Common use of Non-Certification of Units; Legend; Units are Securities Clause in Contracts

Non-Certification of Units; Legend; Units are Securities. (a) Units shall be issued in non-certificated form; provided that the Managing Member may cause the Company to issue certificates to a Member representing the Units held by such Member. (b) If the Managing Member determines that the Company shall issue certificates representing Units to any Member, the following provisions of this Section 3.7 shall apply: (i) The Company shall issue one or more certificates in the name of such Person in such form as it may approve, subject to Section 3.7(b)(ii) (a “Membership Interest Certificate”), which shall evidence the ownership of the Units represented thereby. Each such Membership Interest Certificate shall be denominated in terms of the number of Units evidenced by such Membership Interest Certificate and shall be signed by the Managing Member or an Officer on behalf of the Company. (ii) Each Membership Interest Certificate shall bear a legend substantially in the following form: This certificate evidences a Class A Unit representing an interest in FXCM Holdings, LLC and shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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. The interests in FXCM Holdings, LLC represented by this certificate are subject to restrictions on transfer set forth in the Third Amended and Restated Limited Liability Company Agreement of FXCM Holdings, LLC, dated as of , 2010, by and among each of the members from time to time party thereto, as the same may be amended from time to time. (iii) Each Unit shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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. (iv) The Company shall issue a new Membership Interest Certificate in place of any Membership Interest Certificate previously issued if the holder of the Units represented by such Membership Interest Certificate, as reflected on the books and records of the Company: (A) makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Interest Certificate has been lost, stolen or destroyed; (B) requests the issuance of a new Membership Interest Certificate before the Company has notice that such previously issued Membership Interest Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (C) if requested by the Company, delivers to the Company such security, in form and substance satisfactory to the Company, as the Managing Member may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Interest Certificate; and (D) satisfies any other reasonable requirements imposed by the Company. (v) Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Units represented by a Membership Interest Certificate, the Transferee of such Units shall deliver such Membership Interest Certificate, duly endorsed for Transfer by the Transferee, to the Company for cancellation, and the Company shall thereupon issue a new Membership Interest Certificate to such Transferee for the number of Units being Transferred and, if applicable, cause to be issued to such Transferring Member a new Membership Interest Certificate for the number of Units that were represented by the canceled Membership Interest Certificate and that are not being Transferred.

Non-Certification of Units; Legend; Units are Securities. (a) Units shall be issued in non-certificated form; provided that the Managing Member may cause the Company to issue certificates to a Member representing the Units held by such Member. (b) If the Managing Member determines that the Company shall issue certificates representing Units to any Member, the following provisions of this Section 3.7 shall apply: (i) The Company shall issue one or more certificates in the name of such Person in such form as it may approve, subject to Section 3.7(b)(ii) (a “Membership Interest Certificate”), which shall evidence the ownership of the Units represented thereby. Each such Membership Interest Certificate shall be denominated in terms of the number of Units evidenced by such Membership Interest Certificate and shall be signed by the Managing Member or an Officer on behalf of the Company. (ii) Each Membership Interest Certificate shall bear a legend substantially in the following form: This certificate evidences a Class A Unit representing an interest in FXCM Holdings, DynaVox Systems Holdings LLC and shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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. The interests in FXCM Holdings, DynaVox Systems Holdings LLC represented by this certificate are subject to restrictions on transfer set forth in the Third Amended and Restated Limited Liability Company Agreement of FXCM Holdings, DynaVox Systems Holdings LLC, dated as of , 2010, by and among each of the members from time to time party thereto, as the same may be amended from time to time. (iii) Each Unit shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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. (iv) The Company shall issue a new Membership Interest Certificate in place of any Membership Interest Certificate previously issued if the holder of the Units represented by such Membership Interest Certificate, as reflected on the books and records of the Company: (A) makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Interest Certificate has been lost, stolen or destroyed; (B) requests the issuance of a new Membership Interest Certificate before the Company has notice that such previously issued Membership Interest Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (C) if requested by the Company, delivers to the Company such security, in form and substance satisfactory to the Company, as the Managing Member may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Interest Certificate; and (D) satisfies any other reasonable requirements imposed by the Company. (v) Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Units represented by a Membership Interest Certificate, the Transferee of such Units shall deliver such Membership Interest Certificate, duly endorsed for Transfer by the Transferee, to the Company for cancellation, and the Company shall thereupon issue a new Membership Interest Certificate to such Transferee for the number of Units being Transferred and, if applicable, cause to be issued to such Transferring Member a new Membership Interest Certificate for the number of Units that were represented by the canceled Membership Interest Certificate and that are not being Transferred.

Non-Certification of Units; Legend; Units are Securities. (a) Units shall be issued in non-certificated form; provided that the Managing Member Management Committee may cause the Company to issue certificates to a Member representing the Units held by such Member. If any Unit certificate is issued, then such certificate shall bear a legend as is set forth in Section 9.2 of the Securityholders Agreement and also substantially in the following form; THE INTEREST IN PG HOLDCO, LLC REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN (I) THE NINTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PG HOLDCO, LLC, DATED AS OF APRIL [·], 2014, AS AMENDED, BY AND AMONG PG HOLDCO, LLC AND EACH OF THE MEMBERS FROM TIME TO TIME PARTY THERETO, AS THE SAME MAY BE AMENDED FROM TIME TO TIME AND THE (II) THE SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT OF PG HOLDCO, LLC DATED AS OF NOVEMBER 9, 2012 BY PG HOLDCO, LLC AND SOME OR ALL OF THE MEMBERS FROM TIME TO TIME PARTY THERETO, AS THE SAME MAY BE AMENDED FROM TIME TO TIME. (b) If the Managing Member determines that the Company shall issue certificates representing Units to any Member, the following provisions of this Section 3.7 shall apply: (i) The Company shall issue one or more certificates in the name of such Person in such form as it may approve, subject to Section 3.7(b)(ii) (a “Membership Interest Certificate”), which shall evidence the ownership of the hereby irrevocably elects that all Units represented thereby. Each such Membership Interest Certificate shall be denominated in terms of the number of Units evidenced “securities” governed by such Membership Interest Certificate and shall be signed by the Managing Member or an Officer on behalf of the Company. (ii) Each Membership Interest Certificate shall bear a legend substantially in the following form: This certificate evidences a Class A Unit representing an interest in FXCM Holdings, LLC and shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding Delaware or analogous provisions of in the Uniform Commercial Code of in effect in any other applicable jurisdiction that now or hereafter substantially includes jurisdiction. This Section 5.7(b) shall not be amended without the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference prior written consent of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. The interests in FXCM Holdings, LLC represented by this certificate are subject to restrictions on transfer set forth in the Third Amended and Restated Limited Liability Company Agreement of FXCM Holdings, LLC, dated as of , 2010, by and among each all of the members from time to time party thereto, as the same may be amended from time to time. (iii) Each Unit shall constitute a “security” within the meaning ofMembers, and any purported amendment to this Section 5.7(b) in violation of the foregoing shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, null and (ii) the corresponding provisions 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, 1995void. (iv) The Company shall issue a new Membership Interest Certificate in place of any Membership Interest Certificate previously issued if the holder of the Units represented by such Membership Interest Certificate, as reflected on the books and records of the Company: (A) makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Interest Certificate has been lost, stolen or destroyed; (B) requests the issuance of a new Membership Interest Certificate before the Company has notice that such previously issued Membership Interest Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (C) if requested by the Company, delivers to the Company such security, in form and substance satisfactory to the Company, as the Managing Member may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Interest Certificate; and (D) satisfies any other reasonable requirements imposed by the Company. (v) Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Units represented by a Membership Interest Certificate, the Transferee of such Units shall deliver such Membership Interest Certificate, duly endorsed for Transfer by the Transferee, to the Company for cancellation, and the Company shall thereupon issue a new Membership Interest Certificate to such Transferee for the number of Units being Transferred and, if applicable, cause to be issued to such Transferring Member a new Membership Interest Certificate for the number of Units that were represented by the canceled Membership Interest Certificate and that are not being Transferred.

Non-Certification of Units; Legend; Units are Securities. (a) Units shall be issued in non-certificated form; provided that the Managing Member may cause the Company to issue certificates to a Member representing the Units held by such Member. (b) If the Managing Member determines that the Company shall issue certificates representing Units to any Member, the following provisions of this Section 3.7 shall apply: (i) The Company shall issue one or more certificates in the name of such Person in such form as it may approve, subject to Section 3.7(b)(ii) (a “Membership Interest Certificate”), which shall evidence the ownership of the Units represented thereby. Each such Membership Interest Certificate shall be denominated in terms of the number of Units evidenced by such Membership Interest Certificate and shall be signed by the Managing Member or an Officer on behalf of the Company. (ii) Each Membership Interest Certificate shall bear a legend substantially in the following form: This certificate evidences a Class THIS CERTIFICATE EVIDENCES A Unit representing an interest in FXCM HoldingsCLASS UNIT REPRESENTING AN INTEREST IN TERRAFORM GLOBAL, LLC and shall constitute a AND SHALL CONSTITUTE A “securitySECURITY” within the meaning ofWITHIN THE MEANING OF, and shall be governed byAND SHALL BE GOVERNED BY, (iI) Article ARTICLE 8 of the Uniform Commercial Code OF THE UNIFORM COMMERCIAL CODE (including Section INCLUDING SECTION 8-102(a)(15102(A)(15) thereofTHEREOF) as in effect from time to time in the State of DelawareAS IN EFFECT FROM TIME TO TIME IN THE STATE OF DELAWARE, and AND (iiII) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the THE CORRESPONDING PROVISIONS OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 revisions to Article 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 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. The interests in FXCM HoldingsTHE LIMITED LIABILITY COMPANY INTERESTS IN TERRAFORM GLOBAL, LLC represented by this certificate are subject to restrictions on transfer set forth in the Third Amended and Restated Limited Liability Company Agreement of FXCM HoldingsHAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE AND ANY OTHER APPLICABLE SECURITIES LAWS; (II) THE TERMS AND CONDITIONS OF THIS FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT; AND (III) ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BETWEEN THE MANAGING MEMBER AND THE APPLICABLE MEMBER. THE LIMITED LIABILITY COMPANY INTERESTS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS, THIS FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT AND ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BY THE MANAGING MEMBER AND THE APPLICABLE MEMBER. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH LIMITED LIABILITY COMPANY INTERESTS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME. THE INTERESTS IN TERRAFORM GLOBAL, LLC REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TERRAFORM GLOBAL, LLC, dated as of DATED AS OF , 20102015, by and among each of the members from time to time party theretoBY AND AMONG EACH OF THE MEMBERS FROM TIME TO TIME PARTY THERETO, as the same may be amended from time to timeAS THE SAME MAY BE AMENDED FROM TIME TO TIME. (iii) Each Unit shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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. (iv) The Company shall issue a new Membership Interest Certificate in place of any Membership Interest Certificate previously issued if the holder of the Units represented by such Membership Interest Certificate, as reflected on the books and records of the Company: (A) makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Interest Certificate has been lost, stolen or destroyed; (B) requests the issuance of a new Membership Interest Certificate before the Company has notice that such previously issued Membership Interest Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (C) if requested by the Company, delivers to the Company such security, in form and substance satisfactory to the Company, as the Managing Member may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Interest Certificate; and (D) satisfies any other reasonable requirements imposed by the Company. (v) Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Units represented by a Membership Interest Certificate, the Transferee of such Units shall deliver such Membership Interest Certificate, duly endorsed for Transfer by the Transferee, to the Company for cancellation, and the Company shall thereupon issue a new Membership Interest Certificate to such Transferee for the number of Units being Transferred and, if applicable, cause to be issued to such Transferring Member a new Membership Interest Certificate for the number of Units that were represented by the canceled Membership Interest Certificate and that are not being Transferred.

Non-Certification of Units; Legend; Units are Securities. (a) Units shall be issued in non-certificated form; provided that the Managing Member Board of Managers may cause the Company to issue certificates to a Member representing the Units held by such Member. (b) . If the Managing Member determines that the Company shall issue certificates representing Units to any MemberUnit certificate is issued, the following provisions of this Section 3.7 shall apply: (i) The Company shall issue one or more certificates in the name of then such Person in such form as it may approve, subject to Section 3.7(b)(ii) (a “Membership Interest Certificate”), which shall evidence the ownership of the Units represented thereby. Each such Membership Interest Certificate shall be denominated in terms of the number of Units evidenced by such Membership Interest Certificate and shall be signed by the Managing Member or an Officer on behalf of the Company. (ii) Each Membership Interest Certificate certificate shall bear a legend as is set forth in Section 9.2 of the Securityholders Agreement and also substantially in the following form: This certificate evidences a [SFRO Preferred] [Preferred] [Class A [A][D][E][G][M][MEP][N][O] Unit representing an interest in FXCM Holdings21st Century Oncology Investments, LLC and shall constitute be a “security” security within the meaning of, and shall be governed by, (i) of Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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, 1995Code. The interests interest in FXCM Holdings21st Century Oncology Investments, LLC represented by this certificate are is subject to restrictions on transfer set forth in (i) the Third [Then Effective] Amended and Restated Limited Liability Company Agreement of FXCM Holdings21st Century Oncology Investments, LLC, dated as of , 2010[Applicable Date], by and among 21st Century Oncology Investments, LLC and each of the members from time to time party thereto, as the same may be amended from time to time and the (ii) the Second Amended and Restated Securityholders Agreement of 21st Century Oncology Investments, LLC dated as of September 26, 2014, by and among 21st Century Oncology Investments, LLC and some or all of the members from time to time party thereto, as the same may be amended from time to time. (iiib) Each Unit shall constitute a “security” within the meaning of, and The Company hereby irrevocably elects that all Units shall be “securities” governed by, (i) by Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding Delaware or analogous provisions of in the Uniform Commercial Code of in effect in any other applicable jurisdiction that now or hereafter substantially includes jurisdiction. This Section 3.9(b) shall not be amended without the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference prior written consent of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. (iv) The Company shall issue a new Membership Interest Certificate in place of any Membership Interest Certificate previously issued if the holder all of the Units represented by such Membership Interest CertificateMembers, as reflected on the books and records any purported amendment to this Section 3.9(b) in violation of the Company: (A) makes proof by affidavit, in form foregoing shall be null and substance satisfactory to the Company, that such previously issued Membership Interest Certificate has been lost, stolen or destroyed; (B) requests the issuance of a new Membership Interest Certificate before the Company has notice that such previously issued Membership Interest Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (C) if requested by the Company, delivers to the Company such security, in form and substance satisfactory to the Company, as the Managing Member may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Interest Certificate; and (D) satisfies any other reasonable requirements imposed by the Companyvoid. (v) Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Units represented by a Membership Interest Certificate, the Transferee of such Units shall deliver such Membership Interest Certificate, duly endorsed for Transfer by the Transferee, to the Company for cancellation, and the Company shall thereupon issue a new Membership Interest Certificate to such Transferee for the number of Units being Transferred and, if applicable, cause to be issued to such Transferring Member a new Membership Interest Certificate for the number of Units that were represented by the canceled Membership Interest Certificate and that are not being Transferred.

Non-Certification of Units; Legend; Units are Securities. (a) Units shall be issued in non-certificated form; provided that the Managing Member may cause the Company to issue certificates to a Member representing the Units held by such Member. (b) If the Managing Member determines that the Company shall issue certificates representing Units to any Member, the following provisions of this Section 3.7 shall apply: (i) The Company shall issue one or more certificates in the name of such Person in such form as it may approve, subject to Section 3.7(b)(ii) (a “Membership Interest Certificate”), which shall evidence the ownership of the Units represented thereby. Each such Membership Interest Certificate shall be denominated in terms of the number of Units evidenced by such Membership Interest Certificate and shall be signed by the Managing Member or an Officer on behalf of the Company. (ii) Each Membership Interest Certificate shall bear a legend substantially in the following form: This certificate evidences a Class THIS CERTIFICATE EVIDENCES A Unit representing an interest in FXCM HoldingsLLC UNIT REPRESENTING AN INTEREST IN H.D.D. LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, LLC and shall constitute a “security” within the meaning of, and shall be governed byAND SHALL BE GOVERNED BY, (iI) Article ARTICLE 8 of the Uniform Commercial Code OF THE UNIFORM COMMERCIAL CODE (including Section INCLUDING SECTION 8-102(a)(15102(A)(15) thereofTHEREOF) as in effect from time to time in the State of DelawareAS IN EFFECT FROM TIME TO TIME IN THE STATE OF CALIFORNIA, and AND (iiII) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the THE CORRESPONDING PROVISIONS OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 revisions to Article 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 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. The interests in FXCM Holdings, THE INTERESTS IN H.D.D. LLC represented by this certificate are subject to restrictions on transfer set forth in the Third Amended and Restated Limited Liability Company Agreement of FXCM Holdings, REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF H.D.D. LLC, dated as of DATED AS OF [ ], 20102013, by and among each of the members from time to time party theretoBY AND AMONG EACH OF THE MEMBERS FROM TIME TO TIME PARTY THERETO, as the same may be amended from time to timeAS THE SAME MAY BE AMENDED FROM TIME TO TIME. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE REQUIREMENTS OF ACT. THE UNITS REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER CONDITIONS AND RESTRICTIONS, AS SET FORTH IN THAT CERTAIN OPERATING AGREEMENT FOR H.D.D. LLC DATED AS OF [ ], 2013, AS THE SAME MAY BE AMENDED, A COPY OF WHICH WILL BE FURNISHED BY THE COMPANY, WITHOUT CHARGE, TO THE HOLDER OF THIS CERTIFICATE UPON WRITTEN REQUEST THEREFOR. SUCH RIGHTS AND RESTRICTIONS ARE BINDING ON TRANSFEREES OF THE SHARES. (iii) Each Unit shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of DelawareCalifornia, and (ii) the corresponding provisions 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. (iv) The Company shall issue a new Membership Interest Certificate in place of any Membership Interest Certificate previously issued if the holder of the Units represented by such Membership Interest Certificate, as reflected on the books and records of the Company: (A) makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Interest Certificate has been lost, stolen or destroyed; (B) requests the issuance of a new Membership Interest Certificate before the Company has notice that such previously issued Membership Interest Certificate has been acquired by a purchaser for value in good faith Good Faith and without notice of an adverse claim; (C) if requested by the Company, delivers to the Company such security, in form and substance satisfactory to the Company, as the Managing Member may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Interest Certificate; and (D) satisfies any other reasonable requirements imposed by the Company. (v) Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Units represented by a Membership Interest Certificate, the Transferee of such Units shall deliver such Membership Interest Certificate, duly endorsed for Transfer by the Transferee, to the Company for cancellation, and the Company shall thereupon issue a new Membership Interest Certificate to such Transferee for the number of Units being Transferred and, if applicable, cause to be issued to such Transferring Member a new Membership Interest Certificate for the number of Units that were represented by the canceled Membership Interest Certificate and that are not being Transferred.

Non-Certification of Units; Legend; Units are Securities. (a) Units shall be issued in non-certificated form; provided that the Managing Member may cause the Company to issue certificates to a Member representing the Units held by such Member. (b) If the Managing Member determines that the Company shall issue certificates representing Units to any Member, the following provisions of this Section 3.7 3.8 shall apply: (i) The Company shall issue one or more certificates in the name of such Person in such form as it may approve, subject to Section 3.7(b)(ii3.8(b)(ii) (a “Membership Company Interest Certificate”), which shall evidence the ownership of the Units represented thereby. Each such Membership Company Interest Certificate shall be denominated in terms of the number of Units evidenced by such Membership Company Interest Certificate and shall be signed by the Managing Member or an Officer on behalf of the Company. (ii) Each Membership Company Interest Certificate shall bear a legend substantially in the following form: This certificate evidences a Class A Common Unit representing an interest in FXCM HoldingsThe Habit Restaurants, LLC and shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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. The interests in FXCM HoldingsThe Habit Restaurants, LLC represented by this certificate are subject to restrictions on transfer set forth in the Third Amended and Restated Limited Liability Company Agreement of FXCM HoldingsThe Habit Restaurants, LLC, dated as of November 13, 20102013, by and among each of the members from time to time party thereto, as the same may be amended from time to time. (iii) Each Unit shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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. (iv) The Company shall issue a new Membership Company Interest Certificate in place of any Membership Company Interest Certificate previously issued if the holder of the Units represented by such Membership Company Interest Certificate, as reflected on the books and records of the Company: (A) makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Company Interest Certificate has been lost, stolen or destroyed; (B) requests the issuance of a new Membership Company Interest Certificate before the Company has notice that such previously issued Membership Company Interest Certificate has been acquired by a purchaser for value in good faith Good Faith and without notice of an adverse claim; (C) if requested by the Company, delivers to the Company such security, in form and substance satisfactory to the Company, as the Managing Member may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Company Interest Certificate; and (D) satisfies any other reasonable requirements imposed by the Company. (v) Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Units represented by a Membership Company Interest Certificate, the Transferee of such Units shall deliver such Membership Company Interest Certificate, duly endorsed for Transfer by the Transferee, to the Company for cancellation, and the Company shall thereupon issue a new Membership Company Interest Certificate to such Transferee for the number of Units being Transferred and, if applicable, cause to be issued to such Transferring Member a new Membership Company Interest Certificate for the number of Units that were represented by the canceled Membership Company Interest Certificate and that are not being Transferred.

Non-Certification of Units; Legend; Units are Securities. (a) Units shall be issued in non-certificated form; provided that the Managing Member may cause the Company to issue certificates to a Member representing the Units held by such Member. (b) If the Managing Member determines that the Company shall issue certificates representing Units to any Member, the following provisions of this Section 3.7 shall apply: (i) The Company shall issue one or more certificates in the name of such Person in such form as it may approve, subject to Section 3.7(b)(ii) (a “Membership Interest Certificate”), which shall evidence the ownership of the Units represented thereby. Each such Membership Interest Certificate shall be denominated in terms of the number of Units evidenced by such Membership Interest Certificate and shall be signed by the Managing Member or an Officer on behalf of the Company. (ii) Each Membership Interest Certificate shall bear a legend substantially in the following form: This certificate evidences a Class THIS CERTIFICATE EVIDENCES A Unit representing an interest in FXCM HoldingsLLC UNIT REPRESENTING AN INTEREST IN H.D.D. LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, LLC and shall constitute a “security” within the meaning of, and shall be governed byAND SHALL BE GOVERNED BY, (iI) Article ARTICLE 8 of the Uniform Commercial Code OF THE UNIFORM COMMERCIAL CODE (including Section INCLUDING SECTION 8-102(a)(15102(A)(15) thereofTHEREOF) as in effect from time to time in the State of DelawareAS IN EFFECT FROM TIME TO TIME IN THE STATE OF CALIFORNIA, and AND (iiII) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the THE CORRESPONDING PROVISIONS OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 revisions to Article 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 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. The interests in FXCM Holdings, THE INTERESTS IN H.D.D. LLC represented by this certificate are subject to restrictions on transfer set forth in the Third Amended and Restated Limited Liability Company Agreement of FXCM Holdings, REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF H.D.D. LLC, dated as of DATED AS OF APRIL 18, 20102013, by and among each of the members from time to time party theretoBY AND AMONG EACH OF THE MEMBERS FROM TIME TO TIME PARTY THERETO, as the same may be amended from time to timeAS THE SAME MAY BE AMENDED FROM TIME TO TIME. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE REQUIREMENTS OF ACT. THE UNITS REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER CONDITIONS AND RESTRICTIONS, AS SET FORTH IN THAT CERTAIN THIRD AMENDED AND RESTATED OPERATING AGREEMENT FOR H.D.D. LLC DATED AS OF APRIL 18, 2013, AS THE SAME MAY BE AMENDED, A COPY OF WHICH WILL BE FURNISHED BY THE COMPANY, WITHOUT CHARGE, TO THE HOLDER OF THIS CERTIFICATE UPON WRITTEN REQUEST THEREFOR. SUCH RIGHTS AND RESTRICTIONS ARE BINDING ON TRANSFEREES OF THE SHARES. (iii) Each Unit shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of DelawareCalifornia, and (ii) the corresponding provisions 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. (iv) The Company shall issue a new Membership Interest Certificate in place of any Membership Interest Certificate previously issued if the holder of the Units represented by such Membership Interest Certificate, as reflected on the books and records of the Company: (A) makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Interest Certificate has been lost, stolen or destroyed; (B) requests the issuance of a new Membership Interest Certificate before the Company has notice that such previously issued Membership Interest Certificate has been acquired by a purchaser for value in good faith Good Faith and without notice of an adverse claim; (C) if requested by the Company, delivers to the Company such security, in form and substance satisfactory to the Company, as the Managing Member may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Interest Certificate; and (D) satisfies any other reasonable requirements imposed by the Company. (v) Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Units represented by a Membership Interest Certificate, the Transferee of such Units shall deliver such Membership Interest Certificate, duly endorsed for Transfer by the Transferee, to the Company for cancellation, and the Company shall thereupon issue a new Membership Interest Certificate to such Transferee for the number of Units being Transferred and, if applicable, cause to be issued to such Transferring Member a new Membership Interest Certificate for the number of Units that were represented by the canceled Membership Interest Certificate and that are not being Transferred.

Non-Certification of Units; Legend; Units are Securities. (a) Units shall be issued in non-certificated form; provided that the Managing Member may cause the Company to issue certificates to a Member representing the Units held by such Member. (b) If the Managing Member determines that the Company shall issue certificates representing Units to any Member, the following provisions of this Section 3.7 shall apply: (i) The Company shall issue one or more certificates in the name of such Person in such form as it may approve, subject to Section 3.7(b)(ii) (a “Membership Company Interest Certificate”), which shall evidence the ownership of the Units represented thereby. Each such Membership Company Interest Certificate shall be denominated in terms of the number of Units evidenced by such Membership Company Interest Certificate and shall be signed by the Managing Member or an Officer on behalf of the Company. (ii) Each Membership Company Interest Certificate shall bear a legend substantially in the following form: This certificate evidences a Class A Common Unit representing an interest in FXCM HoldingsLBM Midco, LLC and shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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. The interests in FXCM HoldingsLBM Midco, LLC represented by this certificate are subject to restrictions on transfer set forth in the Third Amended and Restated Limited Liability Company Agreement of FXCM HoldingsLBM Midco, LLC, dated as of April [·], 20102018, by and among each of the members from time to time party thereto, as the same may be amended from time to time, and such interests in LBM Midco, LLC may not be transferred except as provided therein. (iii) Each Unit shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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. (iv) The Company shall issue a new Membership Company Interest Certificate in place of any Membership Company Interest Certificate previously issued if the holder of the Units represented by such Membership Company Interest Certificate, as reflected on the books and records of the Company: (A) makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Company Interest Certificate has been lost, stolen or destroyed; (B) requests the issuance of a new Membership Company Interest Certificate before the Company has notice that such previously issued Membership Company Interest Certificate has been acquired by a purchaser for value in good faith Good Faith and without notice of an adverse claim; (C) if requested by the Company, delivers to the Company such security, in form and substance satisfactory to the Company, as the Managing Member may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Company Interest Certificate; and (D) satisfies any other reasonable requirements imposed by the Company. (v) Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Units represented by a Membership Company Interest Certificate, the Transferee of such Units shall deliver such Membership Company Interest Certificate, duly endorsed for Transfer by the Transferee, to the Company for cancellation, and the Company shall thereupon issue a new Membership Company Interest Certificate to such Transferee for the number of Units being Transferred and, if applicable, cause to be issued to such Transferring Member a new Membership Company Interest Certificate for the number of Units that were represented by the canceled Membership Company Interest Certificate and that are not being Transferred.

Non-Certification of Units; Legend; Units are Securities. (a) Units shall be issued in non-certificated form; provided that the Managing Member may cause the Company to issue certificates to a Member representing the Units held by such Member. (b) If the Managing Member determines that the Company shall issue certificates representing Units to any Member, the following provisions of this Section 3.7 shall apply: (i) The Company shall issue one or more certificates in the name of such Person in such form as it may approve, subject to Section 3.7(b)(ii) (a “Membership Interest Certificate”), which shall evidence the ownership of the Units represented thereby. Each such Membership Interest Certificate shall be denominated in terms of the number of Units evidenced by such Membership Interest Certificate and shall be signed by the Managing Member or an Officer on behalf of the Company. (ii) Each Membership Interest Certificate shall bear a legend substantially in the following form: This certificate evidences a Class THIS CERTIFICATE EVIDENCES A Unit representing an interest in FXCM HoldingsCLASS UNIT REPRESENTING AN INTEREST IN NRG YIELD LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, LLC and shall constitute a “security” within the meaning of, and shall be governed byAND SHALL BE GOVERNED BY, (iI) Article ARTICLE 8 of the Uniform Commercial Code OF THE UNIFORM COMMERCIAL CODE (including Section INCLUDING SECTION 8-102(a)(15102(A)(15) thereofTHEREOF) as in effect from time to time in the State of DelawareAS IN EFFECT FROM TIME TO TIME IN THE STATE OF DELAWARE, and AND (iiII) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the THE CORRESPONDING PROVISIONS OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 revisions to Article 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 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. The interests in FXCM Holdings, THE INTERESTS IN NRG YIELD LLC represented by this certificate are subject to restrictions on transfer set forth in the Third Amended and Restated Limited Liability Company Agreement of FXCM Holdings, REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NRG YIELD LLC, dated as of DATED AS OF AUGUST 31, 20102018 BY AND AMONG EACH OF THE MEMBERS FROM TIME TO TIME PARTY THERETO, by and among each of the members from time to time party thereto, as the same may be amended from time to timeAS THE SAME MAY BE AMENDED FROM TIME TO TIME. (iii) Each Unit shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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. (iv) The Company shall issue a new Membership Interest Certificate in place of any Membership Interest Certificate previously issued if the holder of the Units represented by such Membership Interest Certificate, as reflected on the books and records of the Company: (A) makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Interest Certificate has been lost, stolen or destroyed; (B) requests the issuance of a new Membership Interest Certificate before the Company has notice that such previously issued Membership Interest Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (C) if requested by the Company, delivers to the Company such security, in form and substance satisfactory to the Company, as the Managing Member may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Interest Certificate; and (D) satisfies any other reasonable requirements imposed by the Company. (v) Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Units represented by a Membership Interest Certificate, the Transferee of such Units shall deliver such Membership Interest Certificate, duly endorsed for Transfer by the Transferee, to the Company for cancellation, and the Company shall thereupon issue a new Membership Interest Certificate to such Transferee for the number of Units being Transferred and, if applicable, cause to be issued to such Transferring Member a new Membership Interest Certificate for the number of Units that were represented by the canceled Membership Interest Certificate and that are not being Transferred.

Non-Certification of Units; Legend; Units are Securities. (a) Units shall be issued in non-certificated form; provided that the Managing Member Board of Managers may cause the Company to issue certificates to a Member representing the Units held by such Member. (b) . If the Managing Member determines that the Company shall issue certificates representing Units to any MemberUnit certificate is issued, the following provisions of this Section 3.7 shall apply: (i) The Company shall issue one or more certificates in the name of then such Person in such form as it may approve, subject to Section 3.7(b)(ii) (a “Membership Interest Certificate”), which shall evidence the ownership of the Units represented thereby. Each such Membership Interest Certificate shall be denominated in terms of the number of Units evidenced by such Membership Interest Certificate and shall be signed by the Managing Member or an Officer on behalf of the Company. (ii) Each Membership Interest Certificate certificate shall bear a legend as is set forth in Section 9.2 of the Securityholders Agreement and also substantially in the following form: This certificate evidences a [Preferred] [Class A [A][G][M][MEP][N][O] Unit representing an interest in FXCM HoldingsRadiation Therapy Investments, LLC and shall constitute be a “security” security within the meaning of, and shall be governed by, (i) of Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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, 1995Code. The interests interest in FXCM HoldingsRadiation Therapy Investments, LLC represented by this certificate are is subject to restrictions on transfer set forth in (i) the Third [Then Effective] Amended and Restated Limited Liability Company Agreement of FXCM HoldingsRadiation Therapy Investments, LLC, dated as of , 2010[Applicable Date], by and among Radiation Therapy Investments, LLC and each of the members from time to time party thereto, as the same may be amended from time to time and the (ii) the Amended and Restated Securityholders Agreement of Radiation Therapy Investments, LLC dated as of March 25, 2008, by and among Radiation Therapy Investments, LLC and some or all of the members from time to time party thereto, as the same may be amended from time to time. (iiib) Each Unit shall constitute a “security” within the meaning of, and The Company hereby irrevocably elects that all Units shall be “securities” governed by, (i) by Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding Delaware or analogous provisions of in the Uniform Commercial Code of in effect in any other applicable jurisdiction that now or hereafter substantially includes jurisdiction. This Section 3.9(b) shall not be amended without the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference prior written consent of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. (iv) The Company shall issue a new Membership Interest Certificate in place of any Membership Interest Certificate previously issued if the holder all of the Units represented by such Membership Interest CertificateMembers, as reflected on the books and records any purported amendment to this Section 3.9(b) in violation of the Company: (A) makes proof by affidavit, in form foregoing shall be null and substance satisfactory to the Company, that such previously issued Membership Interest Certificate has been lost, stolen or destroyed; (B) requests the issuance of a new Membership Interest Certificate before the Company has notice that such previously issued Membership Interest Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (C) if requested by the Company, delivers to the Company such security, in form and substance satisfactory to the Company, as the Managing Member may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Interest Certificate; and (D) satisfies any other reasonable requirements imposed by the Companyvoid. (v) Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Units represented by a Membership Interest Certificate, the Transferee of such Units shall deliver such Membership Interest Certificate, duly endorsed for Transfer by the Transferee, to the Company for cancellation, and the Company shall thereupon issue a new Membership Interest Certificate to such Transferee for the number of Units being Transferred and, if applicable, cause to be issued to such Transferring Member a new Membership Interest Certificate for the number of Units that were represented by the canceled Membership Interest Certificate and that are not being Transferred.

Non-Certification of Units; Legend; Units are Securities. (a) Units shall be issued in non-certificated form; provided that the Managing Member may cause the Company to issue certificates to a Member representing the Units held by such Member. (b) If the Managing Member determines that the Company shall issue certificates representing Units to any Member, the following provisions of this Section 3.7 3.8 shall apply: (i) The Company shall issue one or more certificates in the name of such Person in such form as it may approve, subject to Section 3.7(b)(ii3.8(b)(ii) (a “Membership Interest Certificate”), which shall evidence the ownership of the Units represented thereby. Each such Membership Interest Certificate shall be denominated in terms of the number of Units evidenced by such Membership Interest Certificate and shall be signed by the Managing Member or an Officer on behalf of the Company. (ii) Each Membership Interest Certificate shall bear a legend substantially in the following form: This certificate evidences a Class THIS CERTIFICATE EVIDENCES A Unit representing an interest in FXCM HoldingsSERIES [ ] UNIT REPRESENTING AN INTEREST IN PBF ENERGY COMPANY LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, LLC and shall constitute a “security” within the meaning of, and shall be governed byAND SHALL BE GOVERNED BY, (iI) Article ARTICLE 8 of the Uniform Commercial Code OF THE UNIFORM COMMERCIAL CODE (including Section INCLUDING SECTION 8-102(a)(15102(A)(15) thereofTHEREOF) as in effect from time to time in the State of DelawareAS IN EFFECT FROM TIME TO TIME IN THE STATE OF DELAWARE, and AND (iiII) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the THE CORRESPONDING PROVISIONS 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. The interests in FXCM Holdings, REVISIONS TO ARTICLE THE INTERESTS IN PBF ENERGY COMPANY LLC represented by this certificate are subject to restrictions on transfer set forth in the Third Amended and Restated Limited Liability Company Agreement of FXCM Holdings, REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PBF ENERGY COMPANY LLC, dated as of DATED AS OF [ ], 20102012, by and among each of the members from time to time party theretoBY AND AMONG EACH OF THE MEMBERS FROM TIME TO TIME PARTY THERETO, as the same may be amended from time to timeAS THE SAME MAY BE AMENDED FROM TIME TO TIME. (iii) Each Unit shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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. (iv) The Company shall issue a new Membership Interest Certificate in place of any Membership Interest Certificate previously issued if the holder of the Units represented by such Membership Interest Certificate, as reflected on the books and records of the Company: (A) makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Interest Certificate has been lost, stolen or destroyed; (B) requests the issuance of a new Membership Interest Certificate before the Company has notice that such previously issued Membership Interest Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (C) if requested by the Company, delivers to the Company such security, in form and substance satisfactory to the Company, as the Managing Member may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Interest Certificate; and (D) satisfies any other reasonable requirements imposed by the Company. (v) Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Units represented by a Membership Interest Certificate, the Transferee of such Units shall deliver such Membership Interest Certificate, duly endorsed for Transfer by the Transferee, to the Company for cancellation, and the Company shall thereupon issue a new Membership Interest Certificate to such Transferee for the number of Units being Transferred and, if applicable, cause to be issued to such Transferring Member a new Membership Interest Certificate for the number of Units that were represented by the canceled Membership Interest Certificate and that are not being Transferred.

Non-Certification of Units; Legend; Units are Securities. (a) Units shall be issued in non-certificated form; provided that the Managing Member may cause the Company to issue certificates to a Member representing the Units held by such Member. (b) If the Managing Member determines that the Company shall issue certificates representing Units to any Member, the following provisions of this Section 3.7 shall apply: (i) The Company shall issue one or more certificates in the name of such Person in such form as it may approve, subject to Section 3.7(b)(ii) (a “Membership Company Interest Certificate”), which shall evidence the ownership of the Units represented thereby. Each such Membership Company Interest Certificate shall be denominated in terms of the number of Units evidenced by such Membership Company Interest Certificate and shall be signed by the Managing Member or an Officer on behalf of the Company. (ii) Each Membership Company Interest Certificate shall bear a legend substantially in the following form: This certificate evidences a Class A Unit representing an interest in FXCM PetIQ Holdings, LLC and shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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. The interests in FXCM PetIQ Holdings, LLC represented by this certificate are subject to restrictions on transfer set forth in the Third Sixth Amended and Restated Limited Liability Company Agreement of FXCM PetIQ Holdings, LLC, dated as of [ ], 20102017, by and among each of the members from time to time party thereto, as the same may be amended from time to time. (iii) Each Unit shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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. (iv) The Company shall issue a new Membership Company Interest Certificate in place of any Membership Company Interest Certificate previously issued if the holder of the Units represented by such Membership Company Interest Certificate, as reflected on the books and records of the Company: (A) makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Company Interest Certificate has been lost, stolen or destroyed; (B) requests the issuance of a new Membership Company Interest Certificate before the Company has notice that such previously issued Membership Company Interest Certificate has been acquired by a purchaser for value in good faith Good Faith and without notice of an adverse claim; (C) if requested by the Company, delivers to the Company such security, in form and substance satisfactory to the Company, as the Managing Member may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Company Interest Certificate; and (D) satisfies any other reasonable requirements imposed by the Company. (v) Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Units represented by a Membership Company Interest Certificate, the Transferee of such Units shall deliver such Membership Company Interest Certificate, duly endorsed for Transfer by the Transferee, to the Company for cancellation, and the Company shall thereupon issue a new Membership Company Interest Certificate to such Transferee for the number of Units being Transferred and, if applicable, cause to be issued to such Transferring Member a new Membership Company Interest Certificate for the number of Units that were represented by the canceled Membership Company Interest Certificate and that are not being Transferred.

Non-Certification of Units; Legend; Units are Securities. (a) Units shall be issued in non-certificated form; provided that the Managing Member may cause the Company to issue certificates to a Member representing the Units held by such Member. (b) If the Managing Member determines that the Company shall issue certificates representing Units to any Member, the following provisions of this Section 3.7 3.8 shall apply: (i) The Company shall issue one or more certificates in the name of such Person in such form as it may approve, subject to Section 3.7(b)(ii3.8(b)(ii) (a “Membership Interest Certificate”), which shall evidence the ownership of the Units represented thereby. Each such Membership Interest Certificate shall be denominated in terms of the number of Units evidenced by such Membership Interest Certificate and shall be signed by the Managing Member or an Officer on behalf of the Company. (ii) Each Membership Interest Certificate shall bear a legend substantially in the following form: This certificate evidences a Class THIS CERTIFICATE EVIDENCES A Unit representing an interest in FXCM HoldingsCLASS [ ] UNIT REPRESENTING AN INTEREST IN NRG YIELD LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, LLC and shall constitute a “security” within the meaning of, and shall be governed byAND SHALL BE GOVERNED BY, (iI) Article ARTICLE 8 of the Uniform Commercial Code OF THE UNIFORM COMMERCIAL CODE (including Section INCLUDING SECTION 8-102(a)(15102(A)(15) thereofTHEREOF) as in effect from time to time in the State of DelawareAS IN EFFECT FROM TIME TO TIME IN THE STATE OF DELAWARE, and AND (iiII) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the THE CORRESPONDING PROVISIONS OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 revisions to Article 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 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. The interests in FXCM Holdings, THE INTERESTS IN NRG YIELD LLC represented by this certificate are subject to restrictions on transfer set forth in the Third Amended and Restated Limited Liability Company Agreement of FXCM Holdings, REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NRG YIELD LLC, dated as of DATED AS OF [ ], 20102013, by and among each of the members from time to time party theretoBY AND AMONG EACH OF THE MEMBERS FROM TIME TO TIME PARTY THERETO, as the same may be amended from time to timeAS THE SAME MAY BE AMENDED FROM TIME TO TIME. (iii) Each Unit shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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. (iv) The Company shall issue a new Membership Interest Certificate in place of any Membership Interest Certificate previously issued if the holder of the Units represented by such Membership Interest Certificate, as reflected on the books and records of the Company: (A) makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Interest Certificate has been lost, stolen or destroyed; (B) requests the issuance of a new Membership Interest Certificate before the Company has notice that such previously issued Membership Interest Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (C) if requested by the Company, delivers to the Company such security, in form and substance satisfactory to the Company, as the Managing Member may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Interest Certificate; and (D) satisfies any other reasonable requirements imposed by the Company. (v) Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Units represented by a Membership Interest Certificate, the Transferee of such Units shall deliver such Membership Interest Certificate, duly endorsed for Transfer by the Transferee, to the Company for cancellation, and the Company shall thereupon issue a new Membership Interest Certificate to such Transferee for the number of Units being Transferred and, if applicable, cause to be issued to such Transferring Member a new Membership Interest Certificate for the number of Units that were represented by the canceled Membership Interest Certificate and that are not being Transferred.

Non-Certification of Units; Legend; Units are Securities. (a) Units shall be issued in non-certificated form; provided that the Managing Member Board of Managers may cause the Company to issue certificates to a Member representing the Units held by such Member. (b) . If the Managing Member determines that the Company shall issue certificates representing Units to any MemberUnit certificate is issued, the following provisions of this Section 3.7 shall apply: (i) The Company shall issue one or more certificates in the name of then such Person in such form as it may approve, subject to Section 3.7(b)(ii) (a “Membership Interest Certificate”), which shall evidence the ownership of the Units represented thereby. Each such Membership Interest Certificate shall be denominated in terms of the number of Units evidenced by such Membership Interest Certificate and shall be signed by the Managing Member or an Officer on behalf of the Company. (ii) Each Membership Interest Certificate certificate shall bear a legend as is set forth in Section 9.2 of the Securityholders Agreement and also substantially in the following form: This certificate evidences a [Preferred] [Class A [A][G][M][MEP][N][O] Unit representing an interest in FXCM HoldingsRadiation Therapy Investments, LLC and shall constitute be a “security” security within the meaning of, and shall be governed by, (i) of Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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, 1995Code. The interests interest in FXCM HoldingsRadiation Therapy Investments, LLC represented by this certificate are is subject to restrictions on transfer set forth in (i) the Third [Then Effective] Amended and Restated Limited Liability Company Agreement of FXCM HoldingsRadiation Therapy Investments, LLC, dated as of , 2010[Applicable Date], by and among Radiation Therapy Investments, LLC and each of the members from time to time party thereto, as the same may be amended from time to time and the (ii) the Amended and Restated Securityholders Agreement of Radiation Therapy Investments, LLC dated as of March 25, 2008 by and among Radiation Therapy Investments, LLC and some or all of the members from time to time party thereto, as the same may be amended from time to time. (iiib) Each Unit shall constitute a “security” within the meaning of, and The Company hereby irrevocably elects that all Units shall be “securities” governed by, (i) by Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding Delaware or analogous provisions of in the Uniform Commercial Code of in effect in any other applicable jurisdiction that now or hereafter substantially includes jurisdiction. This Section 3.9(b) shall not be amended without the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference prior written consent of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. (iv) The Company shall issue a new Membership Interest Certificate in place of any Membership Interest Certificate previously issued if the holder all of the Units represented by such Membership Interest CertificateMembers, as reflected on the books and records any purported amendment to this Section 3.9(b) in violation of the Company: (A) makes proof by affidavit, in form foregoing shall be null and substance satisfactory to the Company, that such previously issued Membership Interest Certificate has been lost, stolen or destroyed; (B) requests the issuance of a new Membership Interest Certificate before the Company has notice that such previously issued Membership Interest Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (C) if requested by the Company, delivers to the Company such security, in form and substance satisfactory to the Company, as the Managing Member may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Interest Certificate; and (D) satisfies any other reasonable requirements imposed by the Companyvoid. (v) Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Units represented by a Membership Interest Certificate, the Transferee of such Units shall deliver such Membership Interest Certificate, duly endorsed for Transfer by the Transferee, to the Company for cancellation, and the Company shall thereupon issue a new Membership Interest Certificate to such Transferee for the number of Units being Transferred and, if applicable, cause to be issued to such Transferring Member a new Membership Interest Certificate for the number of Units that were represented by the canceled Membership Interest Certificate and that are not being Transferred.

Non-Certification of Units; Legend; Units are Securities. (a) Units shall be issued in non-certificated form; provided that the Managing Member may cause the Company to issue certificates to a Member representing the Units held by such Member. (b) If the Managing Member determines that the Company shall issue certificates representing Units to any Member, the following provisions of this Section 3.7 shall apply: (i) The Company shall issue one or more certificates in the name of such Person in such form as it may approve, subject to Section 3.7(b)(ii) (a “Membership Interest Certificate”), which shall evidence the ownership of the Units represented thereby. Each such Membership Interest Certificate shall be denominated in terms of the number of Units evidenced by such Membership Interest Certificate and shall be signed by the Managing Member or an Officer on behalf of the Company. (ii) Each Membership Interest Certificate shall bear a legend substantially in the following form: This certificate evidences a Class A Unit representing an interest in FXCM Global Brokerage Holdings, LLC and shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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. The interests in FXCM Global Brokerage Holdings, LLC represented by this certificate are subject to restrictions on transfer set forth in the Third Fourth Amended and Restated Limited Liability Company Agreement of FXCM Global Brokerage Holdings, LLC, dated as of , 2010January [_] 2018, by and among each of the members from time to time party thereto, as the same may be amended from time to time. (iii) Each Unit shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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. (iv) The Company shall issue a new Membership Interest Certificate in place of any Membership Interest Certificate previously issued if the holder of the Units represented by such Membership Interest Certificate, as reflected on the books and records of the Company: (A) makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Interest Certificate has been lost, stolen or destroyed; (B) requests the issuance of a new Membership Interest Certificate before the Company has notice that such previously issued Membership Interest Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (C) if requested by the Company, delivers to the Company such security, in form and substance satisfactory to the Company, as the Managing Member may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Interest Certificate; and (D) satisfies any other reasonable requirements imposed by the Company. (v) Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Units represented by a Membership Interest Certificate, the Transferee of such Units shall deliver such Membership Interest Certificate, duly endorsed for Transfer by the Transferee, to the Company for cancellation, and the Company shall thereupon issue a new Membership Interest Certificate to such Transferee for the number of Units being Transferred and, if applicable, cause to be issued to such Transferring Member a new Membership Interest Certificate for the number of Units that were represented by the canceled Membership Interest Certificate and that are not being Transferred.

Non-Certification of Units; Legend; Units are Securities. (a) Units shall be issued in non-certificated form; provided that the Managing Member may cause the Company to issue certificates to a Member representing the Units held by such Member. (b) If the Managing Member determines that the Company shall issue certificates representing Units to any Member, the following provisions of this Section 3.7 3.8 shall apply: (i) The Company shall issue one or more certificates in the name of such Person in such form as it may approve, subject to Section 3.7(b)(ii3.8(b)(ii) (a “Membership Company Interest Certificate”), which shall evidence the ownership of the Units represented thereby. Each such Membership Company Interest Certificate shall be denominated in terms of the number of Units evidenced by such Membership Company Interest Certificate and shall be signed by the Managing Member or an Officer on behalf of the Company. (ii) Each Membership Company Interest Certificate shall bear a legend substantially in the following form: This certificate evidences a Class A Common Unit representing an interest in FXCM Pla-Fit Holdings, LLC and shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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. The interests in FXCM Pla-Fit Holdings, LLC represented by this certificate are subject to restrictions on transfer set forth in the Third Amended and Restated Limited Liability Company Agreement of FXCM Pla-Fit Holdings, LLC, dated as of [ ], 20102015, by and among each of the members from time to time party thereto, as the same may be amended from time to time. (iii) Each Unit shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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. (iv) The Company shall issue a new Membership Company Interest Certificate in place of any Membership Company Interest Certificate previously issued if the holder of the Units represented by such Membership Company Interest Certificate, as reflected on the books and records of the Company: (A) makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Company Interest Certificate has been lost, stolen or destroyed; (B) requests the issuance of a new Membership Company Interest Certificate before the Company has notice that such previously issued Membership Company Interest Certificate has been acquired by a purchaser for value in good faith Good Faith and without notice of an adverse claim; (C) if requested by the Company, delivers to the Company such security, in form and substance satisfactory to the Company, as the Managing Member may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Company Interest Certificate; and (D) satisfies any other reasonable requirements imposed by the Company. (v) Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Units represented by a Membership Company Interest Certificate, the Transferee of such Units shall deliver such Membership Company Interest Certificate, duly endorsed for Transfer by the Transferee, to the Company for cancellation, and the Company shall thereupon issue a new Membership Company Interest Certificate to such Transferee for the number of Units being Transferred and, if applicable, cause to be issued to such Transferring Member a new Membership Company Interest Certificate for the number of Units that were represented by the canceled Membership Company Interest Certificate and that are not being Transferred.

Non-Certification of Units; Legend; Units are Securities. (a) Units shall be issued in non-certificated form; provided that the Managing Member may cause the Company to issue certificates to a Member representing the Units held by such Member. (b) If the Managing Member determines that the Company shall issue certificates representing Units to any Member, the following provisions of this Section 3.7 3.8 shall apply: (i) The Company shall issue one or more certificates in the name of such Person in such form as it may approve, subject to Section 3.7(b)(ii3.8(b)(ii) (a “Membership Interest Certificate”), which shall evidence the ownership of the Units represented thereby. Each such Membership Interest Certificate shall be denominated in terms of the number of Units evidenced by such Membership Interest Certificate and shall be signed by the Managing Member or an Officer on behalf of the Company. (ii) Each Membership Interest Certificate shall bear a legend substantially in the following form: This certificate evidences a Class THIS CERTIFICATE EVIDENCES A Unit representing an interest in FXCM HoldingsCLASS [ ] UNIT REPRESENTING AN INTEREST IN NRG YIELD LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, LLC and shall constitute a “security” within the meaning of, and shall be governed byAND SHALL BE GOVERNED BY, (iI) Article ARTICLE 8 of the Uniform Commercial Code OF THE UNIFORM COMMERCIAL CODE (including Section INCLUDING SECTION 8-102(a)(15102(A)(15) thereofTHEREOF) as in effect from time to time in the State of DelawareAS IN EFFECT FROM TIME TO TIME IN THE STATE OF DELAWARE, and AND (iiII) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the THE CORRESPONDING PROVISIONS OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 revisions to Article 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 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. The interests in FXCM Holdings, THE INTERESTS IN NRG YIELD LLC represented by this certificate are subject to restrictions on transfer set forth in the Third Amended and Restated Limited Liability Company Agreement of FXCM Holdings, REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NRG YIELD LLC, dated as of DATED AS OF JULY 22, 20102013, by and among each of the members from time to time party theretoBY AND AMONG EACH OF THE MEMBERS FROM TIME TO TIME PARTY THERETO, as the same may be amended from time to timeAS THE SAME MAY BE AMENDED FROM TIME TO TIME. (iii) Each Unit shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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. (iv) The Company shall issue a new Membership Interest Certificate in place of any Membership Interest Certificate previously issued if the holder of the Units represented by such Membership Interest Certificate, as reflected on the books and records of the Company: (A) makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Interest Certificate has been lost, stolen or destroyed; (B) requests the issuance of a new Membership Interest Certificate before the Company has notice that such previously issued Membership Interest Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (C) if requested by the Company, delivers to the Company such security, in form and substance satisfactory to the Company, as the Managing Member may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Interest Certificate; and (D) satisfies any other reasonable requirements imposed by the Company. (v) Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Units represented by a Membership Interest Certificate, the Transferee of such Units shall deliver such Membership Interest Certificate, duly endorsed for Transfer by the Transferee, to the Company for cancellation, and the Company shall thereupon issue a new Membership Interest Certificate to such Transferee for the number of Units being Transferred and, if applicable, cause to be issued to such Transferring Member a new Membership Interest Certificate for the number of Units that were represented by the canceled Membership Interest Certificate and that are not being Transferred.

Non-Certification of Units; Legend; Units are Securities. (a) Units shall be issued in non-certificated form; provided that the Managing Member may cause the Company to issue certificates to a Member representing the Units held by such Member. (b) If the Managing Member determines that the Company shall issue certificates representing Units to any Member, the following provisions of this Section 3.7 3.8 shall apply: (i) The Company shall issue one or more certificates in the name of such Person in such form as it may approve, subject to Section 3.7(b)(ii3.8(b)(ii) (a “Membership Company Interest Certificate”), which shall evidence the ownership of the Units represented thereby. Each such Membership Company Interest Certificate shall be denominated in terms of the number of Units evidenced by such Membership Company Interest Certificate and shall be signed by the Managing Member or an Officer on behalf of the Company. (ii) Each Membership Company Interest Certificate shall bear a legend substantially in the following form: This certificate evidences a Class A Common Unit representing an interest in FXCM Holdings, Norcraft Companies LLC and shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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. The interests in FXCM Holdings, Norcraft Companies LLC represented by this certificate are subject to restrictions on transfer set forth in the Third Amended and Restated Limited Liability Company Agreement of FXCM Holdings, Norcraft Companies LLC, dated as of November 13, 20102013, by and among each of the members from time to time party thereto, as the same may be amended from time to time. (iii) Each Unit shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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. (iv) The Company shall issue a new Membership Company Interest Certificate in place of any Membership Company Interest Certificate previously issued if the holder of the Units represented by such Membership Company Interest Certificate, as reflected on the books and records of the Company: (A) makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Company Interest Certificate has been lost, stolen or destroyed; (B) requests the issuance of a new Membership Company Interest Certificate before the Company has notice that such previously issued Membership Company Interest Certificate has been acquired by a purchaser for value in good faith Good Faith and without notice of an adverse claim; (C) if requested by the Company, delivers to the Company such security, in form and substance satisfactory to the Company, as the Managing Member may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Company Interest Certificate; and (D) satisfies any other reasonable requirements imposed by the Company. (v) Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Units represented by a Membership Company Interest Certificate, the Transferee of such Units shall deliver such Membership Company Interest Certificate, duly endorsed for Transfer by the Transferee, to the Company for cancellation, and the Company shall thereupon issue a new Membership Company Interest Certificate to such Transferee for the number of Units being Transferred and, if applicable, cause to be issued to such Transferring Member a new Membership Company Interest Certificate for the number of Units that were represented by the canceled Membership Company Interest Certificate and that are not being Transferred.

Non-Certification of Units; Legend; Units are Securities. (a) Units shall be issued in non-certificated form; provided that the Managing Member Board of Managers may cause the Company to issue certificates to a Member representing the Units held by such Member. (b) . If the Managing Member determines that the Company shall issue certificates representing Units to any MemberUnit certificate is issued, the following provisions of this Section 3.7 shall apply: (i) The Company shall issue one or more certificates in the name of then such Person in such form as it may approve, subject to Section 3.7(b)(ii) (a “Membership Interest Certificate”), which shall evidence the ownership of the Units represented thereby. Each such Membership Interest Certificate shall be denominated in terms of the number of Units evidenced by such Membership Interest Certificate and shall be signed by the Managing Member or an Officer on behalf of the Company. (ii) Each Membership Interest Certificate certificate shall bear a legend as is set forth in Section 9.2 of the Securityholders Agreement and also substantially in the following form: This certificate evidences a [SFRO Preferred] [Preferred] [Class A [A][G][M][MEP][N][O] Unit representing an interest in FXCM Holdings21st Century Oncology Investments, LLC and shall constitute be a “security” security within the meaning of, and shall be governed by, (i) of Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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, 1995Code. The interests interest in FXCM Holdings21st Century Oncology Investments, LLC represented by this certificate are is subject to restrictions on transfer set forth in (i) the Third [Then Effective] Amended and Restated Limited Liability Company Agreement of FXCM Holdings21st Century Oncology Investments, LLC, dated as of , 2010[Applicable Date], by and among 21st Century Oncology Investments, LLC and each of the members from time to time party thereto, as the same may be amended from time to time and the (ii) the Amended and Restated Securityholders Agreement of 21st Century Oncology Investments, LLC dated as of March 25, 2008, by and among 21st Century Oncology Investments, LLC and some or all of the members from time to time party thereto, as the same may be amended from time to time. (iiib) Each Unit shall constitute a “security” within the meaning of, and The Company hereby irrevocably elects that all Units shall be “securities” governed by, (i) by Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding Delaware or analogous provisions of in the Uniform Commercial Code of in effect in any other applicable jurisdiction that now or hereafter substantially includes jurisdiction. This Section 3.9(b) shall not be amended without the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference prior written consent of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. (iv) The Company shall issue a new Membership Interest Certificate in place of any Membership Interest Certificate previously issued if the holder all of the Units represented by such Membership Interest CertificateMembers, as reflected on the books and records any purported amendment to this Section 3.9(b) in violation of the Company: (A) makes proof by affidavit, in form foregoing shall be null and substance satisfactory to the Company, that such previously issued Membership Interest Certificate has been lost, stolen or destroyed; (B) requests the issuance of a new Membership Interest Certificate before the Company has notice that such previously issued Membership Interest Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (C) if requested by the Company, delivers to the Company such security, in form and substance satisfactory to the Company, as the Managing Member may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Interest Certificate; and (D) satisfies any other reasonable requirements imposed by the Companyvoid. (v) Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Units represented by a Membership Interest Certificate, the Transferee of such Units shall deliver such Membership Interest Certificate, duly endorsed for Transfer by the Transferee, to the Company for cancellation, and the Company shall thereupon issue a new Membership Interest Certificate to such Transferee for the number of Units being Transferred and, if applicable, cause to be issued to such Transferring Member a new Membership Interest Certificate for the number of Units that were represented by the canceled Membership Interest Certificate and that are not being Transferred.

Non-Certification of Units; Legend; Units are Securities. (a) Units shall be issued in non-certificated form; provided that the Managing Member Board of Managers may cause the Company to issue certificates to a Member representing the Units held by such Member. (b) . If the Managing Member determines that the Company shall issue certificates representing Units to any MemberUnit certificate is issued, the following provisions of this Section 3.7 shall apply: (i) The Company shall issue one or more certificates in the name of then such Person in such form as it may approve, subject to Section 3.7(b)(ii) (a “Membership Interest Certificate”), which shall evidence the ownership of the Units represented thereby. Each such Membership Interest Certificate shall be denominated in terms of the number of Units evidenced by such Membership Interest Certificate and shall be signed by the Managing Member or an Officer on behalf of the Company. (ii) Each Membership Interest Certificate certificate shall bear a legend as is set forth in Section 9.2 of the Securityholders Agreement and also substantially in the following form: This certificate evidences a [Preferred] [Class A [A][B][C]] Unit representing an interest in FXCM HoldingsRadiation Therapy Investments, LLC and shall constitute be a “security” security within the meaning of, and shall be governed by, (i) of Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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, 1995Code. The interests interest in FXCM HoldingsRadiation Therapy Investments, LLC represented by this certificate are is subject to restrictions on transfer set forth in (i) the Third Second Amended and Restated Limited Liability Company Agreement of FXCM HoldingsRadiation Therapy Investments, LLC, dated as of March 25, 20102008, by and among Radiation Therapy Investments, LLC and each of the members from time to time party thereto, as the same may be amended from time to time and the (ii) the Amended and Restated Securityholders Agreement of Radiation Therapy Investments, LLC dated as of March 25, 2008 by and among Radiation Therapy Investments, LLC and some or all of the members from time to time party thereto, as the same may be amended from time to time. (iiib) Each Unit shall constitute a “security” within the meaning of, and The Company hereby irrevocably elects that all Units shall be “securities” governed by, (i) by Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding Delaware or analogous provisions of in the Uniform Commercial Code of in effect in any other applicable jurisdiction that now or hereafter substantially includes jurisdiction. This Section 3.9(b) shall not be amended without the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference prior written consent of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. (iv) The Company shall issue a new Membership Interest Certificate in place of any Membership Interest Certificate previously issued if the holder all of the Units represented by such Membership Interest CertificateMembers, as reflected on the books and records any purported amendment to this Section 3.9(b) in violation of the Company: (A) makes proof by affidavit, in form foregoing shall be null and substance satisfactory to the Company, that such previously issued Membership Interest Certificate has been lost, stolen or destroyed; (B) requests the issuance of a new Membership Interest Certificate before the Company has notice that such previously issued Membership Interest Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (C) if requested by the Company, delivers to the Company such security, in form and substance satisfactory to the Company, as the Managing Member may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Interest Certificate; and (D) satisfies any other reasonable requirements imposed by the Companyvoid. (v) Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Units represented by a Membership Interest Certificate, the Transferee of such Units shall deliver such Membership Interest Certificate, duly endorsed for Transfer by the Transferee, to the Company for cancellation, and the Company shall thereupon issue a new Membership Interest Certificate to such Transferee for the number of Units being Transferred and, if applicable, cause to be issued to such Transferring Member a new Membership Interest Certificate for the number of Units that were represented by the canceled Membership Interest Certificate and that are not being Transferred.

Non-Certification of Units; Legend; Units are Securities. (a) Units shall be issued in non-certificated form; provided that the Managing Member may cause the Company to issue certificates to a Member representing the Units held by such Member. (b) If the Managing Member determines that the Company shall issue certificates representing Units to any Member, the following provisions of this Section 3.7 shall apply: (i) The Company shall issue one or more certificates in the name of such Person in such form as it may approve, subject to Section 3.7(b)(ii) (a “Membership Interest Certificate”), which shall evidence the ownership of the Units represented thereby. Each such Membership Interest Certificate shall be denominated in terms of the number of Units evidenced by such Membership Interest Certificate and shall be signed by the Managing Member or an Officer on behalf of the Company. (ii) Each Membership Interest Certificate shall bear a legend substantially in the following form: This certificate evidences a Class THIS CERTIFICATE EVIDENCES A Unit representing an interest in FXCM HoldingsLLC UNIT REPRESENTING AN INTEREST IN H.D.D. LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, LLC and shall constitute a “security” within the meaning of, and shall be governed byAND SHALL BE GOVERNED BY, (iI) Article ARTICLE 8 of the Uniform Commercial Code OF THE UNIFORM COMMERCIAL CODE (including Section INCLUDING SECTION 8-102(a)(15102(A)(15) thereofTHEREOF) as in effect from time to time in the State of DelawareAS IN EFFECT FROM TIME TO TIME IN THE STATE OF CALIFORNIA, and AND (iiII) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the THE CORRESPONDING PROVISIONS OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 revisions to Article 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 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. The interests in FXCM Holdings, THE INTERESTS IN H.D.D. LLC represented by this certificate are subject to restrictions on transfer set forth in the Third Amended and Restated Limited Liability Company Agreement of FXCM Holdings, REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF H.D.D. LLC, dated as of DATED AS OF [ ], 20102013, by and among each of the members from time to time party theretoBY AND AMONG EACH OF THE MEMBERS FROM TIME TO TIME PARTY THERETO, as the same may be amended from time to timeAS THE SAME MAY BE AMENDED FROM TIME TO TIME. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE REQUIREMENTS OF ACT. THE UNITS REPRESENTED BY THIS CERTIFICATE ALSO ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER CONDITIONS AND RESTRICTIONS, AS SET FORTH IN THAT CERTAIN THIRD AMENDED AND RESTATED OPERATING AGREEMENT FOR H.D.D. LLC DATED AS OF [ ], 2013, AS THE SAME MAY BE AMENDED, A COPY OF WHICH WILL BE FURNISHED BY THE COMPANY, WITHOUT CHARGE, TO THE HOLDER OF THIS CERTIFICATE UPON WRITTEN REQUEST THEREFOR. SUCH RIGHTS AND RESTRICTIONS ARE BINDING ON TRANSFEREES OF THE SHARES. (iii) Each Unit shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of DelawareCalifornia, and (ii) the corresponding provisions 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. (iv) The Company shall issue a new Membership Interest Certificate in place of any Membership Interest Certificate previously issued if the holder of the Units represented by such Membership Interest Certificate, as reflected on the books and records of the Company: (A) makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Interest Certificate has been lost, stolen or destroyed; (B) requests the issuance of a new Membership Interest Certificate before the Company has notice that such previously issued Membership Interest Certificate has been acquired by a purchaser for value in good faith Good Faith and without notice of an adverse claim; (C) if requested by the Company, delivers to the Company such security, in form and substance satisfactory to the Company, as the Managing Member may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Interest Certificate; and (D) satisfies any other reasonable requirements imposed by the Company. (v) Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Units represented by a Membership Interest Certificate, the Transferee of such Units shall deliver such Membership Interest Certificate, duly endorsed for Transfer by the Transferee, to the Company for cancellation, and the Company shall thereupon issue a new Membership Interest Certificate to such Transferee for the number of Units being Transferred and, if applicable, cause to be issued to such Transferring Member a new Membership Interest Certificate for the number of Units that were represented by the canceled Membership Interest Certificate and that are not being Transferred.

Non-Certification of Units; Legend; Units are Securities. (a) Units shall be issued in non-certificated form; provided that the Managing Member Board of Managers may cause the Company to issue certificates to a Member representing the Units held by such Member. (b) . If the Managing Member determines that the Company shall issue certificates representing Units to any MemberUnit certificate is issued, the following provisions of this Section 3.7 shall apply: (i) The Company shall issue one or more certificates in the name of then such Person in such form as it may approve, subject to Section 3.7(b)(ii) (a “Membership Interest Certificate”), which shall evidence the ownership of the Units represented thereby. Each such Membership Interest Certificate shall be denominated in terms of the number of Units evidenced by such Membership Interest Certificate and shall be signed by the Managing Member or an Officer on behalf of the Company. (ii) Each Membership Interest Certificate certificate shall bear a legend as is set forth in Section 9.2 of the Securityholders Agreement and also substantially in the following form: This certificate evidences a [Preferred] [Class A [A][MEP][EMEP][L] Unit representing an interest in FXCM HoldingsRadiation Therapy Investments, LLC and shall constitute be a “security” security within the meaning of, and shall be governed by, (i) of Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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, 1995Code. The interests interest in FXCM HoldingsRadiation Therapy Investments, LLC represented by this certificate are is subject to restrictions on transfer set forth in (i) the Third [Then Effective] Amended and Restated Limited Liability Company Agreement of FXCM HoldingsRadiation Therapy Investments, LLC, dated as of , 2010[Applicable Date], by and among Radiation Therapy Investments, LLC and each of the members from time to time party thereto, as the same may be amended from time to time and the (ii) the Amended and Restated Securityholders Agreement of Radiation Therapy Investments, LLC dated as of March 25, 2008 by and among Radiation Therapy Investments, LLC and some or all of the members from time to time party thereto, as the same may be amended from time to time. (iiib) Each Unit shall constitute a “security” within the meaning of, and The Company hereby irrevocably elects that all Units shall be “securities” governed by, (i) by Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding Delaware or analogous provisions of in the Uniform Commercial Code of in effect in any other applicable jurisdiction that now or hereafter substantially includes jurisdiction. This Section 3.9(b) shall not be amended without the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference prior written consent of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. (iv) The Company shall issue a new Membership Interest Certificate in place of any Membership Interest Certificate previously issued if the holder all of the Units represented by such Membership Interest CertificateMembers, as reflected on the books and records any purported amendment to this Section 3.9(b) in violation of the Company: (A) makes proof by affidavit, in form foregoing shall be null and substance satisfactory to the Company, that such previously issued Membership Interest Certificate has been lost, stolen or destroyed; (B) requests the issuance of a new Membership Interest Certificate before the Company has notice that such previously issued Membership Interest Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (C) if requested by the Company, delivers to the Company such security, in form and substance satisfactory to the Company, as the Managing Member may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Interest Certificate; and (D) satisfies any other reasonable requirements imposed by the Companyvoid. (v) Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Units represented by a Membership Interest Certificate, the Transferee of such Units shall deliver such Membership Interest Certificate, duly endorsed for Transfer by the Transferee, to the Company for cancellation, and the Company shall thereupon issue a new Membership Interest Certificate to such Transferee for the number of Units being Transferred and, if applicable, cause to be issued to such Transferring Member a new Membership Interest Certificate for the number of Units that were represented by the canceled Membership Interest Certificate and that are not being Transferred.

Non-Certification of Units; Legend; Units are Securities. (a) Units shall be issued in non-certificated form; provided that the Managing Member may cause the Company to issue certificates to a Member representing the Units held by such Member. (b) If the Managing Member determines that the Company shall issue certificates representing Units to any Member, the following provisions of this Section 3.7 3.8 shall apply: (i) The Company shall issue one or more certificates in the name of such Person in such form as it may approve, subject to Section 3.7(b)(ii3.8(b)(ii) (a “Membership Company Interest Certificate”), which shall evidence the ownership of the Units represented thereby. Each such Membership Company Interest Certificate shall be denominated in terms of the number of Units evidenced by such Membership Company Interest Certificate and shall be signed by the Managing Member or an Officer on behalf of the Company. (ii) Each Membership Company Interest Certificate shall bear a legend substantially in the following form: This certificate evidences a Class A Common Unit representing an interest in FXCM Holdings, Norcraft Companies LLC and shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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. The interests in FXCM Holdings, Norcraft Companies LLC represented by this certificate are subject to restrictions on transfer set forth in the Third Amended and Restated Limited Liability Company Agreement of FXCM Holdings, Norcraft Companies LLC, dated as of , 20102013, by and among each of the members from time to time party thereto, as the same may be amended from time to time. (iii) Each Unit shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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. (iv) The Company shall issue a new Membership Company Interest Certificate in place of any Membership Company Interest Certificate previously issued if the holder of the Units represented by such Membership Company Interest Certificate, as reflected on the books and records of the Company: (A) makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Company Interest Certificate has been lost, stolen or destroyed; (B) requests the issuance of a new Membership Company Interest Certificate before the Company has notice that such previously issued Membership Company Interest Certificate has been acquired by a purchaser for value in good faith Good Faith and without notice of an adverse claim; (C) if requested by the Company, delivers to the Company such security, in form and substance satisfactory to the Company, as the Managing Member may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Company Interest Certificate; and (D) satisfies any other reasonable requirements imposed by the Company. (v) Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Units represented by a Membership Company Interest Certificate, the Transferee of such Units shall deliver such Membership Company Interest Certificate, duly endorsed for Transfer by the Transferee, to the Company for cancellation, and the Company shall thereupon issue a new Membership Company Interest Certificate to such Transferee for the number of Units being Transferred and, if applicable, cause to be issued to such Transferring Member a new Membership Company Interest Certificate for the number of Units that were represented by the canceled Membership Company Interest Certificate and that are not being Transferred.

Non-Certification of Units; Legend; Units are Securities. (a) Units shall be issued in non-certificated form; provided that the Managing Member may cause the Company to issue certificates to a Member representing the Units held by such Member. (b) If the Managing Member determines that the Company shall issue certificates representing Units to any Member, the following provisions of this Section 3.7 shall apply: (i) The Company shall issue one or more certificates in the name of such Person in such form as it may approve, subject to Section 3.7(b)(ii) (a “Membership Interest Certificate”), which shall evidence the ownership of the Units represented thereby. Each such Membership Interest Certificate shall be denominated in terms of the number of Units evidenced by such Membership Interest Certificate and shall be signed by the Managing Member or an Officer on behalf of the Company. (ii) Each Membership Interest Certificate shall bear a legend substantially in the following form: This certificate evidences a Class THIS CERTIFICATE EVIDENCES A Unit representing an interest in FXCM HoldingsCLASS UNIT REPRESENTING AN INTEREST IN NRG YIELD LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, LLC and shall constitute a “security” within the meaning of, and shall be governed byAND SHALL BE GOVERNED BY, (iI) Article ARTICLE 8 of the Uniform Commercial Code OF THE UNIFORM COMMERCIAL CODE (including Section INCLUDING SECTION 8-102(a)(15102(A)(15) thereofTHEREOF) as in effect from time to time in the State of DelawareAS IN EFFECT FROM TIME TO TIME IN THE STATE OF DELAWARE, and AND (iiII) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the THE CORRESPONDING PROVISIONS OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 revisions to Article 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 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. The interests in FXCM Holdings, THE INTERESTS IN NRG YIELD LLC represented by this certificate are subject to restrictions on transfer set forth in the Third Amended and Restated Limited Liability Company Agreement of FXCM Holdings, REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NRG YIELD LLC, dated as of DATED AS OF AUGUST 31, 20102018 BY AND AMONG EACH OF THE MEMBERS FROM TIME TO TIME PARTY THERETO, by and among each of the members from time to time party thereto, as the same may be amended from time to timeAS THE SAME MAY BE AMENDED FROM TIME TO TIME. (iii) Each Unit shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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. (iv) The Company shall issue a new Membership Interest Certificate in place of any Membership Interest Certificate previously issued if the holder of the Units represented by such Membership Interest Certificate, as reflected on the books and records of the Company: (A) makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Interest Certificate has been lost, stolen or destroyed; (B) requests the issuance of a new Membership Interest Certificate before the Company has notice that such previously issued Membership Interest Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (C) if requested by the Company, delivers to the Company such security, in form and substance satisfactory to the Company, as the Managing Member may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Interest Certificate; and (D) satisfies any other reasonable requirements imposed by the Company. (v) Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Units represented by a Membership Interest Certificate, the Transferee of such Units shall deliver such Membership Interest Certificate, duly endorsed for Transfer by the Transferee, to the Company for cancellation, and the Company shall thereupon issue a new Membership Interest Certificate to such Transferee for the number of Units being Transferred and, if applicable, cause to be issued to such Transferring Member a new Membership Interest Certificate for the number of Units that were represented by the canceled Membership Interest Certificate and that are not being Transferred.including

Non-Certification of Units; Legend; Units are Securities. (a) Units shall be issued in non-certificated form; provided that the Managing Member may cause the Company to issue certificates to a Member representing the Units held by such Member. (b) If the Managing Member determines that the Company shall issue certificates representing Units to any Member, the following provisions of this Section 3.7 shall apply: (i) The Company shall issue one or more certificates in the name of such Person in such form as it may approve, subject to Section 3.7(b)(ii) (a “Membership Interest Certificate”), which shall evidence the ownership of the Units represented thereby. Each such Membership Interest Certificate shall be denominated in terms of the number of Units evidenced by such Membership Interest Certificate and shall be signed by the Managing Member or an Officer on behalf of the Company. (ii) Each Membership Interest Certificate shall bear a legend substantially in the following form: This certificate evidences a Class THIS CERTIFICATE EVIDENCES A Unit representing an interest in FXCM HoldingsCLASS UNIT REPRESENTING AN INTEREST IN TERRAFORM POWER, LLC and shall constitute a AND SHALL CONSTITUTE A “securitySECURITY” within the meaning ofWITHIN THE MEANING OF, and shall be governed byAND SHALL BE GOVERNED BY, (iI) Article ARTICLE 8 of the Uniform Commercial Code OF THE UNIFORM COMMERCIAL CODE (including Section INCLUDING SECTION 8-102(a)(15102(A)(15) thereofTHEREOF) as in effect from time to time in the State of DelawareAS IN EFFECT FROM TIME TO TIME IN THE STATE OF DELAWARE, and AND (iiII) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the THE CORRESPONDING PROVISIONS OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 revisions to Article 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 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. The interests in FXCM HoldingsTHE LIMITED LIABILITY COMPANY INTERESTS IN TERRAFORM POWER, LLC represented by this certificate are subject to restrictions on transfer set forth in the Third Amended and Restated Limited Liability Company Agreement of FXCM HoldingsHAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE AND ANY OTHER APPLICABLE SECURITIES LAWS; (II) THE TERMS AND CONDITIONS OF THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT; AND (III) ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BETWEEN THE MANAGING MEMBER AND THE APPLICABLE MEMBER. THE LIMITED LIABILITY COMPANY INTERESTS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS, THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT AND ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BY THE MANAGING MEMBER AND THE APPLICABLE MEMBER. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH LIMITED LIABILITY COMPANY INTERESTS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME. THE INTERESTS IN TERRAFORM POWER, LLC REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TERRAFORM POWER, LLC, dated as of DATED AS OF , 20102014, by and among each of the members from time to time party theretoBY AND AMONG EACH OF THE MEMBERS FROM TIME TO TIME PARTY THERETO, as the same may be amended from time to timeAS THE SAME MAY BE AMENDED FROM TIME TO TIME. (iii) Each Unit shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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. (iv) The Company shall issue a new Membership Interest Certificate in place of any Membership Interest Certificate previously issued if the holder of the Units represented by such Membership Interest Certificate, as reflected on the books and records of the Company: (A) makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Interest Certificate has been lost, stolen or destroyed; (B) requests the issuance of a new Membership Interest Certificate before the Company has notice that such previously issued Membership Interest Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (C) if requested by the Company, delivers to the Company such security, in form and substance satisfactory to the Company, as the Managing Member may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Interest Certificate; and (D) satisfies any other reasonable requirements imposed by the Company. (v) Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Units represented by a Membership Interest Certificate, the Transferee of such Units shall deliver such Membership Interest Certificate, duly endorsed for Transfer by the Transferee, to the Company for cancellation, and the Company shall thereupon issue a new Membership Interest Certificate to such Transferee for the number of Units being Transferred and, if applicable, cause to be issued to such Transferring Member a new Membership Interest Certificate for the number of Units that were represented by the canceled Membership Interest Certificate and that are not being Transferred.

Non-Certification of Units; Legend; Units are Securities. (a) Units shall be issued in non-certificated form; provided that the Managing Member may cause the Company to issue certificates to a Member representing the Units held by such Member. (b) If the Managing Member determines that the Company shall issue certificates representing Units to any Member, the following provisions of this Section 3.7 3.8 shall apply: (i) The Company shall issue one or more certificates in the name of such Person in such form as it may approve, subject to Section 3.7(b)(ii3.8(b)(ii) (a “Membership Interest Certificate”), which shall evidence the ownership of the Units represented thereby. Each such Membership Interest Certificate shall be denominated in terms of the number of Units evidenced by such Membership Interest Certificate and shall be signed by the Managing Member or an Officer on behalf of the Company. (ii) Each Membership Interest Certificate shall bear a legend substantially in the following form: This certificate evidences a Class THIS CERTIFICATE EVIDENCES A Unit representing an interest in FXCM HoldingsSERIES [ ] UNIT REPRESENTING AN INTEREST IN PBF ENERGY COMPANY LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, LLC and shall constitute a “security” within the meaning of, and shall be governed byAND SHALL BE GOVERNED BY, (iI) Article ARTICLE 8 of the Uniform Commercial Code OF THE UNIFORM COMMERCIAL CODE (including Section INCLUDING SECTION 8-102(a)(15102(A)(15) thereofTHEREOF) as in effect from time to time in the State of DelawareAS IN EFFECT FROM TIME TO TIME IN THE STATE OF DELAWARE, and AND (iiII) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the THE CORRESPONDING PROVISIONS OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 revisions to Article 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 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. The interests in FXCM Holdings, THE INTERESTS IN PBF ENERGY COMPANY LLC represented by this certificate are subject to restrictions on transfer set forth in the Third Amended and Restated Limited Liability Company Agreement of FXCM Holdings, REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PBF ENERGY COMPANY LLC, dated as of BY AND AMONG EACH OF THE MEMBERS FROM TIME TO TIME PARTY THERETO, 2010, by and among each of the members from time to time party thereto, as the same may be amended from time to timeAS THE SAME MAY BE AMENDED FROM TIME TO TIME. (iii) Each Unit shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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. (iv) The Company shall issue a new Membership Interest Certificate in place of any Membership Interest Certificate previously issued if the holder of the Units represented by such Membership Interest Certificate, as reflected on the books and records of the Company: (A) makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Interest Certificate has been lost, stolen or destroyed; (B) requests the issuance of a new Membership Interest Certificate before the Company has notice that such previously issued Membership Interest Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (C) if requested by the Company, delivers to the Company such security, in form and substance satisfactory to the Company, as the Managing Member may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Interest Certificate; and (D) satisfies any other reasonable requirements imposed by the Company. (v) Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Units represented by a Membership Interest Certificate, the Transferee of such Units shall deliver such Membership Interest Certificate, duly endorsed for Transfer by the Transferee, to the Company for cancellation, and the Company shall thereupon issue a new Membership Interest Certificate to such Transferee for the number of Units being Transferred and, if applicable, cause to be issued to such Transferring Member a new Membership Interest Certificate for the number of Units that were represented by the canceled Membership Interest Certificate and that are not being Transferred.

Non-Certification of Units; Legend; Units are Securities. (a) Units shall be issued in non-certificated form; provided that the Managing Member may cause the Company to issue certificates to a Member representing the Units held by such Member. (b) If the Managing Member determines that the Company shall issue certificates representing Units to any Member, the following provisions of this Section 3.7 3.8 shall apply: (i) The Company shall issue one or more certificates in the name of such Person in such form as it may approve, subject to Section 3.7(b)(ii3.8(b)(ii) (a “Membership Company Interest Certificate”), which shall evidence the ownership of the Units represented thereby. Each such Membership Company Interest Certificate shall be denominated in terms of the number of Units evidenced by such Membership Company Interest Certificate and shall be signed by the Managing Member or an Officer on behalf of the Company. (ii) Each Membership Company Interest Certificate shall bear a legend substantially in the following form: This certificate evidences a Class A Common Unit representing an interest in FXCM HoldingsThe Habit Restaurants, LLC and shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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. The interests in FXCM HoldingsThe Habit Restaurants, LLC represented by this certificate are subject to restrictions on transfer set forth in the Third Amended and Restated Limited Liability Company Agreement of FXCM HoldingsThe Habit Restaurants, LLC, dated as of November 13, 20102013, by and among each of the members from time to time party thereto, as the same may be amended from time to time. (iii) Each Unit shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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. (iv) The Company shall issue a new Membership Interest Certificate in place of any Membership Interest Certificate previously issued if the holder of the Units represented by such Membership Interest Certificate, as reflected on the books and records of the Company: (A) makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Interest Certificate has been lost, stolen or destroyed; (B) requests the issuance of a new Membership Interest Certificate before the Company has notice that such previously issued Membership Interest Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (C) if requested by the Company, delivers to the Company such security, in form and substance satisfactory to the Company, as the Managing Member may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Interest Certificate; and (D) satisfies any other reasonable requirements imposed by the Company. (v) Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Units represented by a Membership Interest Certificate, the Transferee of such Units shall deliver such Membership Interest Certificate, duly endorsed for Transfer by the Transferee, to the Company for cancellation, and the Company shall thereupon issue a new Membership Interest Certificate to such Transferee for the number of Units being Transferred and, if applicable, cause to be issued to such Transferring Member a new Membership Interest Certificate for the number of Units that were represented by the canceled Membership Interest Certificate and that are not being Transferred.to

Non-Certification of Units; Legend; Units are Securities. (a) Units shall be issued in non-certificated form; provided that the Managing Member Company may cause the Company determine, in its discretion, to issue certificates to a Member representing the Units held by such Member. (b) . If the Managing Member determines that the Company shall issue certificates representing Units to any MemberUnit certificate is issued, the following provisions of this Section 3.7 shall apply: (i) The Company shall issue one or more certificates in the name of then such Person in such form as it may approve, subject to Section 3.7(b)(ii) (a “Membership Interest Certificate”), which shall evidence the ownership of the Units represented thereby. Each such Membership Interest Certificate shall be denominated in terms of the number of Units evidenced by such Membership Interest Certificate and shall be signed by the Managing Member or an Officer on behalf of the Company. (ii) Each Membership Interest Certificate certificate shall bear a legend substantially in the following form: This certificate evidences a Class ; THIS CERTIFICATE EVIDENCES A Unit representing an interest in FXCM HoldingsUNIT REPRESENTING AN INTEREST IN FINANCE OF AMERICA COMMERCIAL HOLDINGS LLC AND SHALL BE A SECURITY WITHIN THE MEANING OF ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE. THE INTEREST IN FINANCE OF AMERICA COMMERCIAL HOLDINGS LLC REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FINANCE OF AMERICA COMMERCIAL HOLDINGS LLC, DATED AS OF FEBRUARY 10, 2017, BY AND AMONG FINANCE OF AMERICA COMMERCIAL HOLDINGS LLC and shall constitute a “security” within the meaning ofAND EACH OF THE MEMBERS FROM TIME TO TIME PARTY THERETO, and AS THE SAME MAY BE AMENDED FROM TIME TO TIME. ANY PURPORTED TRANSFER OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE THAT IS NOT IN ACCORDANCE WITH THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY AGREEMENT SHALL BE VOID AB INITIO. (b) The Company hereby irrevocably elects that all Units shall be “securities” governed by, (i) by Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding Delaware or analogous provisions of in the Uniform Commercial Code of in effect in any other applicable jurisdiction that now or hereafter substantially includes jurisdiction. This Section 4.8(b) shall not be amended without the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference prior written consent of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. The interests in FXCM Holdings, LLC represented by this certificate are subject to restrictions on transfer set forth in the Third Amended and Restated Limited Liability Company Agreement of FXCM Holdings, LLC, dated as of , 2010, by and among each all of the members from time to time party thereto, as the same may be amended from time to time. (iii) Each Unit shall constitute a “security” within the meaning ofMembers, and any purported amendment to this Section 4.8(b) in violation of the foregoing shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, null and (ii) the corresponding provisions 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, 1995void. (iv) The Company shall issue a new Membership Interest Certificate in place of any Membership Interest Certificate previously issued if the holder of the Units represented by such Membership Interest Certificate, as reflected on the books and records of the Company: (A) makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Interest Certificate has been lost, stolen or destroyed; (B) requests the issuance of a new Membership Interest Certificate before the Company has notice that such previously issued Membership Interest Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (C) if requested by the Company, delivers to the Company such security, in form and substance satisfactory to the Company, as the Managing Member may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Interest Certificate; and (D) satisfies any other reasonable requirements imposed by the Company. (v) Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Units represented by a Membership Interest Certificate, the Transferee of such Units shall deliver such Membership Interest Certificate, duly endorsed for Transfer by the Transferee, to the Company for cancellation, and the Company shall thereupon issue a new Membership Interest Certificate to such Transferee for the number of Units being Transferred and, if applicable, cause to be issued to such Transferring Member a new Membership Interest Certificate for the number of Units that were represented by the canceled Membership Interest Certificate and that are not being Transferred.

Non-Certification of Units; Legend; Units are Securities. (a) Units shall be issued in non-certificated form; form; provided that the Managing Member may cause the Company to issue certificates to a Member representing the Units held by such Member. (b) If the Managing Member determines that the Company shall issue certificates representing Units to any Member, the following provisions of this Section 3.7 shall apply: (i) The Company shall issue one or more certificates in the name of such Person in such form as it may approve, subject to Section 3.7(b)(ii) (a “Membership Interest Certificate”), which shall evidence the ownership of the Units represented thereby. Each such Membership Interest Certificate shall be denominated in terms of the number of Units evidenced by such Membership Interest Certificate and shall be signed by the Managing Member or an Officer on behalf of the Company. (ii) Each Membership Interest Certificate shall bear a legend substantially in the following form: This certificate evidences a Class THIS CERTIFICATE EVIDENCES A Unit representing an interest in FXCM HoldingsUNIT REPRESENTING AN INTEREST IN TERRAFORM POWER, LLC and shall constitute a AND SHALL CONSTITUTE A “securitySECURITY” within the meaning ofWITHIN THE MEANING OF, and shall be governed byAND SHALL BE GOVERNED BY, (iI) Article ARTICLE 8 of the Uniform Commercial Code OF THE UNIFORM COMMERCIAL CODE (including Section 8-102(a)(15INCLUDING SECTION 8- 102(A)(15) thereofTHEREOF) as in effect from time to time in the State of DelawareAS IN EFFECT FROM TIME TO TIME IN THE STATE OF DELAWARE, and AND (iiII) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the THE CORRESPONDING PROVISIONS OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 revisions to Article 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 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. The interests in FXCM HoldingsTHE LIMITED LIABILITY COMPANY INTERESTS IN TERRAFORM POWER, LLC represented by this certificate are subject to restrictions on transfer set forth in the Third Amended and Restated Limited Liability Company Agreement of FXCM HoldingsHAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE AND ANY OTHER APPLICABLE SECURITIES LAWS; (II) THE TERMS AND CONDITIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT (AS DEFINED BELOW); AND (III) ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BETWEEN THE MANAGING MEMBER AND THE APPLICABLE MEMBER. THE LIMITED LIABILITY COMPANY INTERESTS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS, THE LIMITED LIABILITY COMPANY AGREEMENT AND ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BY THE MANAGING MEMBER AND THE APPLICABLE MEMBER. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH LIMITED LIABILITY COMPANY INTERESTS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME. THE INTERESTS IN TERRAFORM POWER, LLC REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TERRAFORM POWER, LLC, dated as of DATED AS OF JULY 31, 20102020, by and among each of the members from time to time party theretoBY AND AMONG EACH OF THE MEMBERS FROM TIME TO TIME PARTY THERETO, as the same may be amended from time to timeAS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “LIMITED LIABILITY COMPANY AGREEMENT”). (iii) Each Unit shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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. (iv) The Company shall issue a new Membership Interest Certificate in place of any Membership Interest Certificate previously issued if the holder of the Units represented by such Membership Interest Certificate, as reflected on the books and records of the Company: (A) A. makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Interest Certificate has been lost, stolen or destroyed;destroyed; (B) B. requests the issuance of a new Membership Interest Certificate before the Company has notice that such previously issued Membership Interest Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (C) claim; C. if requested by the Company, delivers to the Company such security, in form and substance satisfactory to the Company, as the Managing Member may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Interest Certificate; Certificate; and (D) D. satisfies any other reasonable requirements imposed by the Company. (v) Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Units represented by a Membership Interest Certificate, the Transferee of such Units shall deliver such Membership Interest Certificate, duly endorsed for Transfer by the Transferee, to the Company for cancellation, and the Company shall thereupon issue a new Membership Interest Certificate to such Transferee for the number of Units being Transferred and, if applicable, cause to be issued to such Transferring Member a new Membership Interest Certificate for the number of Units that were represented by the canceled Membership Interest Certificate and that are not being Transferred.

Non-Certification of Units; Legend; Units are Securities. (a) Units shall be issued in non-certificated form; provided that the Managing Member Management Committee may cause the Company to issue certificates to a Member representing the Units held by such Member. (b) . If the Managing Member determines that the Company shall issue certificates representing Units to any MemberUnit certificate is issued, the following provisions of this Section 3.7 shall apply: (i) The Company shall issue one or more certificates in the name of then such Person in such form as it may approve, subject to Section 3.7(b)(ii) (a “Membership Interest Certificate”), which shall evidence the ownership of the Units represented thereby. Each such Membership Interest Certificate shall be denominated in terms of the number of Units evidenced by such Membership Interest Certificate and shall be signed by the Managing Member or an Officer on behalf of the Company. (ii) Each Membership Interest Certificate certificate shall bear a legend as is set forth in Section 9.2 of the Securityholders Agreement and also substantially in the following form: This certificate evidences a [Preferred] [Class A [A][B][C]] Unit representing an interest in FXCM HoldingsRadiation Therapy Investments, LLC and shall constitute be a “security” security within the meaning of, and shall be governed by, (i) of Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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, 1995Code. The interests interest in FXCM HoldingsRadiation Therapy Investments, LLC represented by this certificate are is subject to restrictions on transfer set forth in (i) the Third Amended and Restated Limited Liability Company Agreement of FXCM HoldingsRadiation Therapy Investments, LLC, dated as of , 20102008, by and among Radiation Therapy Investments, LLC and each of the members from time to time party thereto, as the same may be amended from time to time and the (ii) the Securityholders Agreement of Radiation Therapy Investments, LLC dated on , 2008 by Radiation Therapy Investments, LLC and some or all of the members from time to time party thereto, as the same may be amended from time to time. (iiib) Each Unit shall constitute a “security” within the meaning of, and The Company hereby irrevocably elects that all Units shall be “securities” governed by, (i) by Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding Delaware or analogous provisions of in the Uniform Commercial Code of in effect in any other applicable jurisdiction that now or hereafter substantially includes jurisdiction. This Section 3.9(b) shall not be amended without the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference prior written consent of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. (iv) The Company shall issue a new Membership Interest Certificate in place of any Membership Interest Certificate previously issued if the holder all of the Units represented by such Membership Interest CertificateMembers, as reflected on the books and records any purported amendment to this Section 3.9(b) in violation of the Company: (A) makes proof by affidavit, in form foregoing shall be null and substance satisfactory to the Company, that such previously issued Membership Interest Certificate has been lost, stolen or destroyed; (B) requests the issuance of a new Membership Interest Certificate before the Company has notice that such previously issued Membership Interest Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (C) if requested by the Company, delivers to the Company such security, in form and substance satisfactory to the Company, as the Managing Member may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Interest Certificate; and (D) satisfies any other reasonable requirements imposed by the Companyvoid. (v) Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Units represented by a Membership Interest Certificate, the Transferee of such Units shall deliver such Membership Interest Certificate, duly endorsed for Transfer by the Transferee, to the Company for cancellation, and the Company shall thereupon issue a new Membership Interest Certificate to such Transferee for the number of Units being Transferred and, if applicable, cause to be issued to such Transferring Member a new Membership Interest Certificate for the number of Units that were represented by the canceled Membership Interest Certificate and that are not being Transferred.

Non-Certification of Units; Legend; Units are Securities. (a) Units shall be issued in non-certificated form; provided that the Managing Member may cause the Company to issue certificates to a Member representing the Units held by such Member. (b) If the Managing Member determines that the Company shall issue certificates representing Units to any Member, the following provisions of this Section 3.7 3.8 shall apply: (i) The Company shall issue one or more certificates in the name of such Person in such form as it may approve, subject to Section 3.7(b)(ii3.8(b)(ii) (a “Membership Interest Certificate”), which shall evidence the ownership of the Units represented thereby. Each such Membership Interest Certificate shall be denominated in terms of the number of Units evidenced by such Membership Interest Certificate and shall be signed by the Managing Member or an Officer on behalf of the Company. (ii) Each Membership Interest Certificate shall bear a legend substantially in the following form: This certificate evidences a Class THIS CERTIFICATE EVIDENCES A Unit representing an interest in FXCM HoldingsCLASS UNIT REPRESENTING AN INTEREST IN NRG YIELD LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, LLC and shall constitute a “security” within the meaning of, and shall be governed byAND SHALL BE GOVERNED BY, (iI) Article ARTICLE 8 of the Uniform Commercial Code OF THE UNIFORM COMMERCIAL CODE (including Section INCLUDING SECTION 8-102(a)(15102(A)(15) thereofTHEREOF) as in effect from time to time in the State of DelawareAS IN EFFECT FROM TIME TO TIME IN THE STATE OF DELAWARE, and AND (iiII) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the THE CORRESPONDING PROVISIONS OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 revisions to Article 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 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. The interests in FXCM Holdings, THE INTERESTS IN NRG YIELD LLC represented by this certificate are subject to restrictions on transfer set forth in the Third Amended and Restated Limited Liability Company Agreement of FXCM Holdings, REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NRG YIELD LLC, dated as of DATED AS OF MAY 14, 20102015, by and among each of the members from time to time party theretoBY AND AMONG EACH OF THE MEMBERS FROM TIME TO TIME PARTY THERETO, as the same may be amended from time to timeAS THE SAME MAY BE AMENDED FROM TIME TO TIME. (iii) Each Unit shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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. (iv) The Company shall issue a new Membership Interest Certificate in place of any Membership Interest Certificate previously issued if the holder of the Units represented by such Membership Interest Certificate, as reflected on the books and records of the Company: (A) makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Interest Certificate has been lost, stolen or destroyed; (B) requests the issuance of a new Membership Interest Certificate before the Company has notice that such previously issued Membership Interest Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (C) if requested by the Company, delivers to the Company such security, in form and substance satisfactory to the Company, as the Managing Member may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Interest Certificate; and (D) satisfies any other reasonable requirements imposed by the Company. (v) Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Units represented by a Membership Interest Certificate, the Transferee of such Units shall deliver such Membership Interest Certificate, duly endorsed for Transfer by the Transferee, to the Company for cancellation, and the Company shall thereupon issue a new Membership Interest Certificate to such Transferee for the number of Units being Transferred and, if applicable, cause to be issued to such Transferring Member a new Membership Interest Certificate for the number of Units that were represented by the canceled Membership Interest Certificate and that are not being Transferred.

Non-Certification of Units; Legend; Units are Securities. (a) Units shall be issued in non-certificated form; provided that the Managing Member may cause the Company to issue certificates to a Member representing the Units held by such Member. (b) If the Managing Member determines that the Company shall issue certificates representing Units to any Member, the following provisions of this Section 3.7 3.8 shall apply: (i) The Company shall issue one or more certificates in the name of such Person in such form as it may approve, subject to Section 3.7(b)(ii3.8(b)(ii) (a “Membership Interest Certificate”), which shall evidence the ownership of the Units represented thereby. Each such Membership Interest Certificate shall be denominated in terms of the number of Units evidenced by such Membership Interest Certificate and shall be signed by the Managing Member or an Officer on behalf of the Company. (ii) Each Membership Interest Certificate shall bear a legend substantially in the following form: This certificate evidences a Class THIS CERTIFICATE EVIDENCES A Unit representing an interest in FXCM HoldingsCLASS UNIT REPRESENTING AN INTEREST IN NRG YIELD LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, LLC and shall constitute a “security” within the meaning of, and shall be governed byAND SHALL BE GOVERNED BY, (iI) Article ARTICLE 8 of the Uniform Commercial Code OF THE UNIFORM COMMERCIAL CODE (including Section INCLUDING SECTION 8-102(a)(15102(A)(15) thereofTHEREOF) as in effect from time to time in the State of DelawareAS IN EFFECT FROM TIME TO TIME IN THE STATE OF DELAWARE, and AND (iiII) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the THE CORRESPONDING PROVISIONS OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 revisions to Article 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 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. The interests in FXCM Holdings, THE INTERESTS IN NRG YIELD LLC represented by this certificate are subject to restrictions on transfer set forth in the Third Amended and Restated Limited Liability Company Agreement of FXCM Holdings, REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NRG YIELD LLC, dated as of DATED AS OF MAY 14, 20102015, by and among each of the members from time to time party theretoBY AND AMONG EACH OF THE MEMBERS FROM TIME TO TIME PARTY THERETO, as the same may be amended from time to timeAS THE SAME MAY BE AMENDED FROM TIME TO TIME. (iii) Each Unit shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions 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. (iv) The Company shall issue a new Membership Interest Certificate in place of any Membership Interest Certificate previously issued if the holder of the Units represented by such Membership Interest Certificate, as reflected on the books and records of the Company: (A) makes proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Interest Certificate has been lost, stolen or destroyed; (B) requests the issuance of a new Membership Interest Certificate before the Company has notice that such previously issued Membership Interest Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (C) if requested by the Company, delivers to the Company such security, in form and substance satisfactory to the Company, as the Managing Member may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Membership Interest Certificate; and (D) satisfies any other reasonable requirements imposed by the Company. (v) Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Units represented by a Membership Interest Certificate, the Transferee of such Units shall deliver such Membership Interest Certificate, duly endorsed for Transfer by the Transferee, to the Company for cancellation, and the Company shall thereupon issue a new Membership Interest Certificate to such Transferee for the number of Units being Transferred and, if applicable, cause to be issued to such Transferring Member a new Membership Interest Certificate for the number of Units that were represented by the canceled Membership Interest Certificate and that are not being Transferred.including