Common use of Units; Initial Capitalization; Schedule of Members Clause in Contracts

Units; Initial Capitalization; Schedule of Members. (a) Each Member’s Interest in the Company shall be represented by Units of limited liability company interest (each, a “Unit”). Except as otherwise provided in this Agreement, the Exchange Agreement or the Tax Receivable Agreement, all Units shall have identical rights and privileges in all respects. (b) At the closing of the IPO after giving effect to the transactions described in Section 3.2 below, the Company shall have three classes of Units: Class A Units, all of which shall be held by HLI, and Class B and Class C Units, all of which shall be held by the other Members. (c) No Unit shall have any right to vote on any matter except as expressly provided for in Sections 12.2 and 13.1 of this Operating Agreement, required by the Act, or as expressly specified in any amendment hereto. Unless otherwise expressly provided for in this Operating Agreement or in any amendment hereto, all interests having a right to vote on any matter shall vote as a single class, and each Unit shall have one vote on each such matter. (d) Each Class B Unit shall be associated with and stapled to one share of HLI’s Class B Common Stock, par value $0.001 per share. Upon any acquisition of Class B Units, each Member acquiring such Units shall purchase from HLI, concurrently with the acquisition of Class B Units, one share of HLI Class B Common Stock for the consideration of $0.001 per share for each Class B Unit held. Upon any surrender, redemption or conversion of any such Class B Unit, the holder thereof shall concurrently surrender to HLI the associated Class B Common Share in exchange for payment by HLI of the par value thereof. (e) Each Member’s Interest shall be personal property for all purposes. (f) The aggregate number of outstanding Units and the aggregate amount of cash Capital Contributions that have been made by the Members and the Fair Market Value of Capital Contributions in the form of any property other than cash contributed by the Members with respect to the Units (including, if applicable, a description and the amount of any liability assumed by the Company in connection with a contribution of cash or property in respect of Units or to which contributed property is subject) shall be set forth on a schedule maintained by the Company. The Company shall also maintain a schedule setting forth (i) the name and address of each Member, (ii) the number and class of Units owned by that Member, and (iii) with respect to each Transfer permitted under this Agreement, the date of the Transfer, the number of Units Transferred and the identity of the Transferor and Transferee(s) of them (such schedule, the “Schedule of Members”). The Schedule of Members shall be the definitive record of ownership of each Unit or other Capital Stock of the Company and all relevant information with respect to each Member. The Company shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units or other Capital Stock of the Company for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units or other Capital Stock of the Company on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Act.

Units; Initial Capitalization; Schedule of Members. (a) Each Member’s Interest in the Company shall be represented by Units of limited liability company interest (each, a “Unit”). Except as otherwise provided in this Agreement, the Exchange Agreement or the Tax Receivable Agreement, all Units shall have identical rights and privileges in all respects. (b) At the closing of the IPO after giving effect to the transactions described in Section 3.2 below, the Company shall have three classes of Units: Class A Units, all of which shall be held by HLI, and Class B and Class C Units, all of which shall be held by the other Members. (c) No Unit shall have any right to vote on any matter except as expressly provided for in Sections 12.2 and 13.1 of this Operating Agreement, required by the Act, or as expressly specified in any amendment hereto. Unless otherwise expressly provided for in this Operating Agreement or in any amendment hereto, all interests having a right to vote on any matter shall vote as a single class, and each Unit shall have one vote on each such matter. (d) Each Class B Unit shall be associated with and stapled to one share of HLI’s Class B Common Stock, par value $0.001 per share. Upon any acquisition of Class B Units, each Member acquiring such Units shall purchase from HLI, concurrently with the acquisition of Class B Units, one share of HLI Class B Common Stock for the consideration of $0.001 per share for each Class B Unit heldacquired. Upon any surrender, redemption or conversion of any such Class B Unit, the holder thereof shall concurrently surrender to HLI the associated Class B Common Share in exchange for payment by HLI of the par value thereof. (e) Each Member’s Interest shall be personal property for all purposes. (f) The aggregate number of outstanding Units and the aggregate amount of cash Capital Contributions that have been made by the Members and the Fair Market Value of Capital Contributions in the form of any property other than cash contributed by the Members with respect to the Units (including, if applicable, a description and the amount of any liability assumed by the Company in connection with a contribution of cash or property in respect of Units or to which contributed property is subject) shall be set forth on a schedule maintained by the Company. The Company shall also maintain a schedule setting forth (i) the name and address of each Member, (ii) the number and class of Units owned by that Member, and (iii) with respect to each Transfer permitted under this Agreement, the date of the Transfer, the number of Units Transferred and the identity of the Transferor and Transferee(s) of them (such schedule, the “Schedule of Members”). The Schedule of Members shall be the definitive record of ownership of each Unit or other Capital Stock of the Company and all relevant information with respect to each Member. The Company shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units or other Capital Stock of the Company for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units or other Capital Stock of the Company on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Act.

Units; Initial Capitalization; Schedule of Members. (a) Each Member’s Interest in the Company shall be represented by Units of limited liability company interest (each, a “Unit”). Except as otherwise provided in this - 15 - Agreement, the Exchange Agreement or the Tax Receivable Agreement, all Units shall have identical rights and privileges in all respects. (b) At the closing of the IPO after giving effect to the transactions described in Section 3.2 below, the Company shall have three classes of Units: Class A Units, all of which shall be held by HLI, and Class B and Class C Units, all of which shall be held by the other Members. (c) No Unit shall have any right to vote on any matter except as expressly provided for in Sections 12.2 and 13.1 of this Operating Agreement, required by the Act, or as expressly specified in any amendment hereto. Unless otherwise expressly provided for in this Operating Agreement or in any amendment hereto, all interests having a right to vote on any matter shall vote as a single class, and each Unit shall have one vote on each such matter. (d) Each Class B Unit shall be associated with and stapled to one share of HLI’s Class B Common Stock, par value $0.001 per share. Upon any acquisition of Class B Units, each Member acquiring such Units shall purchase from HLI, concurrently with the acquisition of Class B Units, one share of HLI Class B Common Stock for the consideration of $0.001 per share for each Class B Unit heldacquired. Upon any surrender, redemption or conversion of any such Class B Unit, the holder thereof shall concurrently surrender to HLI the associated Class B Common Share in exchange for payment by HLI of the par value thereof. (e) Each Member’s Interest shall be personal property for all purposes. (f) The aggregate number of outstanding Units and the aggregate amount of cash Capital Contributions that have been made by the Members and the Fair Market Value of Capital Contributions in the form of any property other than cash contributed by the Members with respect to the Units (including, if applicable, a description and the amount of any liability assumed by the Company in connection with a contribution of cash or property in respect of Units or to which contributed property is subject) shall be set forth on a schedule maintained by the Company. The Company shall also maintain a schedule setting forth (i) the name and address of each Member, (ii) the number and class of Units owned by that Member, and (iii) with respect to each Transfer permitted under this Agreement, the date of the Transfer, the number of Units Transferred and the identity of the Transferor and Transferee(s) of them (such schedule, the “Schedule of Members”). The Schedule of Members shall be the definitive record of ownership of each Unit or other Capital Stock of the Company and all relevant information with respect to each Member. The Company shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units or other Capital Stock of the Company for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units or other Capital Stock of the Company on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Act.

Units; Initial Capitalization; Schedule of Members. (a) Each Member’s Interest interest in the Company Company, including such Member’s interest, if any, in the capital, income, gains, losses, deductions and expenses of the Company, shall be represented by Units of limited liability company interest (each, a “Unit”). Except The Company shall have two authorized classes of Units designated as otherwise provided in this AgreementClass A Units (the “Class A Units”) and Class B Units (the “Class B Units”), the Exchange Agreement or the Tax Receivable Agreement, all respectively. The Class A Units shall have identical rights one vote per Unit. The Class B Units shall have no voting rights. The Company shall have the authority to issue an unlimited number of Class A Units and privileges up to 32,500 Class B Units. All Class A Units shall be held by Linn Holdco II. As of the Effective Date, no Class B Units have been issued. All Class B Units shall be convertible into shares of Common Stock in all respectsaccordance with the terms of Section 9.15, the Incentive Plan, the applicable Award Agreement, and the Conversion Procedures. (b) At the closing of the IPO after giving effect to the transactions described in Section 3.2 below, the Company shall have three classes of Units: Class A Units, all of which shall be held by HLI, and Class B and Class C Units, all of which shall be held by the other Members. (c) No Unit shall have any right to vote on any matter except as expressly provided for in Sections 12.2 and 13.1 of this Operating Agreement, required by the Act, or as expressly specified in any amendment hereto. Unless otherwise expressly provided for in this Operating Agreement or in any amendment hereto, all interests having a right to vote on any matter shall vote as a single class, and each Unit shall have one vote on each such matter. (d) Each Class B Unit shall be associated with and stapled to one share of HLI’s Class B Common Stock, par value $0.001 per share. Upon any acquisition of Class B Units, each Member acquiring such Units shall purchase from HLI, concurrently with the acquisition of Class B Units, one share of HLI Class B Common Stock for the consideration of $0.001 per share for each Class B Unit held. Upon any surrender, redemption or conversion of any such Class B Unit, the holder thereof shall concurrently surrender to HLI the associated Class B Common Share in exchange for payment by HLI of the par value thereof. (e) Each Member’s Interest shall be personal property for all purposes. (f) The aggregate number of outstanding Units and Units, the aggregate amount of cash Capital Contributions that have been made by the Members Members, and the Fair Market Value of Capital Contributions in the form of any property other than cash contributed by the Members with respect to the Units (including, if applicable, a description and the amount of any liability assumed by the Company in connection with a contribution of cash or property in respect of Units or to which contributed property is subject) shall be set forth on a schedule maintained by the CompanyCompany which schedule shall, for the avoidance of doubt, not be prepared in the first instance until Class B Units have been issued. The Company shall also maintain a schedule schedule, in the form attached hereto as Schedule I, setting forth (i) the name and address of each Member, (ii) the number and class of Units owned by that such Member, and (iii) with respect to each Transfer permitted under this Agreement, the date of the such Transfer, the number of Units Transferred transferred and the identity of the Transferor and Transferee(s) of them such Units (such schedule, the “Schedule of Members”). The Company shall update the Schedule of Members as promptly as reasonably practicable following receipt of written notice of the consummation of any Transfer permitted by the Agreement. (c) In the event of a dividend, split, recapitalization, reorganization, merger, consolidation, combination, exchange of all or any class of Units of the Company, liquidation, spin-off, or other change in organizational structure affecting the Units (including any conversion of the Company to a corporation, whether by merger, filing of a certificate of conversion or otherwise), the number and class of Units shall be appropriately adjusted for the definitive record benefit of ownership the Members by the Company at the direction of each the Board. (d) The Company may, in the discretion of the Board, issue one or more certificates to the Members to evidence the Units in the form attached as Exhibit B (a “Membership Certificate”). Each certificate representing a Unit shall (i) be signed on behalf of the Company by the Chief Executive Officer, President or other Capital Stock Secretary of the Company and all relevant information (ii) set forth the number of such Units represented thereby. In case the officer of the Company who has signed or whose facsimile signature has been placed on such Membership Certificate shall have ceased to be an officer of the Company before such Membership Certificate is issued, it may be issued by the Company with the same effect as if such person were an officer of the Company at the time of its issue. The Membership Certificate shall contain a legend with respect to each Memberany restrictions on transfer. (e) Each Unit in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Delaware (the “DEUCC”) (including Section 8-102(a)(15)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the DEUCC, such provision of Article 8 of the DEUCC shall be controlling. Each Membership Certificate evidencing Units shall bear the following legend: “This Certificate evidences a limited liability company interest in Blue Mountain Midstream LLC and shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Delaware (including Section 8-102(a)(15)), and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.” (f) The Company shall be entitled issue a new Membership Certificate in place of any Membership Certificate previously issued if the holder of the Units in the Company represented by such Membership Certificate, as reflected on the books and records of the Company: (i) makes proof by affidavit, in form and substance satisfactory to recognize the exclusive right Company, that such previously issued Membership Certificate has been lost, stolen or destroyed; (ii) requests the issuance of a Person registered on its records new Membership Certificate before the Company has notice that such previously issued Membership Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with such surety or sureties as the owner of Units or other Capital Stock Company may direct, to indemnify the Company against any claim that may be made on account of the Company for all purposes and shall not be bound to recognize any equitable alleged loss, destruction or other claim to or interest in Units or other Capital Stock theft of the Company on the part of previously issued Membership Certificate; and (iv) satisfies any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided reasonable requirements imposed by the ActCompany.