EX-4.1



 




Exhibit 4.1




Form of Linn Energy, LLC Unit Certificate




[Front Side of Certificate]




	 	 	 
	
    UNITS REPRESENTING

    MEMBERSHIP INTERESTS	 	
              UNITS
    REPRESENTING
          MEMBERSHIP
    INTERESTS
	 
	 	 	
    THIS CERTIFICATE IS TRANSFERABLE

    IN CANTON, MA, JERSEY CITY, NJ

    AND NEW YORK, NY
	 
	
    

    LINN ENERGY, LLC

    

    FORMED UNDER THE LAWS OF THE STATE OF DELAWARE
	 
	
    
    THIS CERTIFIES THAT

    	 	
    CUSIP

    SEE REVERSE SIDE FOR CERTAIN

    DEFINITIONS
	 
	
    
    is the owner of

    	 	 
	 
	
    

    UNITS REPRESENTING MEMBERSHIP INTERESTS IN




     
Linn Energy, LLC (hereinafter called the
“Company”), transferable on the books of the
Company in person or by duly authorized attorney, upon surrender
of this Certificate properly endorsed. This Certificate and the
units represented hereby are issued and shall be held subject to
all of the terms and provisions of the Second Amended and
Restated Limited Liability Company Agreement, as amended,
supplemented or restated from time to time (the “Company
Agreement”), of the Company (copies of which are on file
with the Company and with the Transfer Agent), to all of which
each holder, by acceptance hereof, assents. This Certificate is
not valid unless countersigned and registered by the Transfer
Agent and Registrar.



     
Witness the facsimile seal of the Company and the
facsimile signatures of its duly authorized officers.




	 	 	 	 	 
	 	 	
    DATED: <<Month Day, Year>>
	 
	
    
    President and Chief Executive Officer

    	 	
    COUNTERSIGNED AND REGISTERED

     COMPUTERSHARE TRUST COMPANY, N.A.

    TRANSFER AGENT AND REGISTRAR,
	 
	
    
    

    Secretary

    	 	
    By:	 	 
	 	 	 	 	 
	 	 	 	 	
    

    AUTHORIZED SIGNATURE








 




[Reverse Side of Certificate]




LINN ENERGY, LLC




THE HOLDER HEREOF, BY ACCEPTING THIS CERTIFICATE, IS DEEMED TO
HAVE (i) REQUESTED ADMISSION AS, AND AGREED TO BECOME A
MEMBER AND TO HAVE AGREED TO COMPLY WITH AND BE BOUND BY AND TO
HAVE EXECUTED THE COMPANY AGREEMENT, (ii) REPRESENTED AND
WARRANTED THAT THE HOLDER HAS ALL RIGHT, POWER AND AUTHORITY
AND, IF AN INDIVIDUAL, THE CAPACITY NECESSARY TO ENTER INTO THE
COMPANY AGREEMENT, (iii) GRANTED THE POWERS OF ATTORNEY
PROVIDED FOR IN THE COMPANY AGREEMENT AND (iv) MADE THE
WAIVERS AND GIVEN THE CONSENTS AND APPROVALS CONTAINED IN THE
COMPANY AGREEMENT.



     
The following abbreviations, when used in the inscription on the
face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:




	 	 	 	 	 	 	 	 	 	 	 
	
    
    TEN-COM —

    	 	
    as tenants in common	 	
    UNIF GIFT MIN ACT —	 	 	 	
    Custodian	 	 
	 	 	 	 	 	 	
      (Cust)	 	 	 	
    (Minor)
	
    
    TEN-ENT —

    	 	
    as tenants by the entireties	 	
    

    under Uniform Gifts to Minors Act
	 	 	 	 	 	 	 	 	 	 	
    (State)
	
    
    JT TEN —

    	 	
    as joint tenants with the right of	 	
    UNIF TRF MIN ACT	 	
    

    Custodian (until age   )
	 	 	
    Survivorship and not as tenants	 	 	 	
      (Cust)	 	 	 	
    (Minor)
	 	 	
    in common	 	
    

    under Uniform Transfers to Minors Act
	 	 	 	 	 	 	 	 	 	 	
    (State)
	
    

    Additional abbreviations may also be used though not in the
    above list.




     
THE BOARD OF DIRECTORS OF THE COMPANY MAY REQUIRE THE OWNER OF A
LOST OR DESTROYED UNIT CERTIFICATE, OR HIS LEGAL
REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND
ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE
MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION
OF ANY SUCH CERTIFICATE.



     
For value received,
                    
hereby sells, assigns and transfers unto (please insert social
security or other identifying number of assignee)




 





(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL
ZIP CODE, OF ASSIGNEE)




 





 





 





of the units represented by the within Certificate, subject to
the Company Agreement, and does hereby irrevocably constitute
and appoint
                                                                                                    
attorney-in-fact to
transfer the said units on the books of Linn Energy, LLC with
full power of substitution in the premises.




	 	 	 
	
    Dated:  
Signature:  
Signature:  
NOTICE:
    The Signature to this assignment must correspond with the name
    as written upon the face of the certificate, in every
    particular, without alteration or enlargement, or any change
    whatever.	 	
    Signature(s) Guaranteed: Medallion Guarantee Stamp

    THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
    INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations
    and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE
    GUARANTEE MEDALLION PROGRAM PURSUANT TO E.E.C. RULE 17Ad-15





NO TRANSFER OF THE UNITS EVIDENCED HEREBY WILL BE REGISTERED ON
THE BOOKS OF LINN ENERGY, LLC, UNLESS THE CERTIFICATE EVIDENCING
THE UNITS TO BE TRANSFERRED IS SURRENDERED FOR REGISTRATION OF
TRANSFER.