Exhibit 2.1

Execution Version

PURCHASE AND SALE AGREEMENT

BY AND BETWEEN

LAMAMCO DRILLING COMPANY

AS SELLER

AND

LINN ENERGY HOLDINGS, LLC

AS BUYER

TABLE OF CONTENTS

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of this 20th day of December, 2007, by and between LAMAMCO DRILLING COMPANY , hereinafter referred to as “Seller,” and LINN ENERGY HOLDINGS, LL C, hereinafter referred to as “Buyer.”

RECITALS

Buyer desires to purchase and Seller desires to sell all of Seller’s right, title and interest in and to the Assets defined herein pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements contained herein, the benefits to be derived by each party hereunder and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller agree as follows:

ARTICLE I

PURCHASE AND SALE

1.1                                  Purchase and Sale of Assets   Subject to the terms and conditions of this Agreement, Seller shall sell and Buyer shall purchase as of the Effective Date (as hereinafter defined) the following described properties, rights and interests, whether real or personal, recorded or unrecorded, movable or immovable, tangible or intangible (collectively, the “Assets”):

(a)           All right, title and interest of Seller in and to, or otherwise derived from, the oil and gas leases, oil, gas and mineral leases, subleases and other leaseholds, carried interests, farmout rights, options and other properties and interests described in Exhibit A (and any ratifications, extensions and amendments thereof, whether or not the same are described on Exhibit A), subject to such depth limitations and other restrictions as may be set forth on Exhibit A (the “Leases”), together with all rights, title and interests of Seller in and to the lands covered by the Leases or lands unitized or pooled communitized or consolidated therewith (the “Lands”);

(b)           All right, title and interest of Seller in and to any and all oil, gas, water, carbon dioxide, or injection wells located on the Lands, whether producing, shut-in, or temporarily abandoned, including the interests in the wells shown on Exhibit A attached hereto (the “Wells”);

(c)           All leasehold interests of Seller in or to any pools or units that include any Lands or all or a part of any Leases or include any Wells, including those pools or units shown on Exhibit A (the “Units”; the Units, together with the Leases, Lands and Wells, being hereinafter referred to as the “Properties”), and including all leasehold interests of Seller in production from any such Unit, whether such Unit production comes from Wells located on or off of a Lease, and all tenements and appurtenances belonging to the Leases and Units;

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(d)           All right, title and interest of Seller in all equipment, machinery, fixtures, facilities, and other tangible personal property and improvements located on the Properties or used or held for use primarily in connection with the operation of the Properties, including, but not limited to pumps, well equipment (surface and subsurface), saltwater disposal wells, lines and facilities, sulfur recovery facilities, compressors, compressor stations, dehydration facilities, treating facilities, pipeline gathering lines, flow lines, transportation lines (including long lines and laterals), valves, meters, separators, tanks, tank batteries, buildings, roads, and other fixtures (collectively, the “Equipment”);

(e)           All right, title and interest of Seller in and to all oil, condensate, natural gas, natural gas liquids, and other minerals produced from or attributable to the Properties, from and after the Effective Date, including “line fill” and inventory below the pipeline connection in tanks;

(f)            All right, title and interest of Seller in and to, or otherwise derived from, all contracts and agreements related to the Properties including, but not limited to, unit agreements, pooling agreements, areas of mutual interest, farmout agreements, farmin agreements, saltwater disposal agreements, water injection agreements, line well injection agreements, road use agreements, drilling contracts, operating agreements, well service contracts, production sales contracts, gas balancing agreements, storage or warehouse agreements, supplier contracts, service contracts, insurance contracts, construction agreements, division orders, and transfer orders, only insofar as such relate to the Properties, and only to the extent that such contracts are assignable, (collectively, the “Contracts”);

(g)           All right, title and interest of Seller in and to, or otherwise derived from, surface use agreements, easements, rights of way, licenses, authorizations, permits, and similar rights and interests applicable to, or used in connection with the Properties (collectively, the “Surface Contracts”); provided, however, that Seller expressly retains a right to use such surface use agreements, easements, rights of way, licenses, authorizations, permits, and similar rights and interests in the event and to the extent such rights relate to Properties in which Seller retains any rights or interests.

(h)           All right, title, and interest of Seller in and to all lease files, land files, well files, gas and oil sales contract files, gas processing files, division order files, abstracts, title opinions, land surveys, non-confidential logs, maps, engineering data and reports, reserve studies and evaluations (insofar as they cover and exist within the boundaries of the Lands); and files and all other books, records, data, files, maps and accounting records related primarily to the Assets, or used or held for use primarily in connection with the maintenance or operation thereof, but excluding (i) any books, records, data, files, maps and accounting records to the extent disclosure or transfer is restricted by third-party agreement or applicable law and the necessary consents to transfer are not obtained, (ii) attorney-client privileged communications and work product of Seller’s legal counsel (other than title opinions) and (iii) records relating to the negotiation and consummation of the sale of the Assets (subject to such exclusions, the “Records”), provided, however, that Seller may retain the originals of such files and other records as Seller has determined may be required for litigation, Tax, accounting, and auditing purposes and provide Buyer with copies thereof.

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(i)            All right, title and interest of Seller in and to the real property described on Exhibit A.

(j)            All right, title and interest of Seller in the vehicles, as currently outfitted, described on Schedule 1.1(j).

1.2                                  Excluded Assets   Notwithstanding anything herein to the contrary, the Properties, Records and Assets do not include, and there is hereby excepted and reserved unto Seller, (i) the items listed on Exhibit B and (ii) any and all geophysical, seismic and other technical data and interpretations whose transfer is restricted by applicable Law or third party agreement (collectively, the “Excluded Assets”).

1.3                                  Purchase Price.

(a)           Purchase Price .  The aggregate purchase price for the Assets shall be $552,192,653.00 (“Purchase Price”), which shall be subject to adjustments as provided for herein. Buyer shall pay Seller five percent (5%) of the Purchase Price upon execution of this Agreement (the “Performance Guarantee Deposit”), with the balance of the Purchase Price to be paid at Closing as hereafter provided. If the transactions contemplated hereby are consummated as provided in this Agreement, the Performance Guarantee Deposit shall be applied to payment of the Purchase Price at Closing. If the transaction set forth in this Agreement is not consummated, the Performance Guarantee Deposit shall be retained or returned by Seller as per Article XIII. For federal income tax purposes, the interest earned on the Performance Guarantee Deposit shall be reported by Buyer, if the Performance Guarantee Deposit is applied to the Purchase Price or returned to Buyer, and by Seller, if the Performance Guarantee Deposit is retained by Seller in accordance with Article XIII.

(b)           Purchase Price Allocation .  The parties hereto agree to (i) allocate the Adjusted Purchase Price in accordance with the allocation schedule attached as Exhibit C hereto, and (ii) treat and report the transactions contemplated by this Agreement in all respects consistent with Exhibit C for purposes of any Taxes unless otherwise required by applicable law. Seller and Buyer shall duly prepare and timely file such reports and information as may be prescribed under Section 1060 of the Code, including Form 8594, and any similar returns or reports required under other applicable law to report the allocation of the Adjusted Purchase Price in accordance with Exhibit C. If, contrary to the intent of the parties hereto as expressed in this Section 1.3(b), any Taxing Authority makes or proposes an allocation different from the allocation determined under this Section 1.3(b), Buyer and Seller shall cooperate with each other in good faith to contest such Taxing Authority’s allocation (or proposed allocation), provided, however, that, after consultation with the party adversely affected by such allocation (or proposed allocation), the other party hereto may file such protective claims or Tax Returns as may be reasonably required to protect its interests.

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1.4                                  Adjusted Purchase Price   The net price that the Buyer will pay for the Assets (“Adjusted Purchase Price”) shall be the Purchase Price as set forth in Section 1.3 above, adjusted in the following manner:

(a)           Less or plus, as applicable, any amounts determined to be a price adjustment pursuant to Article IV hereof for Material Title Defects or Material Title Benefits;

(b)           Less an amount equal to the Allocated Value of the Assets with respect to which preferential purchase rights have been exercised, as determined under Section 4.6 hereof;

(c)           Less an amount equal to the Allocated Value of the Assets with respect to which required consents to assign were not obtained and a price adjustment is required under Section 4.7 hereof;

(d)           Less an amount equal to any purchase price adjustment required under Article VI hereof;

(e)           Less amounts attributable to Casualty Loss as set forth in Section 8.4, if any;

(f)            Less (if a negative amount) or plus (if a positive amount) the Hedge Adjustment Amount;

(g)           If the Closing Date is later than the Target Closing Date solely as a result of the failure of the Buyer to fulfill its obligations under Sections 11.1(b), 11.2, and 11.5, plus the Closing Date Interest Amount; and

(h)           Less or plus any other amounts mutually agreed upon by the parties hereto.

1.5                                  Effective Date   Only in the event Closing occurs, the Assignment and Bill of Sale of the Assets shall be effective as of October 1, 2007, 7:00 a.m. local time where the Assets are located (“Effective Date”).

1.6                                  Treatment of Certain Assets   Any or all of the Contracts, Surface Contracts, and Equipment not directly associated with the wellhead, related to the operation of Seller-Operated Assets (collectively “Operating Assets”) may be assigned from Seller to any one of Buyer’s Affiliates, including Linn Operating, Inc., at Buyer’s option.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SELLER

2.1           General.

(a)           Any representation “to the knowledge of Seller” or “to Seller’s knowledge” is limited to matters within the actual knowledge of the individuals listed on Schedule 2.1(a) (“Seller Knowledge Individuals”).

(b)           Inclusion of a matter on a Schedule to a representation or warranty which addresses matters having a Material Adverse Effect shall not be deemed an indication that such

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matter does, or may, have a Material Adverse Effect. Matters may be disclosed on a Schedule to this Agreement for purposes of information only.

(c)           Subject to the foregoing provisions of this Section 2.1, the disclaimers and waivers contained in Section 5.3 and the other terms and conditions of this Agreement, Seller represents and warrants to Buyer the matters set out in Section 2.2 through 2.22 are true and correct as of the date hereof.

2.2                                  Existence and Qualification   Seller is a general partnership duly organized, validly existing and in good standing under the laws of the State of Oklahoma and is duly qualified to do business where the Assets are located, except where the failure to so qualify would not have a Material Adverse Effect.  All of the general partners of Seller are listed on Schedule 2.2 and are referred to herein as the “General Partners.”

2.3                                  Power   Seller has the legal power to enter into and perform this Agreement and consummate the transactions contemplated by this Agreement.

2.4                                  Authorization and Enforceability   The execution, delivery and performance of this Agreement, and the performance of the transactions contemplated hereby, have been duly and validly authorized by all necessary partnership action on the part of Seller, including the consent of the General Partners. This Agreement has been duly executed and delivered by Seller (and all documents required hereunder to be executed and delivered by Seller at Closing will be duly executed and delivered by Seller) and this Agreement constitutes, and at the Closing such documents will constitute, the valid and binding obligations of Seller, enforceable in accordance with their terms except as such enforceability may be limited by applicable bankruptcy or other similar laws affecting the rights and remedies of creditors generally as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

2.5                                  No Conflicts   The execution, delivery and performance of this Agreement by Seller, and the transactions contemplated by this Agreement will not (i) violate any provision of the formation documents or partnership agreement of Seller, (ii) result in default (with due notice or lapse of time or both) or the creation of any lien or encumbrance or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license or agreement to which Seller is a party or which affect the Assets, (iii) violate any judgment, order, ruling, or decree applicable to Seller as a party in interest, (iv) violate any Laws applicable to Seller or the Assets, except for (a) rights to consent by, required notices to, and filings with or other actions by any Governmental Authority where the same are not required prior to the assignment of oil and gas interests, require any filing with, notification of or consent, approval or authorization of any Governmental Authority and (b) any matters described in clauses (ii), (iii) or (iv) above which would not have a Material Adverse Effect.

2.6                                  Liability for Brokers’ Fees   Buyer shall not directly or indirectly have any responsibility, liability or expense, as a result of undertakings or agreements of Seller, for brokerage fees, finder’s fees, agent’s commissions or other similar forms of compensation in connection with this Agreement or any agreement or transaction contemplated hereby.

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2.7                                  Litigation   Except as set forth on Schedule 2.7, no investigation, proceeding, action, suit, or other legal proceeding of any kind or nature before any Governmental Authority or arbitrator (including any take-or-pay claims) is pending or threatened with respect to the Assets, Seller (with respect to any of the Assets), or either of them, or with respect to the ownership, operation, development, maintenance, or use of any thereof.

2.8           Tax Matters .

(a)           (1) All Tax Returns required to be filed on or before the date hereof by the Seller with respect to any of the Assets have been duly and timely filed (within any applicable extension periods) with the appropriate Taxing Authority; (2) all such Tax Returns are true, correct and complete in all material respects; (3) all Taxes shown to be due on such Tax Returns (and any other Taxes owed) have been paid in full or will be timely paid in full by the due date thereof; (4) all Tax withholding and deposit requirements imposed on or with respect to any of the Assets have been satisfied in full in all respects; (5) there are no liens on any of the Assets that arose in connection with any failure (or alleged failure) to pay any Tax; (6) to Seller’s knowledge, there is no claim or examination pending or threatened by any Taxing Authority in connection with any such Tax; (7) none of such Tax Returns are now under audit or examination by any Taxing Authority; (8) the Assets are not subject to Taxes in any jurisdiction in which Seller has not filed Tax Returns.

(b)           All of the Assets that are subject to property tax have been properly listed and described on the property tax rolls of the appropriate taxing jurisdiction for all periods prior to Closing and none of the Assets constitute omitted property for property tax purposes.

(c)           None of the Assets is held in an arrangement or entity other than Seller that is treated as a partnership for income Tax purposes.

(d)           There are no joint operating agreements to which Seller is a party and for which there has not been made a valid election out of Subchapter K of the Code.

(e)           With respect to the Assets located in Texas, Seller represents and warrants that the tangible personal property being transferred to Buyer constitutes the entire operating assets of a separate division, branch or identifiable segment of Seller’s business.

2.9                                  Commitments, Abandonments or Proposals   Except as set forth on Schedule 2.9: (a) Seller has incurred no expenses, and has made no commitments to make expenditures in connection with the ownership or operation of the Assets after the Effective Date, other than routine expenses incurred in the normal operation of existing wells on the Properties in accordance with generally accepted practices in the oil and gas industry; (b) Seller has not abandoned any wells (or removed any material items of equipment, except those replaced by items of materially equal suitability and value) on the Properties since the Effective Date; and (c) no proposals are currently outstanding by Seller or other working interest owners to drill additional wells, or to deepen, plug back, or rework existing wells, or to conduct other operations for which consent is required under the applicable operating agreement, or to conduct any other operations other than normal operation of existing wells on the Properties, or to abandon any wells, on the Properties.

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2.10         Compliance with Laws   Except as disclosed on Schedule 2.10, the Seller-Operated Assets are, and Seller’s operation of the Seller-Operated Assets has been and currently is and the other Assets are and the operation of the other Assets has been and currently is, in substantial compliance with the provisions and requirements of all Laws of all Governmental Authorities having jurisdiction with respect to the Assets, or the ownership, operation, development, maintenance, or use of any thereof, except where such non-compliance as would not, individually or in the aggregate, have a Material Adverse Effect.

2.11         Environmental .

Except as set forth on Schedule 2.11:

(a)           There are no material violations of Environmental Laws that arise from events occurring at or conditions existing on the Properties on or before the Closing, which have not been corrected or remediated, and for which all applicable fines or penalties have not been paid in full, in compliance with the requirements of any Governmental Authority having jurisdiction.

(b)           Within the last five years, neither Seller nor any of its Affiliates has received any written notifications of any proceedings pending or threatened in writing against Seller or the Properties, alleging that Seller or the Properties are in violation of, or otherwise subject to liability under, any Environmental Law, other than any such notifications that Seller has resolved in accordance with Environmental Laws.

(c)           Within the last five years, there has been no written claim against Seller asserting liability for exposure of any Person or property (such as livestock, cattle, horses, pigs, goats, sheep, and chickens, but not real property) to Hazardous Materials in connection with the Properties that Seller has not resolved.

(d)           There are no material Environmental Liabilities resulting from the breach of Environmental Laws pertaining to use or operation of the Properties on or prior to Closing that Seller has not resolved.

(e)           Seller either has made, or will, immediately after the execution of this Agreement, make available to Buyer all environmental assessment, investigatory, and audit reports, studies, analyses, and correspondence (other than correspondence that exists solely in electronic form) relating to the Properties that are in control of Seller or any of its Affiliates and addressing releases or threatened releases, remediations, Environmental Liabilities, Environmental Conditions, or violations of Environmental Laws.

(f)            All material Governmental Authorizations required under Environmental Laws that are necessary to the operation of the Properties as currently operated by Seller have been obtained and are in full force and effect, and Seller has operated the Properties in material compliance with Environmental Laws and such Governmental Authorizations.

(g)           The representations set forth in this Section 2.11 shall be the sole and exclusive representations and warranties of this Agreement that address or relate to compliance with, liabilities under or any factual or legal matters related to or arising under Environmental Laws pertaining to the Properties and Section 2.10 shall not apply to any matter for which this Section 2.11 could apply.

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2.12         Contracts   Seller has paid its share of all costs (including without limitation Property Costs) payable by it under the Leases and Contracts, except those being contested in good faith.  Seller is not in default under any Contract. Schedule 2.12 sets forth all of the following contracts, agreements, and commitments (excluding Leases and Surface Contracts that are of record) to which any of the Assets will be bound as of the Closing: (i) any agreement with any Affiliate; (ii) any agreement or contract for the sale, exchange, or other disposition of Hydrocarbons produced from or attributable to Seller’s interest in the Assets that is not cancelable without penalty or other material payment on not more than thirty (30) days prior written notice; and (iii) any agreement of or binding upon Seller to sell, lease, farmout, or otherwise dispose of any interest in any of the Assets after the date hereof, other than conventional rights of reassignment arising in connection with Seller’s surrender or release of any of the Assets and (iv) any tax partnership agreement of or binding upon Seller affecting any of the Assets other than Seller.

2.13         Payments for Production   Except as set forth on Schedule 2.13, (a) all rentals, royalties, excess royalty, overriding royalty interests, production payments, and other payments and interest thereon due and/or payable by or on behalf of Seller to mineral and royalty holders and other interest owners on or prior to the Effective Date under or with respect to the Assets and the Hydrocarbons produced therefrom or attributable thereto, have been paid and (b) Seller is not obligated under any contract or agreement for the sale of gas from the Assets containing a take-or-pay, advance payment, prepayment, or similar provision, or under any gathering, transmission, or any other contract or agreement with respect to any of the Assets to gather, deliver, process, or transport any gas without then or thereafter receiving full payment therefor.

2.14         Imbalances   Except with respect to Properties and in the amounts set forth on Schedule 2.14, as of the dates set forth on such Schedule, there are no Imbalances with respect to the Properties arising from overproduction or underproduction or overdeliveries or underdeliveries or other imbalance arising at the wellhead, pipeline, gathering system, transportation system, processing plant or other location.

2.15         Consents and Preferential Purchase Rights   None of the Assets, or any portion thereof, is subject to any preferential rights to purchase or restrictions on assignment or required third-party consents to assignment, which may be applicable to the transactions contemplated by this Agreement, except for (i) governmental consents and approvals of assignments that are customarily obtained after Closing, (ii) preferential rights, consents and restrictions contained in easements, rights-of-way or equipment leases and (iii) preferential rights, consents and restrictions as are set forth on Schedule 2.15.

2.16         Equipment   The Equipment is adequate for normal operation of the Assets consistent with current practices, ordinary wear and tear excepted.

2.17         Payout Balances   Schedule 2.17 contains a complete and accurate list of the status of any “payout” balance, as of the Effective Date, for the Wells and Units subject to a reversion or other adjustment at some level of cost recovery or payout (or passage of time or other event other than termination of a Lease by its terms).

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2.18         Condemnation   There is no actual or threatened taking (whether permanent, temporary, whole or partial) of any part of the Properties by reason of condemnation or the threat of condemnation.

2.19         Bankruptcy   There are no bankruptcy, reorganization, or similar arrangement proceedings pending, being contemplated by or, to Seller’s knowledge, threatened against Seller or any Affiliate.

2.20         Investment Company   Seller is not an investment company or a company controlled by an investment company within the meaning of the Investment Company Act of 1940, as amended.

2.21         Employee Benefits .

(a)           No Seller Plan is a “multiemployer plan” within the meaning of section 4001(a)(3) of ERISA (“Multiemployer Plan”).  None of Seller or any of its ERISA Affiliates has, at any time during the six-year period preceding the Effective Date, contributed to or been obligated to contribute to any Multiemployer Plan, and none of Seller or any of its ERISA Affiliates has incurred any withdrawal liability under Part I of Subtitle E of Title IV of ERISA that has not been satisfied in full.

(b)           There does not now exist, nor do any circumstances exist that could result in, any “controlled group liability” of Seller or any of its ERISA Affiliates that would be, or could become, a liability of the Buyer or any of its Affiliates or could result in the imposition of a lien against any of the Assets following the Closing.  As used in the preceding sentence, the term “controlled group liability” means any and all liabilities (i) under Title IV of ERISA, (ii) under section 302 of ERISA, (iii) under sections 412 and 4971 of the Code, (iv) as a result of the failure to comply with the continuation of coverage requirements of section 601 et seq. of ERISA and section 4980B of the Code, and (v) under corresponding or similar provisions of foreign Laws.

2.22         Employment Matters

(a)           Seller has no collective bargaining agreements or other labor agreement with any labor union or organization concerning employment or relating to the Assets.  No labor organization or group of Seller’s employees has made a demand for recognition or certification as a union or other labor organization with respect to any of Seller’s employees.  There are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened to be brought or filed with the National Labor Relations Board or any labor relations tribunal or authority with respect to any of Seller’s employees.  To Seller’s knowledge, there are no organizing activities involving Seller’s employees.

(b)           Seller has complied, and is in compliance, with all applicable laws regarding labor, employment and employment practices, terms and conditions of employment, immigration

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compliance, occupational safety and health and wages and hours, including, without limitation, any bargaining or other obligations under the National Labor Relations Act.

(c)           Except as disclosed on Schedule 2.7, there are no claims, lawsuits, petitions, charges, investigations, complaints, proceedings, suits, demands or actions which are pending against Seller before any court, administrative agency, other governmental entity or arbitrator, or which have been asserted or threatened against Seller, including without limitation those for: (i) wages, salaries, commissions, bonuses, vacation pay, severance or termination pay, sick pay or other compensation; (ii) employee benefits; (iii) alleged unlawful, unfair, wrongful or discriminatory employment or labor practices; (iv) alleged breach of contract or other claim arising under a collective bargaining or individual agreement or any other employment covenant whether express or implied; (v) alleged violation of any statute, ordinance, contract or regulation relating to minimum wages or maximum hours of work; (vi) alleged violation of occupational safety and health standards; or (vii) alleged violation of plant closing, mass layoff, immigration, workers’ compensation, disability, unemployment compensation, whistleblower laws, or other employment or labor relations laws; and to the knowledge of Seller no such basis therefore exists.

(d)           Seller is not a party to any agreements or arrangements or subject to any requirement that in any manner requires or may require Buyer to hire any of Seller’s employees, or that would restrict Buyer from relocating, consolidating, merging or closing, in whole or in part, any portion of the Assets, subject to applicable law.

(e)           Seller is solely responsible for providing all notices, if applicable, that may be required under WARN Act with respect to all of its employees who are affiliated with the Assets.  Seller recognizes that it is solely responsible for taking all remedial measures under the WARN Act with respect to its employees including without limitation, the payment of all amounts, penalties, liabilities, costs and expenses if required notices are not provided, for a plant closing or mass layoff with respect to the termination of any of its employees on or before the Closing Date.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller the following are true and correct as of the date hereof:

3.1           Existence and Qualification   Buyer is a corporation organized, validly existing and in good standing under the laws of the state of its incorporation; and Buyer is duly qualified to do business as a foreign corporation in every jurisdiction in which it is required to qualify in order to conduct its business except where the failure to so qualify would not have a Material Adverse Effect on Buyer or its properties; and Buyer is duly qualified to do business as a foreign corporation in the respective jurisdictions where the Assets to be transferred to it are located.

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3.2           Power   Buyer has the corporate power to enter into and perform this Agreement and consummate the transactions contemplated by this Agreement.

3.3           Authorization and Enforceability   The execution, delivery and performance of this Agreement, and the performance of the transaction contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer (and all documents required hereunder to be executed and delivered by Buyer at Closing will be duly executed and delivered by Buyer) and this Agreement constitutes, and at the Closing such documents will constitute, the valid and binding obligations of Buyer enforceable in accordance with their terms except as such enforceability may be limited by applicable bankruptcy or other similar laws affecting the rights and remedies of creditors generally as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3.4           No Conflicts   The execution, delivery and performance of this Agreement by Buyer, and the transactions contemplated by this Agreement will not (i) violate any provision of the certificate of incorporation or bylaws of Buyer, (ii) result in a material default (with due notice or lapse of time or both) or the creation of any lien or encumbrance or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license or agreement to which Buyer is a party, (iii) violate any judgment, order, ruling, or regulation applicable to Buyer as a party in interest, or (iv) violate any law, rule or decree applicable to Buyer or any of its assets, or (v) require any filing with, notification of or consent, approval or authorization of any Governmental Authority, except any matters described in clauses (ii), (iii), (iv) or (v) above which would not have a Material Adverse Effect on Buyer.

3.5           Consents, Approvals, or Waivers   The execution, delivery, and performance of this Agreement by Buyer will not be subject to any consent, approval or waiver from any Governmental Authority or other third Person, except for the approval and waiting period requirements under the Hart-Scott-Rodino Act.

3.6           Financing   Buyer has, and will have at Closing, sufficient cash, available lines of credit, or other sources of immediately available funds (in United States dollars) to enable it to pay the Purchase Price to Seller at Closing.

3.7           Accredited Investor; Investment Intent   Buyer is an accredited investor as defined in Regulation D under the Securities Act of 1933, as amended. Buyer is acquiring the Assets and, if applicable, any limited liability membership interest acquired pursuant to Section 10.6 for its own account and not with a view to their sale or distribution in violation of the Securities Act of 1933, as amended, the rules and regulations thereunder, any applicable state blue sky Laws, or any other applicable securities Laws.

3.8           Liability for Brokers’ Fees   Seller shall not directly or indirectly have any responsibility, liability or expense, as a result of undertakings or agreements of Buyer, for brokerage fees, finder’s fees, agent’s commissions or other similar forms of compensation in connection with this Agreement or any agreement or transaction contemplated hereby.

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3.9           Litigation   As of the date of the execution of this Agreement, there are no actions, suits or proceedings pending, or to Buyer’s knowledge, threatened in writing before any Governmental Authority against Buyer or any Affiliate of Buyer that are reasonably likely to impair materially Buyer’s ability to perform its obligations under this Agreement.

3.10         Limitation   Except for the representations and warranties expressly made by Seller in Article 2 of this Agreement and the Assignment and Bill of Sale, or in any certificate furnished or to be furnished to Buyer pursuant to this Agreement, Buyer represents and acknowledges that (i) there are no representations or warranties, express, statutory or implied, as to the Assets or prospects thereof, and (ii) Buyer has not relied upon any oral or written information provided by Seller. Without limiting the generality of the foregoing, Buyer represents and acknowledges that Seller has made and will make no representation or warranty regarding any matter or circumstance relating to Environmental Laws, Environmental Liabilities, the release of materials into the environment or protection of human health, safety, natural resources or the environment or any other environmental condition of the Assets. Buyer further represents and acknowledges that it is knowledgeable of the oil and gas business and of the usual and customary practices of producers such as Seller and in making the decision to enter into this Agreement and consummate the transactions contemplated hereby, Buyer has relied solely on the basis of its own independent due diligence investigation of the Assets.

3.11         Bankruptcy   There are no bankruptcy, reorganization or receivership proceedings pending against, being contemplated by, or to Buyer’s knowledge, threatened against Buyer.

3.12         Qualification .

(a)           Buyer is now, and hereafter shall continue to be, qualified to own federal and state oil, gas and mineral leases in all jurisdictions where the Assets to be transferred to it are located, and the consummation of the transactions contemplated in this Agreement will not cause Buyer to be disqualified as such an owner. To the extent required by the applicable state or federal government, Buyer currently has, and will continue to maintain, lease bonds, area wide bonds or any other surety bonds as may be required by, and in accordance with, such state or federal regulations governing the ownership of such leases.

(b)           Buyer’s Affiliate, Linn Operating, Inc., is now, and hereafter shall continue to be, qualified to assume operatorship of federal and state oil, gas and mineral leases in all jurisdictions where the Assets are located, and the consummation of the transactions contemplated in this Agreement will not cause such entity to be disqualified as such an operator. To the extent required by the applicable state or federal government, Buyer shall cause Linn Operating, Inc. to obtain, and to continue to maintain, lease bonds, area wide bonds or any other surety bonds as may be required by, and in accordance with, such state or federal regulations governing operation of such leases.

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ARTICLE IV

TITLE MATTERS

4.1           Access to Title Information   After the date of this Agreement and until Closing, Seller shall make the records and documents in Seller’s possession affecting Seller’s title to the Assets available to Buyer at Seller’s office located at 4444 E. 146th Street North, Skiatook, Oklahoma, 74070, or such other place as deemed appropriate by Seller, during Seller’s normal business hours for examination by Buyer. Seller shall not be obligated to perform any additional title work, and any additional abstracts and title opinions shall not be made current by Seller. NO WARRANTY OF ANY KIND IS MADE BY SELLER AS TO THE INFORMATION SO SUPPLIED, AND BUYER AGREES THAT ANY CONCLUSIONS DRAWN THEREFROM SHALL BE THE RESULT OF ITS OWN INDEPENDENT REVIEW AND JUDGMENT.

4.2                                  Title Warranty .

(a)           The assignment and bill of sale to be delivered by Seller to Buyer (the “Assignment and Bill of Sale”) shall be substantially in the form attached hereto as Exhibit D and must contain a special warranty of title by, through and under Seller to the Properties, but shall otherwise be without warranty of title, express, implied or statutory, except that such Assignment and Bill of Sale shall transfer to Buyer all rights, actions or title warranties given or made by Seller’s predecessors (other than Affiliates of Seller), to the extent Seller may legally transfer such rights.

(b)           Seller represents and warrants to Buyer that Seller’s title to the Wells and Units shown on Exhibit A as of the Effective Date is Defensible Title as defined in Section 4.2(c).

(c)           As used in this Agreement, the term “Defensible Title” means that record title of Seller that:

(i)            Entitles Seller to receive a share of the oil, gas and other associated minerals produced, saved and marketed from any Unit or Well throughout the duration of the productive life of such Unit or Well (after satisfaction of all royalties, overriding royalties, nonparticipating royalties, net profits interests or other similar burdens on or measured by production of oil and gas) (a “Net Revenue Interest”), of not less than the Net Revenue Interest share shown in Exhibit A for such Unit or Well, except decreases in connection with those operations in which Seller may after the Effective Date be a non-consenting co-owner, decreases resulting from the establishment or amendment after the Effective Date of pools or units, and decreases required to allow other working interest owners to make up past underproduction or pipelines to make up past under deliveries and except as stated in such Exhibit A;

(ii)           Obligates Seller to bear a percentage of the costs and expenses for the maintenance and development of, and operations relating to, (i) any Unit or Well not greater than the “working interest” shown in Exhibit A without increase throughout the productive life of such Unit or Well except as stated in Exhibit A and except increases resulting from contribution requirements with respect to defaulting co-owners under applicable operating agreements and increases that are accompanied by at least a proportionate increase in Seller’s Net Revenue Interest; and

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(iii)          Is free and clear of liens and security interests other than (i) a lien for taxes which are not yet delinquent or (ii) a mechanic’s or materialmen’s lien (or other similar lien), or a lien under an operating agreement or similar agreement, to the extent the same relates to expenses incurred which are not yet delinquent or (iii) liens which will be released at or before Closing listed on Schedule 4.2(c) (the liens described in (i), (ii) and (iii) of this Section 4.2(c) are herein called “Excluded Liens”).

4.3           Title Defects .

(a)           The term “Title Defect,” as used herein, means failure to have Defensible Title; provided, however, the following matters shall not constitute a Title Defect, a breach of any covenant, representation or warranty of Buyer or a failure to satisfy a condition to Buyer’s obligation to close and shall not be asserted as such:

(i)            defects or irregularities arising out of lack of corporate authorization or a variation in corporate name, unless Buyer provides affirmative evidence that such corporate action was not authorized and results in another person’s superior claim of title to the relevant Property;

(ii)           defects or irregularities in the chain of title consisting of the failure to recite marital status in documents;

(iii)          a gas imbalance (e.g., a situation where Seller and its predecessor in title to the Properties have taken more or less gas from a Well or Unit than ownership of the Properties would entitle them to receive); any such gas imbalance shall be resolved pursuant to Section 14.3; or

(iv)          conventional rights of reassignment normally actuated by an intent to abandon or release a lease and requiring notice to the holders of such rights.

(b)           Buyer may assert a Title Defect for any Asset that (i) Buyer has allocated value on Exhibit C, and (ii) Buyer reasonably believes is a Material Title Defect, which means that the effect of such Title Defect on the Allocated Value of such Asset would be equal to at least Twenty Five Thousand and No/100 Dollars ($25,000.00) (“Material Title Defect”).

(c)           If the total value of all Material Title Defects, in the aggregate, does not meet or exceed One-Percent (1%) of the Purchase Price, then there shall be no adjustment to the Purchase Price or any other remedy from or obligation of Seller that shall be available to Buyer other than any warranty of title provided in the Assignment and Bill of Sale. Provided further, in the event the amount attributable to Material Title Defects, in the aggregate, satisfies the threshold percentage set forth above and a reduction to the Purchase Price is warranted, then the Purchase Price shall only be reduced to the extent the amount attributable to Material Title Defects, in the aggregate, exceeds the percentage of the Purchase Price specified above, and all amounts attributable to Material Title Defects, in the aggregate, that are below such threshold percentage shall be borne solely by Buyer, and there shall be no adjustment to the Purchase Price therefor.

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4.4           Title Benefit.

(a)           The term “Title Benefit,” as used herein, shall be limited any right, circumstance or condition that operates to increase the Net Revenue Interest of Seller in any Property above that shown on Exhibit A, without causing a greater than proportionate increase in Seller’s working interest above that shown in Exhibit A.

(b)           Either party may assert a Title Benefit for any Asset that (i) Buyer has allocated value to on Exhibit C, and (ii) is a Material Title Benefit, which means that the effect of such Title Benefit on the Allocated Value of such Asset would be equal to at least Twenty Five Thousand and No/100 Dollars ($25,000.00) (“Material Title Benefit”).

(c)           If the total value of all Material Title Benefits, in the aggregate, does not meet or exceed One-Percent (1%) of the Purchase Price, then there shall be no adjustment to the Purchase Price. Provided further, in the event the amount attributable to Material Title Benefits, in the aggregate, satisfies the threshold percentage set forth above and an increase to the Purchase Price is warranted, then the Purchase Price shall only be increased to the extent the amount attributable to Material Title Benefits, in the aggregate, exceeds the percentage of the Purchase Price specified above, and all amounts attributable to Material Title Benefits, in the aggregate, that are below such threshold percentage shall be borne solely by Seller, and there shall be no adjustment to the Purchase Price therefor.

(d)           If either party discovers a Material Title Benefit that exceeds the threshold requirement stated in this Section 4.4, then no later than five (5) days prior to Closing, such party shall notify the other, in writing, of the nature of the Material Title Benefit and provide (i) the basis for the assertion of such Material Title Benefit, (ii) the data in support of, such Material Title Benefit and (iii) the proposed increase in the Purchase Price attributable to such Material Title Benefit. If the parties cannot agree on the existence of a Material Title Benefit or the amount in which the Purchase Price should be increased on account thereof, the issue will be resolved in accordance with Section 9.1.

4.5           Notice of and Remedies for Material Title Defects.

(a)           In the event Buyer discovers a Material Title Defect that exceeds the threshold requirements stated above in Section 4.3, then up to five (5) days prior to Closing, Buyer shall have the right to notify Seller, in writing, of the nature of the Material Title Defect. Along with the written notice, Buyer shall furnish Seller with Buyer’s basis for the assertion of such Material Title Defect and the data in support thereof, and shall also furnish Seller with the proposed reduction in the Purchase Price attributable to such Material Title Defect.

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(b)           If Seller agrees with Buyer’s assertion of a Material Title Defect, then upon receipt of such notice, Buyer and Seller shall choose one of the following options, provided, however that if Buyer and Seller cannot agree on the option, option (ii) below shall be deemed to have been elected:

(i)            cure the Material Title Defect at Seller’s expense prior to or within 90 days after Closing thereby eliminating the need for a reduction in Purchase Price; or

(ii)           reduce the Purchase Price by the Title Defect Amount, as determined by Section 4.5(c); or

(iii)          exclude the affected Asset from the sale and reduce the Purchase Price by an amount equal to the Allocated Value of the excluded Asset; or

(iv)          indemnify Buyer for the Material Title Defect and the Purchase Price shall not be reduced.

(c)                                   The Title Defect Amount shall be determined as follows:

(i)            If Buyer and Seller agree on the Title Defect Amount, that amount shall be the Title Defect Amount;

(ii)           if the Title Defect is a lien which is undisputed and liquidated in amount, then the Title Defect Amount shall be the amount necessary to be paid to remove the Material Title Defect from the affected Asset; provided, however, if the Title Defect Amount exceeds the Allocated Value of the affected Asset, then Seller may choose to exclude the affected Asset from the sale and reduce the Purchase Price by an amount equal to the Allocated Value of the excluded Asset;

(iii)          if the Title Defect represents a discrepancy between (a) the actual Net Revenue Interest for the affected Asset and (b) the Net Revenue Interest or percentage stated on Exhibit C, then the Title Defect Amount shall be the product of the Allocated Value of such affected Asset multiplied by a fraction, the numerator of which is the net revenue interest or percentage ownership decrease and the denominator of which is the net revenue interest or percentage ownership stated on Exhibit C.

(d)           If Seller does not agree with Buyer’s assertion and/or valuation of a Material Title Defect, then Buyer and Seller will resolve the existence and/or value of such Material Title Defect pursuant to Section 9.1 of this Agreement.

(e)           Any Title Defect which is not disclosed to Seller by Buyer at least five (5) days prior to Closing shall conclusively be deemed waived by Buyer for all purposes other than the warranty of title provided by Seller in the Assignment and Bill of Sale .

4.6           Preferential Purchase Rights.

(a)           Seller has not heretofore sent letters to parties holding preferential purchase rights covering the Assets requesting a waiver of such rights as they may apply to the transactions set forth in this Agreement. Seller will provide Buyer an opportunity to review the form of preferential purchase notice and list of parties holding preferential rights prior to issuing the notices. With respect to each preferential purchase right covering the Assets or any portion thereof, upon execution of this Agreement Seller shall identify and shall send to the holder of such right a notice offering to sell to such holder, in accordance with the contractual provisions

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applicable to such right, those Assets covered by such right on the same terms hereof and for the Allocated Value of such Assets, subject to adjustments in the same manner as the Purchase Price is adjusted pursuant to Section 1.4 of this Agreement.

(b)           If, prior to Closing, any holder of a preferential purchase right notifies Seller that it intends to consummate the purchase of the Assets to which its preferential purchase right applies, then those Assets shall be excluded from the Assets to be conveyed to Buyer, and the Purchase Price shall be reduced by the Allocated Value of such Asset; provided however, that if the holder of such preferential purchase right fails to consummate the purchase of the Assets covered by such right, then Seller shall so notify Buyer, and within fifteen (15) business days after Buyer’s receipt of such notice from Seller, Seller shall sell to Buyer, and Buyer shall purchase from Seller, for the Allocated Value of such Asset upon the other terms of this Agreement the Assets to which the preferential purchase right is applied. Provided however, to the extent that Seller and the holder of such preferential purchase right are in a dispute regarding the sale of the Assets covered by such right, then Buyer shall have no obligation to purchase such Assets from Seller.

(c)           Unless otherwise mutually agreed, all Assets for which a preferential purchase right has not been asserted prior to Closing shall be sold to Buyer at Closing pursuant to the provisions of this Agreement. Seller shall identify all agreements and contracts that contain rights of first refusal or preferential right to purchase provisions. Seller and Buyer agree that if a bona fide third party owner or holder of such right(s), asserts said right(s) after the Closing Date, Buyer shall cooperate fully with Seller to reconcile and resolve said claims to the extent the interest conveyed to Buyer is affected. If Seller and Buyer agree in good faith on the validity of such third party’s claim, the reconciliation or resolution with such third party shall include an assignment, as of the Effective Date, of the affected interest from Buyer to such third party and a full reimbursement by Seller to Buyer of that portion of the Purchase Price allocable to the affected interest; and payment to such third party by Buyer of all revenue and income attributable to such interest which has been collected and received by Buyer from and after the Effective Date, less all taxes and other expenses incurred by Buyer attributable to such interest, including but not limited to the costs and legal fees associated with conveying the effective interest from Buyer to such third party. Seller shall, at its sole cost and expense, negotiate terms with third party owners as necessary to fully resolve any outstanding issues with such third party relating to the sale of the affected interest.

4.7           Consents to Assign   After Closing, Seller shall identify and send to each holder of a governmental consent or approval of assignment pertaining to the Assets and the transactions contemplated hereby and that are customarily obtained after Closing a notice seeking such party’s consent to assign the Asset to Buyer or Buyer’s Affiliate, Linn Operating, Inc.  If prior to Closing Seller becomes aware of a holder of a right to consent to assignment pertaining to the Assets and the transactions contemplated hereby (other than a governmental consent or approval customarily obtained after Closing) and Seller fails to obtain such consent prior to the Closing Date and the failure to obtain such consent would (i) cause the assignment of such Asset to Buyer or Linn Operating, Inc. to be void or voidable, (ii) trigger an express termination or right of termination of the lease or document underlying the consent, or (iii) trigger an express monetary penalty, then, and only then, the Asset subject to such failed consent shall be excluded from the sale and the Purchase Price shall be reduced by the Allocated Value of such Asset.

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ARTICLE V

BUYER’S INVESTIGATION OF PHYSICAL CONDITIONS AND SELLER’S DISCLAIMER

5.1           Inspection   On or after the date this Agreement is executed, Buyer shall have the right to enter upon the Assets at its sole cost and risk for the purpose of an inspection of the Physical Conditions of the Assets which are operated by Seller. “Physical Condition” as used herein means the condition of the Assets, including without limitation, equipment in its current state of maintenance and repair, the presence of abandoned oil and gas wells, water wells, sumps and pipelines, whether known or unknown by Seller. Prior to such inspection, Buyer shall Schedule an appointment with the party shown in Section 16.8. Provided, however, that at all times Buyer is present upon the Assets, Buyer shall be accompanied by an individual designated by the party listed in Section 16.8.

5.2           Investigation   Buyer acknowledges that in making the decision to enter into this Agreement and consummate the transactions contemplated hereby, Buyer shall have relied solely on the basis of its own independent investigation, analysis and evaluation of the Assets and the public records relating to the Assets, and upon the express representations, covenants and disclaimers set forth in this Agreement.

5.3           Disclaimer   Except as expressly provided in this Agreement and in the Assignment and Bill of Sale, Seller makes no representations or warranties whatsoever and disclaims all liability and responsibility for any other representation, warranty, statement or information made or communicated (orally or in writing) to Buyer (including, but not limited to, any information contained in the files or any opinions, information or advice which may have been provided to Buyer by any officer, stockholder, director, employee, agent, consultant or representative of Seller). Buyer acknowledges that Seller has not made, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE, OR OTHERWISE RELATING TO (a) THE CONDITIONS OF THE ASSETS (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS), (b) ANY INFRINGEMENT BY SELLER OF ANY PATENT OR PROPRIETARY RIGHT OF ANY THIRD PARTY, AND (c) ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED TO BUYER BY OR ON BEHALF OF SELLER (INCLUDING WITHOUT LIMITATION, WITH RESPECT TO GEOLOGICAL DATA, THE EXISTENCE OR EXTENT OF OIL, GAS OR OTHER MINERAL RESERVES, THE RECOVERABILITY OF OR THE COST OF RECOVERING ANY SUCH RESERVES, THE VALUE OF SUCH RESERVES, ANY PRODUCT PRICING ASSUMPTIONS, AND THE ABILITY TO SELL OIL OR GAS PRODUCTION AFTER CLOSING); provided, however, that the foregoing disclaimer and negation of representations and warranties shall not affect or impair the representations of Seller as set forth in Article II hereof or the special warranty of title in the Assignment and Bill of Sale. Other than as expressly provided in this Agreement or in the Assignment and Bill of Sale, THE SALE OF THE WELLS, EQUIPMENT AND FACILITIES HEREUNDER SHALL BE “AS IS, WHERE IS, WITH ALL FAULTS.”.

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5.4           Indemnity Regarding Access   Buyer agrees to indemnify, defend and hold harmless Seller, its Affiliates, the other owners of interests in the Properties, and all such Persons’ directors, officers, employees, agents and representatives from and against any and all claims, liabilities, losses, costs and expenses (including court costs and reasonable attorneys’ fees), including claims, liabilities, losses, costs and expenses attributable to personal injury, death, or property damage, arising out of or relating to access to the Assets prior to the Closing by Buyer, its Affiliates, or its or their directors, officers, employees, agents or representatives, even if caused in whole or in part by the negligence (whether sole, joint or concurrent), strict liability or other legal fault of any indemnified Person .

ARTICLE VI

BUYER’S INVESTIGATION OF ENVIRONMENTAL CONDITIONS

6.1           Inspection and Assessment of Environmental Condition(s)  Subject to the conditions set forth herein, Buyer shall have access to the Assets, Seller’s personnel, and the books, records and files of Se