FIRST AMENDMENT TO ASSET PURCHASE AND SALE AGREEMENT

This First Amendment to the Asset Purchase and Sale Agreement (this “ Amendment ”) is executed on this 6th day of August, 2008 but effective as of the 30th day of May, 2008, by and between Linn Energy Holdings, LLC, a Delaware limited liability company (“ LEH ”), Linn Operating, Inc., a Delaware corporation (“ LOI ”), Mid-Continent I, LLC, a Delaware limited liability company, Mid-Continent II, LLC, a Delaware limited liability company, and Linn Exploration Midcontinent, LLC, an Oklahoma limited liability company (collectively “ Sellers ”), and Laredo Petroleum, Inc., a Delaware corporation (“ Buyer ”).  Sellers and Buyer are sometimes referred to collectively as the “Parties” and individually as a “Party.”

The Parties have entered into that certain Asset Purchase and Sale Agreement dated as of May 30, 2008 (the “ Agreement ”), providing for the sale by Sellers to Buyer of the Assets.

The Parties desire to and amend the Agreement to, among other things, include a form of Participation Option Agreement and provide for its execution at Closing.

NOW, THEREFORE, in consideration of the premises and of the mutual promises, representations, warranties, covenants, conditions and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.            Definitions .  Capitalized terms used but not otherwise defined herein shall have the meaning given to those terms in the Agreement.

2.            Amendments .  The Agreement is hereby amended as follows:

a.           The term “Assets” in Recital B is replaced with the term “Properties”.

b.           Section 2.1 is revised in its entirety to read as follows:

In consideration of the sale of the Properties by Sellers to Buyer, Buyer shall pay to Sellers cash in the amount of On