10.3: General Partner: LLC Agreement

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Abstract

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT NEWCO I CAPITAL MANAGEMENT, LLC (a Delaware limited liability company) THIS AMENDED AND RESTATED LIMITED LIABILITY AGREEMENT OF NEWCO I CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the "Company"), dated as of [DATE], by and among ABC Advisors LLC, a Delaware limited liability company ("ABC") and any Person who becomes a Substitute Member or additional Member as provided herein and is listed on the books and records of the Company as a Member of the Company (collectively, the "Members"). PREAMBLE XYC Capital Group, Inc. ("XYC Capital") formed a limited liability company pursuant to the provisions of the Delaware Limited Liability Company Act (the "Act") for the purposes and on the terms and conditions set forth in the Existing Agreement (as defined below); and XYC Capital entered into a Limited Liability Company Agreement, dated as of [DATE] (the "Existing Agreement"); and...

Sub-Topics

• 10.3.2: Note on the GP Vehicle as an LLC vs. LPA and on the Separation of the GP and the Mang. Co.
• 10.3.3: Placement Fees as Organizational Expense vs. a Deduction From The Management Fee