HAD
ACCESS TO INFORMATION REGARDING THE STALLION ACQUISITION AND ITS POTENTIAL
EFFECT ON LINN'S OPERATIONS AND FINANCIAL RESULTS AND (C) BEEN PROVIDED A
REASONABLE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM
REPRESENTATIVES OF LINN REGARDING SUCH MATTERS.
SECTION 4.06.
RESTRICTED SECURITIES.
SUCH PURCHASER UNDERSTANDS THAT
THE PURCHASED CLASS C 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 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 C UNITS OR THE PURCHASED UNITS OR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
LINN 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 FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS OR LIABILITIES FOR
BROKER'S, 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 C 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 C UNITS AND THE PURCHASED UNITS AND THE
CERTIFICATES EVIDENCING THE UNITS ISSUABLE UPON CONVERSION OF THE PURCHASED
CLASS C 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
THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE
144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY
SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER
SUCH ACT."
SECTION 4.09.
NO SIDE AGREEMENTS.
EXCEPT FOR THE CONFIDENTIALITY
AGREEMENTS ENTERED INTO BY AND BETWEEN SUCH PURCHASER AND LINN, THERE ARE NO
OTHER AGREEMENTS BY, AMONG OR BETWEEN LINN OR ITS AFFILIATES, ON THE ONE HAND,
AND SUCH PURCHASER OR ITS AFFILIATES, ON THE OTHER HAND, WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED HEREBY NOR PROMISES OR INDUCEMENTS FOR FUTURE
TRANSACTIONS BETWEEN OR AMONG ANY OF SUCH PARTIES.
NOTWITHSTANDING THE
FOREGOING, WITH RESPECT TO GOLDMAN, SACHS & CO., THE REPRESENTATION MADE IN THIS
SECTION 4.09 IS MADE ONLY BY THE GOLDMAN SACHS PRINCIPAL STRATEGIES
15
GROUP, AS CURRENTLY CONFIGURED, AND DOES NOT APPLY TO GOLDMAN, SACHS