NATURE OF PURCHASER.
SUCH PURCHASER REPRESENTS 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 D PROMULGATED
BY THE COMMISSION PURSUANT TO THE SECURITIES ACT AND (B) BY REASON OF ITS
BUSINESS AND FINANCIAL EXPERIENCE IT HAS SUCH KNOWLEDGE, SOPHISTICATION AND
EXPERIENCE IN BUSINESS AND FINANCIAL MATTERS SO AS TO BE CAPABLE OF EVALUATING
THE MERITS AND RISKS OF THE PROSPECTIVE INVESTMENT IN THE PURCHASED CLASS D
UNITS AND THE PURCHASED UNITS, IS ABLE TO BEAR THE ECONOMIC RISK OF SUCH
INVESTMENT AND, AT THE PRESENT TIME, WOULD BE ABLE TO AFFORD A COMPLETE LOSS OF
SUCH INVESTMENT.
SECTION 4.05.
RECEIPT OF INFORMATION; AUTHORIZATION.
SUCH PURCHASER
ACKNOWLEDGES THAT IT HAS (A) HAD ACCESS TO THE LINN ENERGY SEC DOCUMENTS, (B)
HAD ACCESS TO INFORMATION REGARDING THE DOMINION ACQUISITION AND ITS POTENTIAL
EFFECT ON LINN ENERGY'S OPERATIONS AND FINANCIAL RESULTS AND (C) BEEN PROVIDED A
REASONABLE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM
REPRESENTATIVES OF LINN ENERGY REGARDING SUCH MATTERS.
SECTION 4.06.
RESTRICTED SECURITIES.
SUCH PURCHASER UNDERSTANDS THAT
THE PURCHASED CLASS D UNITS AND THE PURCHASED UNITS IT IS PURCHASING ARE
CHARACTERIZED AS "RESTRICTED SECURITIES" UNDER THE FEDERAL SECURITIES LAWS
INASMUCH AS THEY ARE BEING ACQUIRED FROM LINN ENERGY IN A TRANSACTION NOT
INVOLVING A PUBLIC OFFERING AND THAT UNDER SUCH LAWS AND APPLICABLE REGULATIONS
SUCH SECURITIES MAY BE RESOLD WITHOUT REGISTRATION UNDER THE SECURITIES ACT ONLY
IN CERTAIN LIMITED CIRCUMSTANCES.
IN THIS CONNECTION, PURCHASER REPRESENTS THAT
IT IS KNOWLEDGEABLE WITH RESPECT TO RULE 144 OF THE COMMISSION PROMULGATED UNDER
THE SECURITIES ACT.
SECTION 4.07.
CERTAIN FEES.
NO FEES OR COMMISSIONS WILL BE PAYABLE BY
SUCH PURCHASER TO BROKERS, FINDERS OR INVESTMENT BANKERS WITH RESPECT TO THE
SALE OF ANY OF THE PURCHASED CLASS D UNITS OR THE PURCHASED UNITS OR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
LINN ENERGY
WILL NOT BE LIABLE FOR ANY SUCH FEES OR COMMISSIONS.
SUCH PURCHASER AGREES,
SEVERALLY AND NOT JOINTLY WITH THE OTHER PURCHASERS, THAT IT WILL INDEMNIFY AND
HOLD HARMLESS LINN ENERGY FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS OR
LIABILITIES FOR BROKER'S,
15
FINDER'S, PLACEMENT OR OTHER SIMILAR FEES OR COMMISSIONS INCURRED BY SUCH
PURCHASER OR ALLEGED TO HAVE BEEN INCURRED BY SUCH PURCHASER IN CONNECTION WITH
THE PURCHASE OF PURCHASED CLASS D UNITS OR PURCHASED UNITS OR THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
SECTION 4.08.
LEGEND.
IT IS UNDERSTOOD THAT THE CERTIFICATES
EVIDENCING THE PURCHASED CLASS D UNITS AND THE PURCHASED UNITS AND THE
CERTIFICATES EVIDENCING THE UNITS ISSUABLE UPON CONVERSION OF THE PURCHASED
CLASS D UNITS INITIALLY WILL BEAR THE FOLLOWING LEGEND: "THESE SECURITIES HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
THESE
SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES
UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN