0001193125-12-426139 Sample Contracts

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LINNCO, LLC
Limited Liability Company Agreement • October 17th, 2012 • LinnCo LLC • Crude petroleum & natural gas • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LINNCO, LLC, dated as of October 17, 2012 is entered into by and effectuated by Linn Energy, LLC (“Linn Energy”), a Delaware limited liability company and the sole Member of LinnCo, LLC, a Delaware limited liability company (the “Company”).

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OMNIBUS AGREEMENT between LINN ENERGY, LLC and LINNCO, LLC
Omnibus Agreement • October 17th, 2012 • LinnCo LLC • Crude petroleum & natural gas

This OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein) by and between Linn Energy, LLC, a Delaware limited liability company (“Linn Energy”), and LinnCo, LLC, a Delaware limited liability company (“LinnCo”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

LINN ENERGY, LLC LONG-TERM INCENTIVE PLAN FORM OF EXECUTIVE OPTION AGREEMENT FOR SPECIAL INCENTIVE GRANT (ELLIS)
Executive Option Agreement • October 17th, 2012 • LinnCo LLC • Crude petroleum & natural gas

This option agreement (“Option Agreement”) is made and entered into effective as of October 11, 2012, (the “Grant Date”) by and between LINN ENERGY, LLC, a Delaware limited liability company (together with its subsidiaries, the “Company”), and Mark E. Ellis (“Participant”).

LINNCO, LLC Common Shares Representing Limited Liability Company Interests UNDERWRITING AGREEMENT
Underwriting Agreement • October 17th, 2012 • LinnCo LLC • Crude petroleum & natural gas • New York
LINN ENERGY, LLC LONG-TERM INCENTIVE PLAN FORM OF EXECUTIVE OPTION AGREEMENT FOR SPECIAL INCENTIVE GRANT
Executive Option Agreement • October 17th, 2012 • LinnCo LLC • Crude petroleum & natural gas

This option agreement (“Option Agreement”) is made and entered into effective as of October 11, 2012, (the “Grant Date”) by and between LINN ENERGY, LLC, a Delaware limited liability company (together with its subsidiaries, the “Company”), and [Executive] (“Participant”).

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