1933 Uses in Issuance of Units Clause

Issuance of Units from Option Agreement

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").

Issuance of Units. The Company shall not be obligated to issue any Units pursuant to the Option at any time when the Units covered by such Option have not been registered under the Securities Act of 1933, as amended, and such other state and federal laws, rules or regulations as the Company or the Committee deems applicable and, in the opinion of legal counsel for the Company, there is no exemption from the registration requirements of such laws, rules or regulations available for the issuance and sale of such Units.

Issuance of Units from Option Agreement

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).

Issuance of Units. The Company shall not be obligated to issue any Units pursuant to the Option at any time when the Units covered by such Option have not been registered under the Securities Act of 1933, as amended, and such other state and federal laws, rules or regulations as the Company or the Committee deems applicable and, in the opinion of legal counsel for the Company, there is no exemption from the registration requirements of such laws, rules or regulations available for the issuance and sale of such Units.

Issuance of Units from Option Agreement

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).

Issuance of Units. The Company shall not be obligated to issue any Units pursuant to the Option at any time when the Units covered by such Option have not been registered under the Securities Act of 1933, as amended, and such other state and federal laws, rules or regulations as the Company or the Committee deems applicable and, in the opinion of legal counsel for the Company, there is no exemption from the registration requirements of such laws, rules or regulations available for the issuance and sale of such Units.

Issuance of Units from Grant Agreement

This Restricted Unit grant agreement ("Grant Agreement") is made and entered into effective as of [Grant Date], (the "Grant Date") by and between LINN ENERGY, LLC, a Delaware limited liability company (together with its subsidiaries, the "Company"), and [Director] ("Participant").

Issuance of Units. The Company shall not be obligated to issue any Restricted Units at any time when the Restricted Units have not been registered under the Securities Act of 1933, as amended, and such other state and federal laws, rules or regulations as the Company or the Committee deems applicable and, in the opinion of legal counsel for the Company, there is no exemption from the registration requirements of such laws, rules or regulations available for the issuance of such Restricted Units.

Issuance of Units from Grant Agreement

This Restricted Unit grant agreement (Grant Agreement) is made and entered into effective as of [Grant Date], (the Grant Date) by and between LINN ENERGY, LLC, a Delaware limited liability company (together with its subsidiaries, the Company), and [Executive] (Participant).

Issuance of Units. The Company shall not be obligated to issue any Restricted Units at any time when the Restricted Units have not been registered under the Securities Act of 1933, as amended, and such other state and federal laws, rules or regulations as the Company or the Committee deems applicable and, in the opinion of legal counsel for the Company, there is no exemption from the registration requirements of such laws, rules or regulations available for the issuance of such Restricted Units.

Issuance of Units from Grant Agreement

This Restricted Unit grant agreement (Grant Agreement) is made and entered into effective as of July 17, 2006, (the Grant Date) by and between LINN ENERGY, LLC, a Delaware limited liability company (together with its subsidiaries, the Company), and LISA D. ANDERSON (Participant).

Issuance of Units. The Company shall not be obligated to issue any Restricted Units at any time when the Restricted Units have not been registered under the Securities Act of 1933, as amended, and such other state and federal laws, rules or regulations as the Company or the Committee deems applicable and, in the opinion of legal counsel for the Company, there is no exemption from the registration requirements of such laws, rules or regulations available for the issuance of such Restricted Units.

Issuance of Units from Contribution Agreement

THIS CONTRIBUTION AGREEMENT (this Agreement) is made as of the 23rd day of August, 2004 (the Effective Date) by and among the entities identified on Schedule 1 attached hereto (each a Contributor and collectively, the Contributors), and MHI Hospitality LP, a Delaware limited partnership (the Acquiror).

Issuance of Units. On the Closing Date (as defined below), the Acquiror shall issue to the Contributors certificates reflecting the Units in such amount as specified in Schedule 1. Such certificates shall bear appropriate legends indicating (i) that the Units have not been registered under the Securities Act of 1933, as amended (the Securities Act), and (ii) that the Acquirors agreement of limited partnership (the Partnership Agreement) will restrict the transfer of the Units. Immediately upon receipt of the Units, each Contributor shall accede to the Partnership Agreement as a limited partner of the Acquiror. The Contributor acknowledges and agrees that once Closing occurs, the Contributor shall no longer be a partner of the Partnership, shall no longer be entitled to receive any distributions from the Partnership, and shall have no further right, title or interest in the Partnership.

Issuance of Units from Contribution Agreement

THIS CONTRIBUTION AGREEMENT (this Agreement) is made as of the 23 day of August, 2004 (the Effective Date) by and among the entities identified on Schedule 1 attached hereto (each a Contributor and collectively, the Contributors), and MHI Hospitality LP, a Delaware limited partnership (Acquiror).

Issuance of Units. On the Closing Date (as defined below), the Acquiror shall issue to the Contributors certificates reflecting the Units in such amount as specified in Schedule 1. Such certificates shall bear appropriate legends indicating (i) that the Units have not been registered under the Securities Act of 1933, as amended (the Securities Act), and (ii) that the Acquirors agreement of limited partnership (the Partnership Agreement) will restrict the transfer of the Units. Immediately upon receipt of the Units, each Contributor shall accede to the Partnership Agreement as a limited partner of the Acquiror. Each Contributor acknowledges and agrees that once Closing occurs, the Contributor shall no longer be a member of the Company, shall no longer be entitled to receive any distributions from the Company, and shall have no further right, title or interest in the Company.

Issuance of Units from Contribution Agreement

THIS CONTRIBUTION AGREEMENT (this Agreement) is made as of the 23 day of August, 2004 (the Effective Date) by and among the entities identified on Schedule 1 attached hereto (each a Contributor and collectively, the Contributors), and MHI Hospitality LP, a Delaware limited partnership (Acquiror).

Issuance of Units. On the Closing Date (as defined below), the Acquiror shall issue to the Contributors certificates reflecting the Units in such amount as specified in Schedule 1. Such certificates shall bear appropriate legends indicating (i) that the Units have not been registered under the Securities Act of 1933, as amended (the Securities Act), and (ii) that the Acquirors agreement of limited partnership (the Partnership Agreement) will restrict the transfer of the Units. Immediately upon receipt of the Units, each Contributor shall accede to the Partnership Agreement as a limited partner of the Acquiror. Each Contributor acknowledges and agrees that once Closing occurs, the Contributor shall no longer be a member of the Company, shall no longer be entitled to receive any distributions from the Company, and shall have no further right, title or interest in the Company.

Issuance of Units from Contribution Agreement

THIS CONTRIBUTION AGREEMENT (this Agreement) is made as of the 8th day of September, 2004 (the Effective Date) by and among Elpizo Limited Partnership, a Pennsylvania limited partnership (the Partnership), Phileo Land Corporation, a Delaware corporation (the Company) (each a Seller and collectively, the Sellers), and MHI Hospitality LP, a Delaware limited partnership (the Buyer).

Issuance of Units. On the Closing Date, the Buyer shall issue to the Sellers certificates reflecting the Units as specified in Schedule 1.3. Such certificates shall bear appropriate legends indicating (i) that the Units have not been registered under the Securities Act of 1933, as amended (the Securities Act), and (ii) that the Buyers agreement of limited partnership (the Partnership Agreement) will restrict the transfer of the Units. Immediately upon receipt of the Units, each Seller shall accede to the Partnership Agreement as a limited partner of the Buyer.