Common use of Reverse of Certificate Clause in Contracts

Reverse of Certificate. ABBREVIATIONS The holder of this certificate, by acceptance of this certificate, shall be deemed to have (i) requested admission as, and agreed to become, a member of the Company, (ii) agreed to comply with, and be bound by, the terms of the Second Amended and Restated Limited Liability Company Agreement of the Company, as amended, supplemented or restated from time to time (the “Company Agreement”), (iii) granted the powers of attorney provided for in the Company Agreement, and (iv) made the waivers and given the consents and approvals contained in the Company Agreement. The Company will furnish without charge to each shareholder who so requests a copy of the Company Agreement. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM — as tenants in common TEN ENT — as tenants by the entireties JT TEN — as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT — _______________ Custodian __________________ (Cust) (Minor) under Uniform Transfers/Gifts to Minors Act ____________________ (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, hereby sell, assign and transfer unto Please insert Social Security or other identifying number of Assignee (Please print or typewrite name and address, including zip code, of Assignee) shares represented by the Certificate, and do hereby irrevocably constitute and appoint as its attorney-in-fact to transfer the said shares on the books of the Company with full power of substitution in the premises. Dated NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature(s) Guaranteed: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. EXHIBIT B Certificate Evidencing Class B Common Shares in Five Point Holdings, LLC No. B-[ ] [ ] Shares In accordance with the Second Amended and Restated Limited Liability Company Agreement of Five Point Holdings, LLC, as amended, supplemented or restated from time to time (the “Company Agreement”), Five Point Holdings, LLC, a Delaware limited liability company (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ] Class B Common Shares in the Company (the “Shares”) transferable on the books of the Company, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The rights, preferences and limitations of the Shares are set forth in, and this Certificate and the Shares represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Company Agreement. Copies of the Company Agreement are on file at, and will be furnished without charge on delivery of written request to the Company at, the principal office of the Company located at 00 Xxxxxxxxxx, Xxxxx 000, Xxxxx Xxxxx, Xxxxxxxxxx 00000 or such other address as may be specified by notice under the Company Agreement. Capitalized terms used herein but not defined shall have the meanings given them in the Company Agreement. The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed to become, a Member and to have agreed to comply with and be bound by and to have executed the Company Agreement, (ii) represented and warranted that the Holder has all right, power and authority and, if an individual, the capacity necessary to enter into the Company Agreement, (iii) granted the powers of attorney provided for in the Company Agreement and (iv) made the waivers and given the consents and approvals contained in the Company Agreement. This Certificate shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles of conflict of laws thereof. This Certificate shall not be valid for any purpose unless it has been countersigned and registered by the Transfer Agent and Registrar. Dated: Countersigned and Registered by: Five Point Holdings, LLC By: as Transfer Agent and Registrar Name: Title: Reverse of Certificate ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as follows according to applicable laws or regulations: TEN COM— as tenants in common UNIF GIFT/TRANSFERS MIN ACT TEN ENT— as tenants by the entireties Custodian (Cust) (Minor) JT TEN— as joint tenants with right of survivorship and not as tenants in common under Uniform Gifts/Transfers to CD Minors Act ____________________ (State) Additional abbreviations, though not in the above list, may also be used. ASSIGNMENT OF SHARES in FIVE POINT HOLDINGS, LLC FOR VALUE RECEIVED, hereby assigns, conveys, sells and transfers unto (Please print or typewrite name and address of Assignee) (Please insert Social Security or other identifying number of Assignee) Class B Common Shares evidenced by this Certificate, subject to the Company Agreement, and does hereby irrevocably constitute and appoint as its attorney-in-fact with full power of substitution to transfer the same on the books of Five Point Holdings, LLC. Date: NOTE: The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in every particular, without alteration, enlargement or change. SIGNATURE(S) MUST BE GUARANTEED BY A MEMBER FIRM OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. OR BY A COMMERCIAL BANK OR TRUST COMPANY SIGNATURE(S) GUARANTEED (Signature) (Signature) No transfer of the Shares evidenced hereby will be registered on the books of the Company, unless the Certificate evidencing the Shares to be transferred is surrendered for registration of transfer.

Reverse of Certificate. ABBREVIATIONS The holder of this certificate, by acceptance of this certificate, shall be deemed to have (i) requested admission as, and agreed to become, a member of the Company, (ii) agreed to comply with, and be bound by, the terms of the Second Amended and Restated Limited Liability Company Agreement of the Company, as amended, supplemented or restated from time to time (the “Company Agreement”), (iii) granted the powers of attorney provided for in the Company Agreement, and (iv) made the waivers and given the consents and approvals contained in the Company Agreement. The Company will furnish without charge to each shareholder who so requests a copy of the Company AgreementAgreement by written request to the Secretary, Och-Ziff Capital Management Group LLC, 0 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. The owner of these shares shall not be liable to Och-Ziff Capital Management Group LLC to make any additional capital contributions with respect to such shares by virtue of such owner’s ownership thereof, except as otherwise required by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act. The following abbreviations, when used in the inscription on the face of this certificateCertificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM — as tenants in common TEN ENT — as tenants by the entireties JT TEN — as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT — _______________ Custodian __________________ (Minor) (Cust) (Minor) under Uniform Transfers/Gifts to Minors Act ____________________ (State) Additional abbreviations may also be used though not in the above list. ASSIGNMENT OF SHARES in OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC FOR VALUE RECEIVED, hereby sell, assign and transfer unto (Please insert Social Security or other identifying number of Assignee Assignee) (Please print or typewrite name and address, including zip code, of Assignee) shares represented by the Certificate, within Certificate and do hereby irrevocably constitute and appoint as its attorney-in-fact Attorney to transfer the said shares on the books of the within named Company with full power of substitution in the premises. Dated NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature(s) Guaranteed: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. EXHIBIT B Certificate Evidencing Class B Common Shares in Five Point Holdings, Och-Ziff Capital Management Group LLC No. B-[ ] [ ] Shares In accordance with the Second Amended and Restated Limited Liability Company Agreement of Five Point Holdings, Och-Ziff Capital Management Group LLC, as amended, supplemented or restated from time to time (the “Company Agreement”), Five Point Holdings, Och-Ziff Capital Management Group LLC, a Delaware limited liability company (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ] Class B Common Shares in the Company (the “Shares”) transferable on the books of the Company, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The rights, preferences and limitations of the Shares are set forth in, and in this Certificate and the Shares represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Company Agreement. Copies of the Company Agreement are on file at, and will be furnished without charge on delivery of written request to the Company at, the principal office of the Company located at 00 Xxxxxxxxxx0 Xxxx 00xx Xxxxxx, Xxxxx 000Xxx Xxxx, Xxxxx Xxxxx, Xxxxxxxxxx Xxx Xxxx 00000 or such other address as may be specified by notice under the Company Agreement. Capitalized terms used herein but not defined shall have the meanings given them in the Company Agreement. The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed to become, a Member and to have agreed to comply with and be bound by and to have executed the Company Agreement, (ii) represented and warranted that the Holder has all right, power and authority and, if an individual, the capacity necessary to enter into the Company Agreement, (iii) granted the powers of attorney provided for in the Company Agreement and (iv) made the waivers and given the consents and approvals contained in the Company Agreement. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE APPLICABLE SECURITIES ACT OF ANY STATE, BUT HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION CONTAINED IN SAID ACTS. NO SALE, OFFER TO SELL OR OTHER TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE MADE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACTS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED. IN ADDITION, THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE CLASS B SHARES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC, THE CLASS B SHAREHOLDERS AGREEMENT AND THE EXCHANGE AGREEMENT, EACH AS AMENDED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED BY WRITTEN REQUEST TO THE SECRETARY OF OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC. This Certificate shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles of conflict of laws thereof. This Certificate shall not be valid for any purpose unless it has been countersigned and registered by the Transfer Agent and Registrar. Dated: Och-Ziff Capital Management Group LLC By: By: Name: Name: Title: Title: Countersigned and Registered by: Five Point Holdings, LLC By: as Transfer Agent and Registrar Name: Title: Reverse of Certificate ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as follows according to applicable laws or regulations: TEN COMCOM — as tenants in common UNIF GIFT/TRANSFERS MIN ACT TEN ENTENT — as tenants by the entireties Custodian (Cust) (Minor) JT TENTEN — as joint tenants with right of survivorship and not as tenants in common under Uniform Gifts/Transfers to CD Minors Act ____________________ (State) Additional abbreviations, though not in the above list, may also be used. ASSIGNMENT OF SHARES in FIVE POINT HOLDINGS, OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC FOR VALUE RECEIVED, hereby assigns, conveys, sells and transfers unto (Please print or typewrite name and address of Assignee) (Please insert Social Security or other identifying number of Assignee) Class B Common Shares evidenced by this Certificate, subject to the Company Agreement, and does hereby irrevocably constitute and appoint as its attorney-in-fact with full power of substitution to transfer the same on the books of Five Point Holdings, Och-Ziff Capital Management Group LLC. Date: NOTE: The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in every particular, without alteration, enlargement or change. SIGNATURE(S) MUST BE GUARANTEED BY A MEMBER FIRM OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. OR BY A COMMERCIAL BANK OR TRUST COMPANY SIGNATURE(S) GUARANTEED (Signature) (Signature) No transfer of the Shares evidenced hereby will be registered on the books of the Company, unless the Certificate evidencing the Shares to be transferred is surrendered for registration of transfer.)

Reverse of Certificate. ABBREVIATIONS The holder of this certificate, by acceptance of this certificate, shall be deemed to have (i) requested admission as, and agreed to become, a member of the Company, (ii) agreed to comply with, and be bound by, the terms of the Second Amended and Restated Limited Liability Company Agreement of the Company, as amended, supplemented or restated from time to time (the “Company Agreement”), (iii) granted the powers of attorney provided for in the Company Agreement, and (iv) made the waivers and given the consents and approvals contained in the Company Agreement. The Company will furnish without charge to each shareholder Member who so requests a copy of the Company Agreement. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM — as tenants in common TEN ENT — as tenants by the entireties JT TEN — as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT — _______________ Custodian __________________ (Cust) (Minor) under Uniform Transfers/Gifts to Minors Act ____________________ (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, hereby sell, assign and transfer unto Please insert Social Security or other identifying number of Assignee (Please print or typewrite name and address, including zip code, of Assignee) shares represented by the Certificate, and do hereby irrevocably constitute and appoint as its attorney-in-fact Attorney to transfer the said shares on the books of the Company with full power of substitution in the premises. Dated NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature(s) Guaranteed: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. EXHIBIT B Certificate Evidencing Class B Common Shares in Five Point Holdings, LLC No. B-[ ] [ ] Shares In accordance with the Second Amended and Restated Limited Liability Company Agreement of Five Point Holdings, LLC, as amended, supplemented or restated from time to time (the “Company Agreement”), Five Point Holdings, LLC, a Delaware limited liability company (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ] Class B Common Shares in the Company (the “Shares”) transferable on the books of the Company, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The rights, preferences and limitations of the Shares are set forth in, and this Certificate and the Shares represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Company Agreement. Copies of the Company Agreement are on file at, and will be furnished without charge on delivery of written request to the Company at, the principal office of the Company located at 00 Xxxxxxxxxx, Xxxxx 000, Xxxxx Xxxxx, Xxxxxxxxxx 00000 or such other address as may be specified by notice under the Company Agreement. Capitalized terms used herein but not defined shall have the meanings given them in the Company Agreement. The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed to become, a Member and to have agreed to comply with and be bound by and to have executed the Company Agreement, (ii) represented and warranted that the Holder has all right, power and authority and, if an individual, the capacity necessary to enter into the Company Agreement, (iii) granted the powers of attorney provided for in the Company Agreement and (iv) made the waivers and given the consents and approvals contained in the Company Agreement. This Certificate shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles of conflict of laws thereof. This Certificate shall not be valid for any purpose unless it has been countersigned and registered by the Transfer Agent and Registrar. Dated: Countersigned and Registered by: Five Point Holdings, LLC By: as Transfer Agent and Registrar Name: Title: Reverse of Certificate ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as follows according to applicable laws or regulations: TEN COM— as tenants in common UNIF GIFT/TRANSFERS MIN ACT TEN ENT— as tenants by the entireties Custodian (Cust) (Minor) JT TEN— as joint tenants with right of survivorship and not as tenants in common under Uniform Gifts/Transfers to CD Minors Act ____________________ (State) Additional abbreviations, though not in the above list, may also be used. ASSIGNMENT OF SHARES in FIVE POINT HOLDINGS, LLC FOR VALUE RECEIVED, hereby assigns, conveys, sells and transfers unto (Please print or typewrite name and address of Assignee) (Please insert Social Security or other identifying number of Assignee) Class B Common Shares evidenced by this Certificate, subject to the Company Agreement, and does hereby irrevocably constitute and appoint as its attorney-in-fact with full power of substitution to transfer the same on the books of Five Point Holdings, LLC. Date: NOTE: The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in every particular, without alteration, enlargement or change. SIGNATURE(S) MUST BE GUARANTEED BY A MEMBER FIRM OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. OR BY A COMMERCIAL BANK OR TRUST COMPANY SIGNATURE(S) GUARANTEED (Signature) (Signature) No transfer of the Shares evidenced hereby will be registered on the books of the Company, unless the Certificate evidencing the Shares to be transferred is surrendered for registration of transfer.:

Reverse of Certificate. ABBREVIATIONS The holder of this certificate, by acceptance of this certificate, shall be deemed to have (i) requested admission as, and agreed to become, a member of the Company, (ii) agreed to comply with, and be bound by, the terms of the Second Amended and Restated Limited Liability Company Agreement of the Company, as amended, supplemented or restated from time to time (the “Company Agreement”), (iii) granted the powers of attorney provided for in the Company Agreement, and (iv) made the waivers and given the consents and approvals contained in the Company Agreement. The Company will furnish without charge to each shareholder who so requests a copy of the Company Agreement. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM — as tenants in common TEN ENT — as tenants by the entireties JT TEN — as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT — _______________ Custodian (Cust) (Minor) under Uniform Transfers/Gifts to Minors Act __________________ (Cust) (Minor) under Uniform Transfers/Gifts to Minors Act ________________________ (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, ________________________ hereby sell, assign and transfer unto Please insert Social Security or other identifying number of Assignee (Please print or typewrite name and address, including zip code, of Assignee) _______________________________________ shares represented by the Certificate, and do hereby irrevocably constitute and appoint as its attorney-in-fact _____________________________ Attorney to transfer the said shares on the books of the Company with full power of substitution in the premises. Dated ________________ NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature(s) Guaranteed: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. EXHIBIT B Certificate Evidencing Class B Common Shares in Five Point Holdings, Fortress Investment Group LLC No. B-[ ] [ ] Shares In accordance with the Second Amended and Restated Limited Liability Company Agreement of Five Point Holdings, Fortress Investment Group LLC, as amended, supplemented or restated from time to time (the “Company Agreement”), Five Point Holdings, Fortress Investment Group LLC, a Delaware limited liability company (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ] Class B Common Shares in the Company (the “Shares”) transferable on the books of the Company, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The rights, preferences and limitations of the Shares are set forth in, and this Certificate and the Shares represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Company Agreement. Copies of the Company Agreement are on file at, and will be furnished without charge on delivery of written request to the Company at, the principal office of the Company located at 00 Xxxxxxxxxx1345 Avenue of the Axxxxxxx, Xxxxx 000, Xxxxx 00xx Xxxxx, Xxxxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 or such other address as may be specified by notice under the Company Agreement. Capitalized terms used herein but not defined shall have the meanings given them in the Company Agreement. The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed to become, a Member and to have agreed to comply with and be bound by and to have executed the Company Agreement, (ii) represented and warranted that the Holder has all right, power and authority and, if an individual, the capacity necessary to enter into the Company Agreement, (iii) granted the powers of attorney provided for in the Company Agreement and (iv) made the waivers and given the consents and approvals contained in the Company Agreement. This Certificate shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles of conflict of laws thereof. This Certificate shall not be valid for any purpose unless it has been countersigned and registered by the Transfer Agent and Registrar. Dated: Countersigned and Registered by: Five Point Holdings, Fortress Investment Group LLC By: as Transfer Agent and Registrar Name: Title: Reverse of Certificate ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as follows according to applicable laws or regulations: TEN COM— as tenants in common UNIF GIFT/TRANSFERS MIN ACT TEN ENT— as tenants by the entireties Custodian (Cust) (Minor) JT TEN— as joint tenants with right of survivorship and not as tenants in common under Uniform Gifts/Transfers to CD Minors Act ____________________ (State) Additional abbreviations, though not in the above list, may also be used. ASSIGNMENT OF SHARES in FIVE POINT HOLDINGS, FORTRESS INVESTMENT GROUP LLC FOR VALUE RECEIVED, hereby assigns, conveys, sells and transfers unto (Please print or typewrite name and address of Assignee) (Please insert Social Security or other identifying number of Assignee) ____________ Class B Common Shares evidenced by this Certificate, subject to the Company Agreement, and does hereby irrevocably constitute and appoint as its attorney-in-fact with full power of substitution to transfer the same on the books of Five Point Holdings, Fortress Investment Group LLC. Date: NOTE: The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in every particular, without alteration, enlargement or change. SIGNATURE(S) MUST BE GUARANTEED BY A MEMBER FIRM OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. OR BY A COMMERCIAL BANK OR TRUST COMPANY SIGNATURE(S) GUARANTEED (Signature) (Signature) No transfer of the Shares evidenced hereby will be registered on the books of the Company, unless the Certificate evidencing the Shares to be transferred is surrendered for registration of transfer.)

Reverse of Certificate. ABBREVIATIONS The holder of this certificate, by acceptance of this certificate, shall be deemed to have (i) requested admission as, and agreed to become, a member of the Company, (ii) agreed to comply with, and be bound by, the terms of the Second Amended and Restated Limited Liability Company Agreement of the Company, as amended, supplemented or restated from time to time (the “Company Agreement”), (iii) granted the powers of attorney provided for in the Company Agreement, and (iv) made the waivers and given the consents and approvals contained in the Company Agreement. The Company will furnish without charge to each shareholder who so requests a copy of the Company Agreement. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM — as tenants in common TEN ENT — as tenants by the entireties JT TEN — as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT — _______________ Custodian __________________ (Cust) (Minor) under Uniform Transfers/Gifts to Minors Act ____________________ (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, hereby sell, assign and transfer unto Please insert Social Security or other identifying number of Assignee (Please print or typewrite name and address, including zip code, of Assignee) shares represented by the Certificate, and do hereby irrevocably constitute and appoint as its attorney-in-fact Attorney to transfer the said shares on the books of the Company with full power of substitution in the premises. Dated NOTICE: :THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature(s) Guaranteed: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. EXHIBIT B Certificate Evidencing Class B Common Shares in Five Point Holdings, Fortress Investment Group LLC No. B-[ ] [ ] Shares In accordance with the Second Amended and Restated Limited Liability Company Agreement of Five Point Holdings, Fortress Investment Group LLC, as amended, supplemented or restated from time to time (the “Company Agreement”), Five Point Holdings, Fortress Investment Group LLC, a Delaware limited liability company (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ] Class B Common Shares in the Company (the “Shares”) transferable on the books of the Company, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The rights, preferences and limitations of the Shares are set forth in, and this Certificate and the Shares represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Company Agreement. Copies of the Company Agreement are on file at, and will be furnished without charge on delivery of written request to the Company at, the principal office of the Company located at 00 Xxxxxxxxxx1345 Avenue of the Xxxxxxxx, Xxxxx 000, Xxxxx 00xx Xxxxx, Xxxxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 or such other address as may be specified by notice under the Company Agreement. Capitalized terms used herein but not defined shall have the meanings given them in the Company Agreement. The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed to become, a Member and to have agreed to comply with and be bound by and to have executed the Company Agreement, (ii) represented and warranted that the Holder has all right, power and authority and, if an individual, the capacity necessary to enter into the Company Agreement, (iii) granted the powers of attorney provided for in the Company Agreement and (iv) made the waivers and given the consents and approvals contained in the Company Agreement. This Certificate shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles of conflict of laws thereof. This Certificate shall not be valid for any purpose unless it has been countersigned and registered by the Transfer Agent and Registrar. Dated: Countersigned and Registered by: Five Point Holdings, Fortress Investment Group LLC By: as Transfer Agent and Registrar By: Name: Title: Reverse of Certificate ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as follows according to applicable laws or regulations: TEN COM— as tenants in common UNIF GIFT/TRANSFERS MIN ACT TEN ENT— as tenants by the entireties Custodian (Cust) (Minor) JT TEN— as joint tenants with right of survivorship and not as tenants in common under Uniform Gifts/Transfers to CD Minors Act ____________________ (State) Additional abbreviations, though not in the above list, may also be used. ASSIGNMENT OF SHARES in FIVE POINT HOLDINGS, FORTRESS INVESTMENT GROUP LLC FOR VALUE RECEIVED, hereby assigns, conveys, sells and transfers unto (Please print or typewrite name and address of Assignee) (Please insert Social Security or other identifying number of Assignee) Class B Common Shares evidenced by this Certificate, subject to the Company Agreement, and does hereby irrevocably constitute and appoint as its attorney-in-fact with full power of substitution to transfer the same on the books of Five Point Holdings, Fortress Investment Group LLC. Date: NOTE: The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in every particular, without alteration, enlargement or change. SIGNATURE(S) MUST BE GUARANTEED BY A MEMBER FIRM OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. OR BY A COMMERCIAL BANK OR TRUST COMPANY SIGNATURE(S) GUARANTEED (Signature) (Signature) No transfer of the Shares evidenced hereby will be registered on the books of the Company, unless the Certificate evidencing the Shares to be transferred is surrendered for registration of transfer.)

Reverse of Certificate. ABBREVIATIONS The holder of this certificate, by acceptance of this certificate, shall be deemed to have (i) requested admission as, and agreed to become, a member of the Company, (ii) agreed to comply with, and be bound by, the terms of the Second Amended and Restated Limited Liability Company Agreement of the Company, as amended, supplemented or restated from time to time (the “Company Agreement”), (iii) granted the powers of attorney provided for in the Company Agreement, and (iv) made the waivers and given the consents and approvals contained in the Company Agreement. The Company will furnish without charge to each shareholder who so requests a copy of the Company Agreement. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM — as tenants in common TEN ENT — as tenants by the entireties JT TEN — as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT — _______________ Custodian __________________ (Cust) (Minor) under Uniform Transfers/Gifts to Minors Act ____________________ (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, hereby sell, assign and transfer unto Please insert Social Security or other identifying number of Assignee (Please print or typewrite name and address, including zip code, of Assignee) shares represented by the Certificate, and do hereby irrevocably constitute and appoint as its attorney-in-fact to transfer the said shares on the books of the Company with full power of substitution in the premises. Dated NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature(s) Guaranteed: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. EXHIBIT B Certificate Evidencing Class B Common Shares in Five Point Holdings, LLC No. B-[ ] [ ] Shares In accordance with the Second Amended and Restated Limited Liability Company Agreement of Five Point Holdings, LLC, as amended, supplemented or restated from time to time (the “Company Agreement”), Five Point Holdings, LLC, a Delaware limited liability company (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ] Class B Common Shares in the Company (the “Shares”) transferable on the books of the Company, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The rights, preferences and limitations of the Shares are set forth in, and this Certificate and the Shares represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Company Agreement. Copies of the Company Agreement are on file at, and will be furnished without charge on delivery of written request to the Company at, the principal office of the Company located at 00 Xxxxxxxxxx, Xxxxx 000, Xxxxx Xxxxx, Xxxxxxxxxx 00000 or such other address as may be specified by notice under the Company Agreement. Capitalized terms used herein but not defined shall have the meanings given them in the Company Agreement. The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed to become, a Member and to have agreed to comply with and be bound by and to have executed the Company Agreement, (ii) represented and warranted that the Holder has all right, power and authority and, if an individual, the capacity necessary to enter into the Company Agreement, (iii) granted the powers of attorney provided for in the Company Agreement and (iv) made the waivers and given the consents and approvals contained in the Company Agreement. This Certificate shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles of conflict of laws thereof. This Certificate shall not be valid for any purpose unless it has been countersigned and registered by the Transfer Agent and Registrar. Dated: Countersigned and Registered by: Five Point Holdings, LLC By: as Transfer Agent and Registrar Name: Title: Reverse of Certificate ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as follows according to applicable laws or regulations: TEN COM— – as tenants in common UNIF GIFT/TRANSFERS MIN ACT TEN ENT— ENT – as tenants by the entireties Custodian (Cust) (Minor) JT TEN— TEN – as joint tenants with right of survivorship and not as tenants in common under Uniform Gifts/Transfers to CD survivorship and not as Minors Act ____________________ (State) tenants in common Additional abbreviations, though not in the above list, may also be used. n ASSIGNMENT OF SHARES COMMON UNITS in FIVE POINT HOLDINGSCOPANO ENERGY, LLC L.L.C. FOR VALUE RECEIVED, hereby assigns, conveys, sells and transfers unto [Missing Graphic Reference] [Missing Graphic Reference] (Please print or typewrite name and address of Assignee) (Please insert Social Security or other and address of Assignee) identifying number of Assignee) Class B Common Shares Units representing Member Interests evidenced by this Certificate, subject to the Company Agreement, and does hereby irrevocably constitute and appoint as its attorney-in-fact with full power of substitution to transfer the same on the books of Five Point HoldingsCopano Energy, LLC. L.L.C. Date: NOTE: The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in every particular, without alteration, enlargement or change. SIGNATURE(S) MUST BE GUARANTEED BY A MEMBER FIRM OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERSFINANCIAL INDUSTRY REGULATORY AUTHORITY, INC. OR BY A COMMERCIAL BANK OR TRUST COMPANY SIGNATURE(S) GUARANTEED [Missing Graphic Reference] (Signature) [Missing Graphic Reference] (Signature) [Missing Graphic Reference] No transfer of the Shares Common Units evidenced hereby will be registered on the books of the Company, unless the Certificate evidencing the Shares Common Units to be transferred is surrendered for registration of transfer.