinvestigating or defending any such Loss or actions or proceedings; *provided*, *however*, thatLinn Energy will not be liable in any such case if and to the extent that any suchLoss arises out of or is based upon an untrue statement or alleged untruestatement or omission or alleged omission so made in strict conformity withinformation furnished by such Selling Holder, its directors or officers or anyunderwriter or controlling Person in writing specifically for use in theRegistration Statement or such other registration statement, or prospectussupplement, as applicable.  Suchindemnity shall remain in full force and effect regardless of any investigationmade by or on behalf of such Selling Holder or any such Selling Holder, itsdirectors or officers or any underwriter or controlling Person, and shallsurvive the transfer of such securities by such Selling Holder.

(b)           By Each SellingHolder.  Each Selling Holder agreesseverally and not jointly to indemnify and hold harmless Linn Energy, itsdirectors and officers, and each Person, if any, who controls Linn Energywithin the meaning of the Securities Act or of the Exchange Act, and itsdirectors and officers, to the same extent as the foregoing indemnity from LinnEnergy to the Selling Holders, but only with respect to information regardingsuch Selling Holder furnished in writing by or on behalf of such Selling Holderexpressly for inclusion in the Registration Statement or any preliminaryprospectus or final prospectus included therein, or any amendment or supplementthereto; *provided*, *however*,that the liability of each Selling Holder shall not be greater in amount thanthe dollar amount of the proceeds (net of any Selling Expenses) received bysuch Selling Holder from the sale of the Registrable Securities giving rise tosuch indemnification.

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(c)           Notice.  Promptly after receipt by an indemnifiedparty hereunder of notice of the commencement of any action, such indemnified partyshall, if a claim in respect thereof is to be made against the indemnifyingparty hereunder, notify the indemnifying party in writing thereof, but theomission so to notify the indemnifying party shall not relieve it from anyliability which it may have to any indemnified party other than under thisSection 2.08.  In any action broughtagainst any indemnified party, it shall notify the indemnifying party of thecommencement thereof.  The indemnifyingparty shall be entitled to participate in and, to the extent it shall wish, toassume and undertake the defense thereof with counsel reasonably satisfactoryto such indemnified party and, after notice from the indemnifying party to suchindemnified party of its election so to assume and undertake the defensethereof, the indemnifying party shall not be liable to such indemnified partyunder this Section 2.08 for any legal expenses subsequently incurred by suchindemnified party in connection with the defense thereof other than reasonablecosts of investigation and of liaison with counsel so selected; *provided*, *however*, that,(i) if the indemnifying party has failed to assume the defense or employcounsel reasonably acceptable to the indemnified party or (ii) if thedefendants in any such action include both the indemnified party and theindemnifying party and counsel to the indemnified party shall have concludedthat there may be reasonable defenses available to the indemnified party thatare different from or additional to those available to the indemnifying party,or if the interests of the indemnified party reasonably may be deemed toconflict with the interests of the indemnifying party, then the indemnifiedparty shall have the right to select a separate counsel and to assume suchlegal defense and otherwise to participate in the defense of such action, withthe reasonable expenses and fees of such separate counsel and other reasonableexpenses related to such participation to be reimbursed by the indemnifyingparty as incurred.  Notwithstanding anyother provision of this Agreement, no indemnified party shall settle any actionbrought against it with respect to which it is entitled to indemnificationhereunder without the consent of the indemnifying party, unless the settlementthereof imposes no liability or obligation on, and includes a complete andunconditional release from all liability of, the indemnifying party.

(d)           Contribution.  If the indemnification provided for in thisSection 2.08 is held by a court or government agency of competent jurisdictionto be unavailable to any indemnified party or is insufficient to hold themharmless in respect of any Losses, then each such indemnifying party, in lieuof indemnifying such indemnified party, shall contribute to the amount paid orpayable by such indemnified party as a result of such Loss in such proportionas is appropriate to reflect the relative fault of the indemnifying party onthe one hand and of such indemnified party on the other in connection with thestatements or omissions which resulted in such Losses, as well as any otherrelevant equitable considerations; *provided*, *however*, that in no event shall such Selling Holder berequired to contribute an aggregate amount in excess of the dollar amount ofproceeds (net of Selling Expenses) received by such Selling Holder from thesale of Registrable Securities giving rise to such indemnification.  The relative fault of the indemnifying partyon the one hand and the indemnified party on the other shall be determined byreference to, among other things, whether the untrue or alleged untruestatement of a material fact or the omission or alleged omission to state amaterial fact has been made by, or relates to, information supplied by suchparty, and the parties’ relative intent, knowledge, access to information andopportunity to correct or prevent such statement or omission.  The parties hereto agree that it would not bejust and equitable if contributions pursuant to this paragraph were to bedetermined by pro rata allocation or by any other method of allocation whichdoes not take account of the equitable considerations referred to herein.  The amount paid by an indemnified 

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party as a result of the Losses referred to in thefirst sentence of this paragraph shall be deemed to include any legal and otherexpenses reasonably incurred by such indemnified party in connection withinvestigating or defending any Loss which is the subject of thisparagraph.  No person guilty offraudulent misrepresentation (within the meaning of Section 11(f) of theSecurities Act) shall be entitled to contribution from any Person who is notguilty of such fraudulent misrepresentation.

(e)           OtherIndemnification.  The provisions ofthis Section 2.08 shall be in addition to any other rights to indemnificationor contribution which an indemnified party may have pursuant to law, equity,contract or otherwise.

Section 2.09           Rule 144 Reporting.  With a view to making available the benefitsof certain rules and regulations of the Commission that may permit the sale ofthe Registrable Securities to the public without registration, Linn Energyagrees to use its commercially reasonable efforts to:

(a)           make and keep publicinformation regarding Linn Energy available, as those terms are understood anddefined in Rule 144 under the Securities Act, at all times from and after thedate hereof;

(b)           file with theCommission in a timely manner all reports and other documents required of LinnEnergy under the Securities Act and the Exchange Act at all times from andafter the date hereof; and

(c)           so long as a Holderowns any Registrable Securities, furnish, unless otherwise not available at nocharge by access electronically to the Commission’s EDGAR filing system, tosuch Holder forthwith upon request a copy of the most recent annual orquarterly report of Linn Energy, and such other reports and documents so filedas such Holder may reasonably request in availing itself of any rule orregulation of the Commission allowing such Holder to sell any such securitieswithout registration.

Section 2.10           Transfer orAssignment of Registration Rights. The rights to cause Linn Energy to register Registrable Securitiesgranted to the Purchasers by Linn Energy under this Article II may betransferred or assigned by any Purchaser to one or more transferee(s) or assignee(s)of such Registrable Securities or in connection with entering into a totalreturn swap to the swap counterparty; *provided*, *however*, that, except with respect to a total return swap,(a) unless such transferee is an Affiliate of such Purchaser, each suchtransferee or assignee holds Registrable Securities representing at least $40million of the Purchased Class D Units and the Purchased Units, based on theCommitment Amounts, (b) Linn Energy is given written notice prior to any saidtransfer or assignment, stating the name and address of each such transfereeand identifying the securities with respect to which such registration rightsare being transferred or assigned, and (c) each such transferee assumes inwriting responsibility for its portion of the obligations of such Purchaserunder this Agreement.

Section 2.11           Limitation onSubsequent Registration Rights.  Fromand after the date hereof, Linn Energy shall not, without the prior writtenconsent of the Holders of a majority of the outstanding Registrable Securities,(i) enter into any agreement with any current or future 

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holder of any securities of Linn Energy that wouldallow such current or future holder to require Linn Energy to includesecurities in any registration statement filed by Linn Energy on a basis thatis superior in any way to the piggyback rights granted to the Purchasershereunder or (ii) grant registration rights to any other Person that would besuperior to the Purchasers’ registration rights hereunder.

**ARTICLE IIIMISCELLANEOUS**

Section 3.01           Communications.  All notices and other communications providedfor or permitted hereunder shall be made in writing by facsimile, electronicmail, courier service or personal delivery:

(a)           if to Purchaser, to theaddress set forth under that Purchaser’s signature block in accordance with theprovisions of this Section 3.01;

(b)           if to a transferee ofPurchaser, to such Holder at the address provided pursuant to Section 2.10hereof; and

(c)           if to Linn Energy, at600 Travis, Suite 6910, Houston, Texas 77002 (facsimile: 713.223.0888), noticeof which is given in accordance with the provisions of this Section 3.01.

All such notices and communications shall be deemed tohave been received: at the time delivered by hand, if personally delivered;when receipt acknowledged, if sent via facsimile or electronic mail; and whenactually received, if sent by courier service or any other means.

Section 3.02           Successor andAssigns.  This Agreement shall inureto the benefit of and be binding upon the successors and assigns of each of theparties, including subsequent Holders of Registrable Securities to the extentpermitted herein.

Section 3.03           Aggregation ofPurchased Class D Units and Purchased Units.  All Purchased Class D Units and PurchasedUnits held or acquired by Persons who are Affiliates of one another shall beaggregated together for the purpose of determining the availability of anyrights under this Agreement.  

Section 3.04           Recapitalization,Exchanges, Etc. Affecting the Units. The provisions of this Agreement shall apply to the full extent setforth herein with respect to any and all units of Linn Energy or any successoror assign of Linn Energy (whether by merger, consolidation, sale of assets orotherwise) which may be issued in respect of, in exchange for or insubstitution of, the Registrable Securities, and shall be appropriatelyadjusted for combinations, unit splits, recapitalizations and the likeoccurring after the date of this Agreement.

Section 3.05           Specific Performance.  Damages in the event of breach of thisAgreement by a party hereto may be difficult, if not impossible, to ascertain,and it is therefore agreed that each such Person, in addition to and withoutlimiting any other remedy or right it may have, will have the right to an injunctionor other equitable relief in any court of competent jurisdiction, enjoining anysuch breach, and enforcing specifically the terms and provisions hereof, andeach 

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of the parties hereto hereby waives any and alldefenses it may have on the ground of lack of jurisdiction or competence of thecourt to grant such an injunction or other equitable relief.  The existence of this right will not precludeany such Person from pursuing any other rights and remedies at law or in equitywhich such Person may have.

Section 3.06           Counterparts.  This Agreement may be executed in any numberof counterparts and by different parties hereto in separate counterparts, eachof which counterparts, when so executed and delivered, shall be deemed to be anoriginal and all of which counterparts, taken together, shall constitute butone and the same Agreement.

Section 3.07           Headings.  The headings in this Agreement are forconvenience of reference only and shall not limit or otherwise affect themeaning hereof.

Section 3.08           Governing Law.  The Laws of the State of New York shallgovern this Agreement without regard to principles of conflict of Laws.

Section 3.09           Severability ofProvisions.  Any provision of thisAgreement which is prohibited or unenforceable in any jurisdiction shall, as tosuch jurisdiction, be ineffective to the extent of such prohibition orunenforceability without invalidating the remaining provisions hereof oraffecting or impairing the validity or enforceability of such provision in anyother jurisdiction.

Section 3.10           Entire Agreement.  This Agreement is intended by the parties asa final expression of their agreement and intended to be a complete andexclusive statement of the agreement and understanding of the parties hereto inrespect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, otherthan those set forth or referred to herein with respect to the rights grantedby Linn Energy set forth herein.  ThisAgreement, the Purchase Agreement and the Confidentiality Agreement pertainingto the sale of the Purchased Units and Purchased Class D Units supersede allprior agreements and understandings between the parties with respect to suchsubject matter.

Section 3.11           Amendment.  This Agreement may be amended only by meansof a written amendment signed by Linn Energy and the Holders of a majority ofthe then outstanding Registrable Securities; *provided*,*however*, that no such amendment shallmaterially and adversely affect the rights of any Holder hereunder without theconsent of such Holder.

Section 3.12           No Presumption.  If any claim is made by a party relating toany conflict, omission or ambiguity in this Agreement, no presumption or burdenof proof or persuasion shall be implied by virtue of the fact that this Agreementwas prepared by or at the request of a particular party or its counsel.

Section 3.13           Obligations Limitedto Parties to Agreement.  Each of the Parties hereto covenants,agrees and acknowledges that no Person other than the Purchasers (and their permittedassignees) and Linn Energy shall have any obligation hereunder and that,notwithstanding that one or more of the Purchasers may be a corporation,partnership or limited liability company, no recourse under this Agreement orthe Purchase Agreement or under any documents or instruments delivered inconnection herewith or therewith shall be had against any former, current orfuture director, officer, employee, agent, general or limited partner, manager,

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member, stockholder orAffiliate of any of the Purchasers or any former, current or future director,officer, employee, agent, general or limited partner, manager, member,stockholder or Affiliate of any of the foregoing, whether by the enforcement ofany assessment or by any legal or equitable proceeding, or by virtue of anyapplicable Law, it being expressly agreed and acknowledged that no personalliability whatsoever shall attach to, be imposed on or otherwise be incurred byany former, current or future director, officer, employee, agent, general orlimited partner, manager, member, stockholder or Affiliate of any of thePurchasers or any former, current or future director, officer, employee, agent,general or limited partner, manager, member, stockholder or Affiliate of any ofthe foregoing, as such, for any obligations of the Purchasers under thisAgreement or the Purchase Agreement or any documents or instruments deliveredin connection herewith or therewith or for any claim based on, in respect of orby reason of such obligation or its creation.

*[The remainder of this page isintentionally left blank]*

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IN WITNESS WHEREOF, the parties have executed thisAgreement as of the date first written above.
|        | **LINN ENERGY, LLC** |
|--------|----------------------|
|   |                 |   |
|   |                 |   |
|   |                 |   |
|   | By:                  |   |   |
|   |                 | Name: |
|   |                 | Title: |

 

[Signature Page to Registration Rights Agreement]

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**Exhibit D**

**VOTING AGREEMENT**

THIS VOTING AGREEMENT (this “Agreement”) datedas of June 29, 2007 is by and among Michael C. Linn, an individualprimarily residing in Pittsburgh, Pennsylvania (“Mr. Linn”), KoljaRockov, an individual residing in Houston, Texas (“Mr. Rockov”),Mark E. Ellis, an individual residing in Houston, Texas (“Mr. Ellis”),Lisa D. Anderson, an individual residing in Houston, Texas (“Ms. Anderson”),Charlene A. Ripley, an individual residing in Houston, Texas (“Ms. Ripley”)and Roland P. Keddie, an individual residing in Pittsburgh, Pennsylvania (“Mr.Keddie”).

WHEREAS, reference is made to the Class D Unit andUnit Purchase Agreement (the “Purchase Agreement”) relating to theproposed private placement to certain institutional investors of Class D Unitsand Units of Linn Energy, LLC (the “Company”); and

WHEREAS, reference is made to the Purchase Agreement,whereby the Company agreed to take all action necessary to convene a meeting ofits Unitholders to consider and vote upon the conversion of the Purchasers’Class D Units into Units (the “Conversion”) as soon as practicable, butin any event not later than 120 days following the Closing Date; and

WHEREAS, each of Mr. Linn, Mr. Rockov, Mr. Ellis, Ms.Anderson, Ms. Ripley and Mr. Keddie are beneficial owners of Units (“VotingUnits”) representing limited liability company interests in the Company,and each of them desires to set forth certain agreements and arrangementsrelated to the voting of such Voting Units in respect of the conversion of theClass D Units into Units.

NOW, THEREFORE, in consideration of the premises andthe covenants and agreements contained herein, and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,and intending to be legally bound hereby, the parties hereby agree as follows:

1.             Effectiveness.  The provisions of this Agreement shall beeffective upon the date first written above.

2.             Definitions.  Capitalized terms used herein withoutdefinition shall have the meanings given to them in the Purchase Agreement.

3.             Agreementto Vote.  At any meeting of theUnitholders convened to consider and vote upon the Conversion, each of Mr.Linn, Mr. Rockov, Mr. Ellis, Ms. Anderson, Ms. Ripley and Mr. Keddieunconditionally and irrevocably agrees to vote all of the Units beneficiallyowned by such person on the record date fixed by the Company’s Board ofDirectors for any such meeting in favor of the conversion of the Class D Unitsinto Units.

4.             AdditionalCovenants.  As applicable, theparties shall cause their respective officers, employees and agents to take allrequisite action requested by the Company or the Purchasers to carry out theirobligations under this Agreement.

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5.             SpecificEnforcement.  It is agreed andunderstood that monetary damages would not adequately compensate an injuredparty for the breach of this Agreement by any party, that this Agreement shallbe specifically enforceable, and that any breach or threatened breach of thisAgreement shall be the proper subject of a temporary or permanent injunction orrestraining order without a requirement of posting bond.  Further, each party hereto waives any claimor defense that there is an adequate remedy at law for such breach or threatenedbreach.

6.             Representationsand Warranties.  Each of Mr. Linn,Mr. Rockov, Mr. Ellis, Ms. Anderson, Ms. Ripley and Mr. Keddie herebyrepresents and warrants with respect to itself, on and as of the date of thisAgreement, as follows:

(a)           Ithas full right, power and authority to vote the Voting Units, held of record byit, in the manner contemplated herein.

(b)           Ithas all requisite power and authority to enter into and perform its obligationsunder this Agreement.  The execution,delivery and performance of this Agreement have been duly authorized by allnecessary action on the part of such party. This Agreement has been duly executed and delivered by such party.

(c)           Theexecution, delivery and performance of this Agreement will not, with or withoutthe giving of notice or the passage of time, (i) violate any judgment,injunction, order or decree of any court, arbitrator or governmental agencyapplicable to such party, or (ii) conflict with, result in the breach of anyprovision of, constitute a default under, or require the consent or approval ofany third party under, any agreement or instrument to which such party is aparty or by which such party is bound.

7.             Covenants.

(a)           Untilthe termination of this Agreement, such party will not enter into anytransaction, take any action or by inaction permit any event to occur thatwould result in any of the representations or warranties of such party hereincontained not being true and correct or that would prevent or otherwiserestrict such party from performing its obligations under this Agreement.  None of the parties to this Agreement shallbe subject to any restrictions on transfer as a result of entering into thisAgreement, except that in any transfer pursuant to a private sale of all or anyportion of any such party’s Units such transferee shall agree in writing to bebound by the terms of this Agreement.

(b)           Suchparty shall execute and deliver any additional documents reasonably necessaryor desirable to evidence the agreement to vote granted herein with respect tothe Voting Units or otherwise implement and effect the provisions of thisAgreement.

8.             ThirdParty Beneficiaries.  Each of Mr.Linn, Mr. Rockov, Mr. Ellis, Ms. Anderson, Ms. Ripley and Mr. Keddieacknowledges that the beneficiaries of the terms of this Agreement are thePurchasers who purchase Class D Units pursuant to the Purchase Agreement.  Each of Mr. Linn, Mr. Rockov, Mr. Ellis, Ms.Anderson, Ms. Ripley and Mr. Keddie acknowledges further and agrees that suchPurchasers shall have the right to enforce this Agreement.  Nothing in this Agreement shall be construedto impose any personal liability on 

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any officer, employee,director, incorporator, member, manager, partner or stockholder of any party orany of its affiliates.

9.             Captions.  The captions and headings used in thisAgreement are for convenience only and do not in any way limit or amplify theterms and provisions hereof.

10.           Mannerof Voting.  The voting of the Unitsowned by Mr. Linn, Mr. Rockov, Mr. Ellis, Ms. Anderson, Ms. Ripley and Mr.Keddie may be effected in person, by proxy, by written consent, or in any othermanner permitted by applicable law.

11.           Splits,Dividends, Etc.  If there shall beany issuance of voting securities hereafter to any of the parties hereto(including in connection with any split, dividend, recapitalization,reorganization, or the like), such securities shall become subject to thisAgreement.

12.           Amendments.  This Agreement may not be modified or amendedwithout: (i) the written consent of the Purchasers entitled to purchase amajority of the Purchased Units based on their Commitment Amounts and (ii) aninstrument or instruments in writing signed by each of Mr. Linn, Mr. Rockov,Mr. Ellis,  Ms. Anderson, Ms. Ripley andMr. Keddie.

13.           Notices.  All notices or other communications under thisAgreement shall be in writing and shall be given (and shall be deemed to havebeen duly given upon receipt) by delivery in person, by telecopy (withconfirmation of receipt), or by registered or certified mail, postage prepaid,return receipt requested, addressed to the notice address specified on theapplicable signature page to this Agreement.

14.           EntireAgreement.  This Agreement isintended to be the sole agreement of the parties as it relates to this subjectmatter.

15.           Severability.  If any provision of this Agreement shall beheld invalid, illegal or unenforceable, the validity, legality orenforceability of the other provisions of this Agreement shall not be affectedthereby, and there shall be deemed substituted for the provision at issue a valid,legal and enforceable provision as similar as possible to the provision atissue.

16.           GoverningLaw.  This Agreement shall begoverned by and construed under the laws of the State of Delaware, withoutreference to the principles of conflicts of law.

17.           Counterparts.  This Agreement may be executed incounterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument.

18.           NoPartnership, Agency or Joint Venture. This Agreement is intended to create, and creates, a contractualrelationship and is not intended to create, and does not create, any agency,partnership, joint venture or any like relationship among the parties hereto.

19.           Termination.  This Agreement shall (i) terminateautomatically following the satisfaction by the Company of its obligationsunder Section 5.01 of the Purchase Agreement and (ii) shall be deemed satisfiedin full and terminated upon the consummation of the Conversion.  In the event of termination of this Agreementpursuant to this Section 19, this Agreement shall 

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become void and of noeffect with no liability on the part of any party hereto; provided, however,no such termination shall relieve any party hereto from any liability for anybreach of this Agreement occurring prior to such termination.

***[Remainder of pageintentionally left blank]***

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IN WITNESS WHEREOF, the parties have executed thisVoting Agreement as of the day and year hereinabove first written.
| ** ** | ** **              |
|------------|-------------------------|
| ** ** | ** **              | ** ** |
| ** ** | **Michael C. Linn**     |
| ** ** | ** **              |
| ** ** | ** **              | ** ** |
| ** ** | **Kolja  Rockov**       |
| ** ** | ** **              |
| ** ** | ** **              | ** ** |
| ** ** | **Mark E.  Ellis**      |
| ** ** | ** **              |
| ** ** | ** **              | ** ** |
| ** ** | **Lisa D.  Anderson**   |
| ** ** | ** **              |
| ** ** | ** **              | ** ** |
| ** ** | **Charlene  A. Ripley** |
| ** ** | ** **              |
| ** ** | ** **              | ** ** |
| ** ** | **Roland  P. Keddie**   |

 

[Signature Page to Voting Agreement]

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**Exhibit E**

**LINN ENERGY, LLC**

**Officer’s Certificate**

Pursuant to Section 6.02(b) of the Class D Unit andUnit Purchase Agreement, dated as of June 29, 2007 (the “PurchaseAgreement”) by and among Linn Energy, LLC, a Delaware limited liabilitycompany (the “Company”), and each of the Purchasers named in Schedule2.01 to the Purchase Agreement relating to the issuance and sale by the Companyto the Purchasers of an aggregate of 12,999,989 Units representing limitedliability company interests in the Company and an aggregate of 34,997,005 ClassD Units representing limited liability company interests in the Company, theundersigned hereby certifies on behalf of the Company as follows:

(A)          TheCompany has performed and complied with the covenants and agreements containedin the Purchase Agreement that are required to be performed and complied withby the Company on or prior to the date hereof.

(B)           Therepresentations and warranties of the Company contained in the PurchaseAgreement that are qualified by materiality or Linn Energy Material AdverseEffect (as defined in the Purchase Agreement) are true and correct as of thedate of the Purchase Agreement and as of the date hereof and all otherrepresentations and warranties are true and correct in all material respects asof the date of the Purchase Agreement and as of the date hereof, except thatrepresentations made as of a specific date are true and correct as of such dateonly.

(C)           Sincethe date of the Purchase Agreement, no Linn Energy Material Adverse Effect (asdefined in the Purchase Agreement) has occurred and is continuing.

Dated: [•], 2007
|   | LINN ENERGY, LLC

  |
|--------|--------------------------|
|   |                     |   |
|   |                     |   |
|   | By:                      |   |   |
|   | Name:                    |   |
|   | Title:                   |   |

 

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**Exhibit F**

**PURCHASERS’**

**Officer’s Certificate**

Pursuant to Section 6.03(c) of the Class D Unit andUnit Purchase Agreement, dated as of June 29, 2007 (the “PurchaseAgreement”), by and among Linn Energy, LLC, a Delaware limited liabilitycompany (the “Company”), and each of the Purchasers named in Schedule2.01 to the Purchase Agreement relating to the issuance and sale by the Companyto the Purchasers of an aggregate of 12,999,989 Units representing limitedliability company interests in the Company and an aggregate of 34,997,005 ClassD Units representing limited liability company interests in the Company, eachof the undersigned hereby certifies solely on behalf of itself as follows:

(A)          SuchPurchaser has performed and complied with the covenants and agreementscontained in the Purchase Agreement that are required to be performed andcomplied with by such Purchaser on or prior to the date hereof.

(B)           Therepresentations and warranties of such Purchaser contained in the PurchaseAgreement that are qualified by materiality or Purchaser Material AdverseEffect (as defined in the Purchase Agreement) are true and correct as of thedate of the Purchase Agreement and as of the date hereof and all otherrepresentations and warranties are true and correct in all material respects asof the date of the Purchase Agreement and as of the date hereof, except thatrepresentations made as of a specific date are true and correct as of such dateonly.

(C)           Sincethe date of the Purchase Agreement, no Purchaser Material Adverse Effect (asdefined in the Purchase Agreement) has occurred and is continuing.

Dated: [•], 2007
|   | [PURCHASER] |
|--------|-------------|
|   |        |
|   |        |   |
|   | By:         |   |   |
|   |        | Name: |
|   |        | Title: |

 

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**Exhibit G**

**LINN ENERGY, LLC**

**SECRETARY’SCERTIFICATE**

**[•],2007**

Referenceis made to that certain Class D Unit and Unit Purchase Agreement, dated asof June 29, 2007, by and among Linn Energy, LLC, a Delaware limitedliability company (the “Company”) and the Purchasers party thereto (the “PurchaseAgreement”).  Terms that are definedin the Purchase Agreement and that are used but not defined herein have therespective meanings given to them in the Purchase Agreement.  I, Charlene A. Ripley, hereby certify that Iam the duly elected, qualified and acting Senior Vice President, GeneralCounsel and Secretary of the Company; and that as such I am familiar with thefacts herein certified and am authorized to certify the same and do furthercertify, in such capacity, that:

1.             Attached hereto as ExhibitA is a true, correct and complete copy of the Certificate of Formation ofthe Company (including all amendments, if any, thereto), certified by theSecretary of State of the State of Delaware, as in effect on May 31, 2005 andat all times thereafter to and including the date hereof.  No other amendments to such Certificate ofFormation have been authorized by the members or Board of Directors of theCompany and such Certificate of Formation is in full force and effect as of thedate hereof.

2.             No proceedings havebeen instituted or are pending, or, to the best of my knowledge, arecontemplated, for the dissolution or liquidation of the Company or that wouldthreaten its limited liability company existence or forfeit its limitedliability company rights or franchises.

3.             Attached hereto as ExhibitB is a true, correct and complete copy of the Second Amended and RestatedLimited Liability Company Agreement of the Company, dated as of January 19,2006, as amended by Amendment No. 1 to the Second Amended and Restated LimitedLiability Company Agreement of the Company, dated as of October 24, 2006 andAmendment No. 2 to the Second Amended and Restated Limited Liability CompanyAgreement of the Company, dated as of February 1, 2007 (“LLC Agreement”),as in effect on the date hereof.  The LLCAgreement has not otherwise been amended or rescinded and remains in full forceand effect as of the date hereof

4.             Attached hereto as ExhibitC is a true, correct and complete copy of resolutions duly and validlyadopted by the Board of Directors of the Company at a meeting on June 21,2007, a copy of which has been duly filed with the minutes of the proceedingsof such Board of Directors.  Such resolutionshave not been modified, amended, rescinded or revoked, and the same are in fullforce and effect on the date hereof and are within the power of the Board ofDirectors to pass as provided in the LLC Agreement of the Company.

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5.             Thefollowing persons are duly elected or appointed and acting officers of theCompany, holding the respective offices set forth opposite their names below,and the signatures set forth opposite their names below are their true andgenuine signatures:

| Name                | ** ** | **Office**                                                         | ** ** | **Specimen Signature** |
|---------------------|------------|--------------------------------------------------------------------|------------|------------------------|
| ** **          | ** ** | ** **                                                         | ** ** | ** **             |
| Michael C. Linn     |       | Chairman, President   and Chief Executive   Officer                |       |                   |
|                |
|                |
|                |
| Charlene A.  Ripley |       | Senior Vice President,   General Counsel and   Corporate Secretary |       |                   |
|                |
|                |
|                |
| Kolja Rockov        |       | Executive Vice   President and Chief   Financial Officer           |       |                   |
|                |
|                |

 

6.             Eachof the foregoing officers and the undersigned is authorized pursuant to theresolutions attached hereto, as officers of the Company, to execute anddeliver, for and on behalf of the Company, the Purchase Agreement, theRegistration Rights Agreement and all certificates, notices, communications andother documents required or permitted to be given by or on behalf of theCompany in connection with the transactions contemplated thereby.

7.             Thiscertificate and the specimen signatures contained herein may be executed in oneor more counterparts, none of which need contain the signatures of all persons,each of which shall be deemed an original, and all of which together shallconstitute one and the same instrument.

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IN WITNESSWHEREOF, the undersigned has executed this certificate as of the date first setforth above.
|        | LINN ENERGY, LLC |
|--------|------------------|
|   |             |
|   |             |
|   | By:              |   |   |
|   |             | Charlene A. Ripley |
|   |             | Senior Vice President, General Counsel |
|   |             | and Corporate Secretary |

 

I,Kolja Rockov, Executive Vice President and Chief Financial Officer of theCompany, hereby certify that the signature of Charlene A. Ripley set forthabove is a true, correct and genuine signature of such person, and that suchperson is the duly elected or appointed, qualified and acting Senior VicePresident, General Counsel and Corporate Secretary of the Company.
|   |                         |   |
|--------|------------------------------|--------|
|   | Kolja Rockov                 |
|   | Executive Vice President and |
|   | Chief Financial Officer      |

 

[Signature Page toLinn Energy, LLC Secretary’s Certificate]

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EXHIBIT “A”

CERTIFICATE OFFORMATION

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EXHIBIT “B”

SECOND AMENDED ANDRESTATED

LIMITED LIABILITY COMPANYAGREEMENT

AND

AMENDMENT NO. 1 TO  SECOND AMENDED

AND RESTATED LIMITEDLIABILITY COMPANY AGREEMENT

AND

AMENDMENT NO. 2 TO  SECOND AMENDED

AND RESTATEDLIMITED LIABILITY COMPANY AGREEMENT

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EXHIBIT “C”

RESOLUTIONS

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**Exhibit H**

**[Dominion AcquisitionAgreement]**

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