LIMITED LIABILITY COMPANY OPERATING AGREEMENT

[________________________________], LLC

An Illinois Limited Liability Company

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THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this "Agreement") is made and entered into effective as of [__/__/____] (the "Effective Date"), by and among the Members identified on Exhibit A attached hereto.

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RECITALS

WHEREAS, the Members desire to form a limited liability company pursuant to the Illinois Limited Liability Company Act, 805 ILCS 180/1-1 et seq. (the "Act"); and

WHEREAS, Articles of Organization were filed with the Illinois Secretary of State on [__/__/____]; and

WHEREAS, the Members desire to set forth in this Agreement their respective rights, duties, and obligations with respect to the Company;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members agree as follows:

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ARTICLE I - FORMATION AND ORGANIZATION

Section 1.1 Formation

The Members hereby form a limited liability company (the "Company") pursuant to the provisions of the Illinois Limited Liability Company Act, 805 ILCS 180/1-1 et seq. by the filing of Articles of Organization with the Illinois Secretary of State. The rights and obligations of the Members shall be as provided under the Act, except as otherwise expressly provided herein.

Section 1.2 Name

The name of the Company shall be:

[________________________________], LLC

The Company may conduct business under such trade names, assumed names, or fictitious names as the Members may from time to time authorize, provided all required assumed name filings are made with the appropriate county clerk(s) and the Illinois Secretary of State.

Section 1.3 Principal Office

The principal office of the Company shall be located at:

Street Address: [________________________________]

City: [________________________________]

State: Illinois

ZIP Code: [__________]

County: [________________________________]

The Company may establish additional offices at such other places as the Members may from time to time determine.

Section 1.4 Registered Agent and Office

The name and address of the Company's registered agent for service of process in Illinois is:

Registered Agent Name: [________________________________]

Registered Office Address: [________________________________]

City: [________________________________]

State: Illinois

ZIP Code: [__________]

The registered agent and registered office may be changed from time to time by filing the appropriate documents with the Illinois Secretary of State.

Section 1.5 Term

The Company shall have perpetual existence and shall continue until dissolved in accordance with Article XII of this Agreement or as otherwise provided by the Act.

Section 1.6 Purpose

The Company is formed for the following purposes:

[________________________________]
[________________________________]
[________________________________]

and any other lawful business purpose permitted under the Act.

Section 1.7 Series LLC Designation

ILLINOIS SERIES LLC OPTION (805 ILCS 180/37-40)

Illinois is one of the states that permits the formation of Series Limited Liability Companies. A Series LLC allows for the establishment of separate series within a single LLC, each with its own members, managers, assets, and liabilities, with liability shield protection between series.

☐ This LLC IS designated as a Series LLC under 805 ILCS 180/37-40.
- The Articles of Organization include notice that the Company may establish one or more series.
- Series shall be established in accordance with Exhibit G attached hereto.
- Each series shall have its own separate operating agreement supplement.

☐ This LLC is NOT a Series LLC.

Series LLC Requirements (if applicable):
- Separate books and records must be maintained for each series
- Assets of each series must be held and accounted for separately
- Notice of series limitation must be in Articles of Organization
- Each series may have different members, managers, and economic terms

Section 1.8 Fiscal Year

The fiscal year of the Company shall end on:
☐ December 31 of each year
☐ [________________________________] of each year

Section 1.9 Annual Report

The Company shall file an annual report with the Illinois Secretary of State as required by 805 ILCS 180/50-1. The annual report is due:
- During the anniversary month of the original filing; or
- Within sixty (60) days prior to the first day of the anniversary month.

The current annual report filing fee is $75.00 (subject to change by statute).

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ARTICLE II - DEFINITIONS

Section 2.1 Definitions

As used in this Agreement, the following terms shall have the meanings set forth below:

(a) "Act" means the Illinois Limited Liability Company Act, 805 ILCS 180/1-1 et seq., as amended from time to time.

(b) "Additional Capital Contribution" means any Capital Contribution made by a Member after such Member's Initial Capital Contribution.

(c) "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person.

(d) "Agreement" means this Limited Liability Company Operating Agreement, as amended, modified, supplemented, or restated from time to time.

(e) "Assignee" means a Person who has acquired a Membership Interest or a portion thereof but who has not been admitted as a Member.

(f) "Bankruptcy" means, with respect to any Person: (i) the filing of a voluntary petition in bankruptcy; (ii) adjudication as bankrupt or insolvent; (iii) filing of any petition or answer seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief; (iv) seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator; or (v) the commencement of any involuntary proceeding that is not dismissed within ninety (90) days.

(g) "Capital Account" means the capital account maintained for each Member in accordance with Section 4.4 of this Agreement.

(h) "Capital Contribution" means the total amount of cash and the fair market value of any property contributed to the Company by a Member.

(i) "Code" means the Internal Revenue Code of 1986, as amended from time to time.

(j) "Company" means [________________________________], LLC, an Illinois limited liability company.

(k) "Distributable Cash" means all cash, revenues, and funds received by the Company, less amounts necessary for operating expenses, debt service, capital expenditures, and reasonable reserves.

(l) "Distribution" means any transfer of money or property by the Company to a Member with respect to such Member's Membership Interest.

(m) "Economic Interest" means a Member's or Assignee's share of the Company's Profits, Losses, and Distributions.

(n) "Effective Date" means [__/__/____].

(o) "Fair Market Value" means the price at which property would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or sell and both having reasonable knowledge of relevant facts.

(p) "Incapacity" or "Incapacitated" means, with respect to any individual, the incompetency, interdiction, death, or permanent disability of such individual.

(q) "Initial Capital Contribution" means the Capital Contribution made by a Member upon becoming a Member as set forth on Exhibit A.

(r) "Majority Vote" means the affirmative vote or written consent of Members holding more than fifty percent (50%) of the total Percentage Interests.

(s) "Manager" means any Person appointed as a manager of the Company in accordance with Article VII.

(t) "Member" means each Person who executes this Agreement and is admitted as a member of the Company, and any Person subsequently admitted as a member.

(u) "Membership Interest" means a Member's entire interest in the Company, including the Member's Economic Interest and the right to participate in management.

(v) "Percentage Interest" means, with respect to any Member, the percentage set forth opposite such Member's name on Exhibit A, as amended from time to time.

(w) "Person" means any individual, partnership, limited partnership, corporation, limited liability company, trust, estate, association, or other entity.

(x) "PPRT" means the Illinois Personal Property Replacement Tax imposed under 35 ILCS 5/201(c).

(y) "Profits" and "Losses" mean, for each fiscal year, the Company's taxable income or loss as determined for federal income tax purposes, with appropriate adjustments.

(z) "Series" means a designated series of the Company established pursuant to 805 ILCS 180/37-40 and this Agreement (if applicable).

(aa) "Supermajority Vote" means the affirmative vote or written consent of Members holding at least [____]% of the total Percentage Interests.

(bb) "Transfer" means any sale, assignment, transfer, exchange, mortgage, pledge, grant, hypothecation, or other disposition, whether voluntary or involuntary.

(cc) "Treasury Regulations" means the regulations promulgated under the Code.

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ARTICLE III - MEMBERS

Section 3.1 Members

The Members of the Company and their respective addresses, Initial Capital Contributions, and Percentage Interests are set forth on Exhibit A attached hereto and incorporated herein by reference.

Section 3.2 Additional Members

(a) Additional Members may be admitted to the Company only upon compliance with Section 9.5 of this Agreement.

(b) Any Person admitted as an additional Member shall execute and deliver such instruments as the existing Members may require, including a counterpart of this Agreement.

(c) Upon admission, Exhibit A shall be amended to reflect the additional Member's information.

Section 3.3 Representations and Warranties of Members

Each Member represents and warrants to the Company and to each other Member that:

(a) If such Member is an entity, it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation;

(b) Such Member has full power and authority to execute, deliver, and perform this Agreement;

(c) This Agreement constitutes the valid and legally binding obligation of such Member;

(d) Such Member is acquiring the Membership Interest for investment purposes only and not with a view to distribution;

(e) Such Member has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company;

(f) Such Member understands that the Membership Interests have not been registered under federal or state securities laws and are subject to restrictions on transfer.

Section 3.4 No Personal Liability

Pursuant to 805 ILCS 180/10-10, no Member or Manager shall be personally liable for any debts, obligations, or liabilities of the Company, whether arising in contract, tort, or otherwise, solely by reason of being a Member or Manager.

Section 3.5 Withdrawal of Members

(a) Pursuant to 805 ILCS 180/35-50, a Member may withdraw from the Company at the time or upon the occurrence of events specified in the operating agreement.

(b) Unless otherwise provided herein, no Member may voluntarily withdraw or resign from the Company prior to its dissolution and winding up, except with the written consent of a Supermajority Vote of the other Members.

(c) Upon any permitted withdrawal, the withdrawing Member shall be entitled to receive the fair market value of such Member's Membership Interest, payable in the manner and at the time determined by the remaining Members.

Section 3.6 Meetings of Members

(a) Annual Meeting. An annual meeting of Members shall be held on [________________________________] of each year, or at such other time as determined by the Members.

(b) Special Meetings. Special meetings of Members may be called by:
☐ Any Manager
☐ Members holding at least [____]% of the Percentage Interests

(c) Place of Meetings. Meetings may be held at:
[________________________________]
or at such other place as designated in the notice of meeting.

(d) Notice. Written notice of each meeting shall be given to each Member not less than [____] days nor more than [____] days before the meeting date.

(e) Quorum. The presence, in person or by proxy, of Members holding at least [____]% of the total Percentage Interests shall constitute a quorum.

(f) Remote Participation. Members may participate in meetings by telephone, video conference, or other communications equipment, provided all participants can hear each other.

Section 3.7 Action Without Meeting

Any action that may be taken at a meeting of Members may be taken without a meeting if a written consent setting forth the action taken is signed by Members having not less than the minimum number of votes that would be necessary to authorize such action at a meeting.

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ARTICLE IV - CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS

Section 4.1 Initial Capital Contributions

Each Member has contributed or agrees to contribute the Initial Capital Contribution set forth opposite such Member's name on Exhibit A. The nature and timing of such contributions are as follows:

(a) Cash Contributions. Cash contributions shall be made by:
☐ Wire transfer
☐ Certified check
☐ Other: [________________________________]

(b) Property Contributions. Property contributions shall be valued at Fair Market Value as of the date of contribution. Each Member contributing property shall provide:
- Description of property
- Valuation documentation
- Evidence of title/ownership

Section 4.2 Additional Capital Contributions

(a) Mandatory Additional Contributions.
☐ Members shall be obligated to make Additional Capital Contributions as follows:
[________________________________]
[________________________________]

☐ Members shall not be obligated to make Additional Capital Contributions.

(b) Voluntary Additional Contributions. Members may make voluntary Additional Capital Contributions only with the consent of a Majority Vote.

(c) Call for Capital. If additional capital is required, the Managers (or Members in a member-managed company) may call for Additional Capital Contributions by providing written notice specifying:
- The total amount required
- Each Member's proportionate share
- The purpose for which the capital is needed
- The deadline for contribution (not less than [____] days from notice)

(d) Failure to Contribute. If a Member fails to make a required Additional Capital Contribution:

☐ Option A - Dilution: The non-contributing Member's Percentage Interest shall be diluted proportionately.

☐ Option B - Loan: The contribution may be made by other Members as a loan to the non-contributing Member, bearing interest at [____]% per annum.

☐ Option C - Default: The non-contributing Member shall be in default and subject to remedies set forth in Section 4.3.

Section 4.3 Default Remedies

If a Member fails to make a required Capital Contribution within the time specified:

(a) Such Member shall be in default under this Agreement;

(b) The non-defaulting Members may:
- Advance the defaulting Member's contribution as a loan at [____]% interest per annum, compounded [annually/monthly/quarterly];
- Reduce the defaulting Member's Percentage Interest;
- Purchase the defaulting Member's Membership Interest at [____]% of Fair Market Value;
- Pursue any other remedies available at law or equity.

Section 4.4 Capital Accounts

(a) Establishment. A separate Capital Account shall be established and maintained for each Member in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv).

(b) Credits. Each Member's Capital Account shall be credited with:
- The amount of cash contributed by such Member;
- The Fair Market Value of property contributed by such Member (net of liabilities);
- Such Member's allocable share of Profits and any items of income or gain specially allocated;
- Any other amounts required by the Code or Treasury Regulations.

(c) Debits. Each Member's Capital Account shall be debited with:
- The amount of cash distributed to such Member;
- The Fair Market Value of property distributed to such Member (net of liabilities);
- Such Member's allocable share of Losses and any items of deduction or loss specially allocated;
- Any other amounts required by the Code or Treasury Regulations.

(d) Transfer. Upon Transfer of a Membership Interest, the transferee shall succeed to the Capital Account of the transferor to the extent related to the transferred interest.

Section 4.5 No Interest on Capital

No Member shall be entitled to receive interest on any Capital Contribution or on such Member's Capital Account.

Section 4.6 No Withdrawal of Capital

Except as otherwise provided in this Agreement, no Member shall have the right to withdraw or reduce such Member's Capital Contribution or to receive any Distribution from the Company.

Section 4.7 Loans by Members

(a) Any Member may, with the approval of a Majority Vote, make loans to the Company upon such terms as agreed upon.

(b) Member loans shall not constitute Capital Contributions and shall not increase the lending Member's Capital Account or Percentage Interest.

(c) Loans shall be evidenced by promissory notes and shall bear interest at [____]% per annum or such other rate as agreed.

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ARTICLE V - ALLOCATIONS OF PROFITS AND LOSSES

Section 5.1 Allocation of Profits

After giving effect to the special allocations in Section 5.3, Profits for each fiscal year shall be allocated among the Members in proportion to their respective Percentage Interests.

Section 5.2 Allocation of Losses

After giving effect to the special allocations in Section 5.3, Losses for each fiscal year shall be allocated among the Members in proportion to their respective Percentage Interests; provided, however, that no Member shall be allocated Losses to the extent such allocation would cause or increase a deficit balance in such Member's Capital Account.

Section 5.3 Special Allocations

(a) Minimum Gain Chargeback. Notwithstanding any other provision, if there is a net decrease in Company Minimum Gain during any fiscal year, each Member shall be allocated items of income and gain for such year in accordance with Treasury Regulations Section 1.704-2(f).

(b) Member Minimum Gain Chargeback. Notwithstanding any other provision (except Section 5.3(a)), if there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any fiscal year, each Member with a share of such Member Minimum Gain shall be allocated items of income and gain for such year in accordance with Treasury Regulations Section 1.704-2(i)(4).

(c) Qualified Income Offset. In the event any Member unexpectedly receives an adjustment, allocation, or distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of income and gain shall be allocated to such Member in accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(d).

(d) Nonrecourse Deductions. Nonrecourse Deductions shall be allocated among the Members in proportion to their respective Percentage Interests.

(e) Member Nonrecourse Deductions. Member Nonrecourse Deductions shall be allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt.

(f) Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Sections 734(b) or 743(b) is required to be taken into account in determining Capital Accounts, the amount of such adjustment shall be treated as an item of gain or loss.

Section 5.4 Tax Allocations

(a) Except as otherwise provided in this Section 5.4, all items of income, gain, loss, deduction, and credit shall be allocated among the Members in the same manner as the corresponding items of Profits or Losses.

(b) In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the Company shall be allocated among the Members so as to take account of any variation between the adjusted basis of such property and its Fair Market Value at the time of contribution.

(c) The Members agree that the Company shall use the [traditional method/traditional method with curative allocations/remedial method] for purposes of Code Section 704(c).

Section 5.5 Allocations Upon Transfer

If any Membership Interest is Transferred during any fiscal year, the Profits, Losses, and other items attributable to such interest shall be allocated between the transferor and the transferee based upon:

☐ The closing of the books method
☐ A pro rata allocation based on the number of days each held the interest

Section 5.6 Varying Interests

If the Percentage Interests of the Members change during a fiscal year, allocations shall be made in accordance with Code Section 706 and the Treasury Regulations thereunder.

Section 5.7 Series Allocations (If Series LLC)

If the Company is designated as a Series LLC:

(a) Each Series shall maintain separate records of allocations and distributions;

(b) Profits and Losses of each Series shall be allocated only to Members holding interests in that Series;

(c) Distributions from a Series shall be made only to Members of that Series from the assets of that Series.

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ARTICLE VI - DISTRIBUTIONS

Section 6.1 Distributions Generally

(a) Distributions of Distributable Cash shall be made at such times and in such amounts as determined by:
☐ Majority Vote of the Members
☐ The Manager(s)
☐ Other: [________________________________]

(b) All Distributions shall be made to the Members in proportion to their respective Percentage Interests unless otherwise agreed in writing.

Section 6.2 Tax Distributions

(a) Notwithstanding Section 6.1, the Company shall, to the extent of available Distributable Cash, make quarterly distributions to each Member in an amount equal to such Member's estimated federal, state (including Illinois), and local income tax liability arising from allocations of Company income.

(b) Tax Distributions shall be calculated using the highest combined marginal tax rate applicable to any Member for the relevant period, including the Illinois individual income tax rate and the PPRT rate.

(c) Tax Distributions shall be treated as advances against the Member's share of Distributions under Section 6.1.

Section 6.3 Limitations on Distributions

(a) Pursuant to 805 ILCS 180/25-30, no Distribution shall be made if, after giving effect thereto:
- The Company would not be able to pay its debts as they become due in the usual course of business; or
- The Company's total assets would be less than the sum of its total liabilities plus the amount that would be needed to satisfy preferential rights upon dissolution.

(b) A Member who receives a Distribution knowing that it violates this Section 6.3 shall be liable to the Company for the amount of the Distribution.

Section 6.4 Distributions in Kind

(a) No Member may demand or receive a Distribution in any form other than cash.

(b) Distributions in kind may be made only with the unanimous consent of the Members.

(c) Property distributed in kind shall be valued at Fair Market Value, and the difference between such value and the Company's adjusted basis shall be treated as a sale.

Section 6.5 Withholding

The Company may withhold from any Distribution to a Member any amounts required to be withheld under applicable federal, state, or local tax law. Such withheld amounts shall be treated as having been distributed to the Member.

Section 6.6 Return of Distributions

Except as required by law, no Member shall be obligated to return any Distribution to the Company or to pay any amount to creditors of the Company.

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ARTICLE VII - MANAGEMENT

Section 7.1 Management Structure

The Company shall be:

☐ MEMBER-MANAGED - Pursuant to 805 ILCS 180/15-1, all Members shall have the authority to participate in the management and conduct of the Company's business. Each Member shall be an agent of the Company with authority to bind the Company in the ordinary course of business.

☐ MANAGER-MANAGED - Pursuant to 805 ILCS 180/15-1, the business and affairs of the Company shall be managed by one or more Managers who need not be Members. The Members shall not have authority to bind the Company solely by virtue of being Members.

Section 7.2 Number and Designation of Managers (If Manager-Managed)

(a) The initial Manager(s) of the Company shall be:

Name: [________________________________]
Address: [________________________________]
Title: [________________________________]

Name: [________________________________]
Address: [________________________________]
Title: [________________________________]

(b) The number of Managers may be increased or decreased by a Majority Vote of the Members.

Section 7.3 Powers and Duties of Managers

(a) General Powers. The Manager(s) shall have full and complete authority, power, and discretion to manage and control the business, affairs, and properties of the Company, including without limitation:

• Execute contracts and agreements on behalf of the Company;
• Open and maintain bank accounts;
• Borrow money and grant security interests in Company assets;
• Employ and terminate employees, agents, and contractors;
• Compromise and settle claims;
• Purchase insurance;
• Acquire, hold, and dispose of property;
• Make distributions to Members;
• File required reports and pay taxes;
• File the annual report with the Illinois Secretary of State.

(b) Limitations. Notwithstanding the foregoing, the following actions shall require the approval specified:

Action	Required Approval
Amend this Agreement	[Unanimous/Supermajority]
Admit new Members	[Unanimous/Supermajority/Majority]
Merge or consolidate	[Unanimous/Supermajority]
Sell all or substantially all assets	[Unanimous/Supermajority]
Dissolve the Company	[Unanimous/Supermajority/Majority]
Incur debt exceeding $[________]	[________________________________]
Enter leases exceeding $[________] per year	[________________________________]
Make capital expenditures exceeding $[________]	[________________________________]
File for bankruptcy	Unanimous
Change the Company's principal business	[________________________________]
Issue additional Membership Interests	[________________________________]
Establish a new Series (if Series LLC)	[________________________________]

Section 7.4 Term of Managers

(a) Each Manager shall serve until the earliest of:
- Resignation;
- Removal;
- Death or Incapacity;
- Such Manager ceasing to be a Member (if required).

(b) Managers may be removed:
☐ With or without cause by a Majority Vote of the Members
☐ Only for cause by a Majority Vote of the Members
☐ Other: [________________________________]

Section 7.5 Vacancies

Any vacancy in the position of Manager shall be filled by a Majority Vote of the Members within [____] days of such vacancy.

Section 7.6 Compensation of Managers

(a) Managers shall be entitled to receive compensation for services rendered as follows:
☐ No compensation
☐ Compensation as determined by a Majority Vote
☐ Fixed compensation of $[________] per [month/year]
☐ Other: [________________________________]

(b) Managers shall be reimbursed for reasonable out-of-pocket expenses incurred in connection with Company business.

Section 7.7 Officers

(a) The Manager(s) (or Members in a member-managed Company) may appoint officers with such titles, duties, and authority as determined.

(b) Initial Officers:

☐ President/Chief Executive Officer: [________________________________]
☐ Vice President: [________________________________]
☐ Secretary: [________________________________]
☐ Treasurer/Chief Financial Officer: [________________________________]
☐ Other: [________________________________]

Section 7.8 Standard of Care

(a) Pursuant to 805 ILCS 180/15-3, each Manager and Member participating in management shall discharge duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner reasonably believed to be in the best interests of the Company.

(b) A Manager or Member shall be entitled to rely on information, opinions, reports, or statements prepared or presented by employees, legal counsel, accountants, or committees.

(c) A Manager or Member shall not be liable for any action taken in reliance on the provisions of this subsection if the reliance was reasonable.

Section 7.9 Duties and Conflicts of Interest

(a) Fiduciary Duties.
☐ Managers and Members owe fiduciary duties of loyalty and care to the Company and to each other as provided by 805 ILCS 180/15-3.
☐ Fiduciary duties are modified as follows: [________________________________]
☐ Fiduciary duties are eliminated to the maximum extent permitted by the Act (subject to the duty of good faith and fair dealing which cannot be eliminated).

(b) Competing Activities.
☐ Members and Managers may engage in other businesses, including businesses that compete with the Company.
☐ Members and Managers may not engage in competing businesses without written consent of a Majority Vote.

(c) Business Opportunities.
☐ Members and Managers are not required to present business opportunities to the Company.
☐ Members and Managers must present relevant business opportunities to the Company before pursuing individually.

(d) Related Party Transactions. Transactions between the Company and any Member, Manager, or Affiliate must be approved by a Majority Vote of disinterested Members.

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ARTICLE VIII - VOTING

Section 8.1 Voting Rights

(a) Each Member shall be entitled to vote on Company matters in proportion to such Member's Percentage Interest.

(b) Unless otherwise specified in this Agreement or required by the Act, decisions shall be made by a Majority Vote.

Section 8.2 Matters Requiring Member Approval

The following matters shall require the approval of Members:

(a) Majority Vote Required:
☐ Annual budget approval
☐ Selection of accountants and auditors
☐ Member loans to the Company
☐ Compensation of Managers
☐ Additional Capital Contributions
☐ Other: [________________________________]

(b) Supermajority Vote ([____]%) Required:
☐ Amendment of this Agreement
☐ Admission of new Members
☐ Removal of a Manager
☐ Transactions with related parties
☐ Other: [________________________________]

(c) Unanimous Vote Required:
☐ Dissolution of the Company
☐ Merger or consolidation
☐ Sale of all or substantially all assets
☐ Amendment of Percentage Interests
☐ Conversion to another entity type
☐ Other: [________________________________]

Section 8.3 Voting Procedures

(a) Meetings. Votes may be taken at any properly noticed meeting of Members at which a quorum is present.

(b) Written Consent. Any action that may be taken at a meeting may be taken without a meeting by written consent signed by Members having the requisite voting power.

(c) Proxies. A Member may vote by proxy executed in writing by the Member or by electronic transmission. A proxy shall be valid for [____] months unless otherwise specified.

Section 8.4 Deadlock

In the event of a deadlock on any matter requiring Member approval:

☐ The matter shall be submitted to mediation
☐ The matter shall be submitted to binding arbitration
☐ A buy-sell procedure shall be triggered under Article IX
☐ Other: [________________________________]

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ARTICLE IX - TRANSFERS OF MEMBERSHIP INTERESTS

Section 9.1 Restrictions on Transfer

(a) No Member may Transfer all or any portion of such Member's Membership Interest except in compliance with this Article IX.

(b) Any attempted Transfer in violation of this Article IX shall be null and void.

Section 9.2 Permitted Transfers

The following Transfers shall be permitted without compliance with Section 9.3:

☐ Transfers to a Member's spouse, children, or other lineal descendants
☐ Transfers to a trust for the benefit of a Member or Member's family
☐ Transfers to an entity wholly owned by the Member
☐ Transfers to other Members
☐ Transfers upon death to the Member's estate or heirs
☐ Other: [________________________________]

Section 9.3 Right of First Refusal

(a) Notice. Any Member desiring to Transfer all or any portion of such Member's Membership Interest (the "Selling Member") shall first deliver written notice to the Company and the other Members (the "Transfer Notice") setting forth:
- The Membership Interest proposed to be Transferred;
- The identity of the proposed transferee;
- The proposed purchase price and terms of payment;
- Any other material terms of the proposed Transfer.

(b) Company Option. The Company shall have the first right to purchase the offered interest at the price and on the terms set forth in the Transfer Notice. The Company shall have [____] days from receipt of the Transfer Notice to exercise this right by written notice.

(c) Member Option. If the Company does not exercise its right, the remaining Members shall have the right to purchase the offered interest pro rata in accordance with their Percentage Interests (or in such other proportions as they may agree). The Members shall have [____] days from expiration of the Company's option period to exercise this right.

(d) Closing. If the Company or Members exercise their purchase rights, the closing shall occur within [____] days of such exercise.

(e) Sale to Third Party. If the Company and Members do not exercise their purchase rights, the Selling Member may Transfer the interest to the proposed transferee at a price not less than, and on terms not more favorable than, those set forth in the Transfer Notice, provided:
- The Transfer is completed within [____] days after expiration of all option periods;
- The transferee agrees in writing to be bound by this Agreement;
- The Transfer complies with applicable securities laws.

Section 9.4 Valuation of Membership Interest

For any Transfer requiring valuation (including upon death, disability, or exercise of buy-sell provisions):

(a) Agreed Value. The Members may establish an agreed value for Membership Interests, which shall be updated annually and recorded on Exhibit B.

☐ Current Agreed Value per 1% Interest: $[________]
☐ Agreed Value last updated: [__/__/____]

(b) Appraisal. If no agreed value exists or is more than [____] months old:
- The Company and the Member (or Member's representative) shall each select an independent appraiser;
- The two appraisers shall select a third appraiser;
- Fair Market Value shall be the average of the three appraisals (or the middle value if the appraisals differ significantly);
- Appraisal costs shall be borne equally by the parties.

Section 9.5 Admission of Transferee as Member

(a) Pursuant to 805 ILCS 180/30-5, an Assignee shall be admitted as a Member only if:
- A Majority Vote (or such greater vote as required) approves the admission;
- The Assignee executes this Agreement and such other documents as required;
- The Assignee pays any costs associated with the Transfer.

(b) Until admitted as a Member, an Assignee shall have only the Economic Interest transferred and shall have no right to vote or participate in management.

Section 9.6 Effect of Unapproved Transfer

An Assignee who is not admitted as a Member shall:
- Have no right to vote or participate in management;
- Have no right to inspect Company books and records;
- Be entitled only to receive Distributions attributable to the transferred interest;
- Not be entitled to any information regarding Company affairs.

Section 9.7 Buy-Sell Provisions

(a) Triggering Events. The following events shall trigger buy-sell rights:
☐ Death of a Member
☐ Disability of a Member (as defined: [________________________________])
☐ Bankruptcy of a Member
☐ Voluntary withdrawal with consent
☐ Breach of this Agreement
☐ Other: [________________________________]

(b) Purchase Price. Upon a triggering event, the purchase price shall be:
☐ The Agreed Value
☐ Fair Market Value determined by appraisal
☐ A formula: [________________________________]

(c) Payment Terms. The purchase price shall be paid:
☐ In full at closing
☐ [____]% at closing, balance in [____] equal [monthly/quarterly/annual] installments with interest at [____]% per annum
☐ Other: [________________________________]

(d) Insurance Funding.
☐ The Company shall maintain life insurance on Members in the amount of $[________] per Member to fund buy-sell obligations upon death.
☐ Members shall maintain cross-purchase life insurance policies.
☐ No insurance funding.

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ARTICLE X - TAX MATTERS

Section 10.1 Tax Classification

The Company shall be treated for federal and state income tax purposes as:

☐ Partnership (default for multi-member LLC)
☐ Disregarded Entity (default for single-member LLC)
☐ S Corporation (Form 2553 election)
☐ C Corporation (Form 8832 election)

Section 10.2 Tax Returns and Elections

(a) The Company shall prepare and timely file all required federal, state (including Illinois), and local tax returns.

(b) The Company shall make the following tax elections:
☐ Section 754 election upon request of a Member
☐ Other elections as determined by the Partnership Representative

(c) The Company shall furnish to each Member a Schedule K-1 or equivalent within [____] days after the end of each fiscal year.

Section 10.3 Partnership Representative (Tax Matters Partner)

(a) The Partnership Representative (as defined in Code Section 6223) shall be:
[________________________________]

(b) The Partnership Representative shall have all powers and authority granted under the Code and Treasury Regulations, including the authority to:
- Extend statutes of limitations;
- Settle tax controversies;
- Make elections under the BBA partnership audit rules;
- Bind the Company and Members to tax proceedings.

(c) The Partnership Representative shall keep all Members informed of any audits, proceedings, or adjustments.

(d) The Partnership Representative may be removed and replaced by a Majority Vote of the Members.

Section 10.4 Illinois Personal Property Replacement Tax (PPRT)

(a) PPRT Obligation. Pursuant to 35 ILCS 5/201(c), the Company shall be subject to the Illinois Personal Property Replacement Tax at a rate of 1.5% on net income allocable to Illinois if the Company is treated as a partnership or S corporation for federal income tax purposes.

(b) PPRT Filing Requirements. The Company shall:
- File Illinois Form IL-1065 (Partnership Replacement Tax Return) if treated as a partnership;
- File Illinois Form IL-1120-ST (Small Business Corporation Replacement Tax Return) if treated as an S corporation;
- Make estimated PPRT payments quarterly if the estimated annual tax exceeds $500.

(c) Member Allocation. The Company shall allocate the PPRT burden among the Members in proportion to their respective shares of income allocable to Illinois.

(d) Withholding for Nonresidents. Pursuant to 35 ILCS 5/709.5, the Company shall withhold Illinois income tax on distributive shares allocable to nonresident Members.

Section 10.5 Illinois Income Tax Matters

(a) Illinois imposes an individual income tax on residents' share of LLC income and on nonresidents' share of Illinois-source LLC income.

(b) The Company shall provide Schedule K-1-P (Partner's Share of Income, Deductions, Credits, and Recapture) to each Member.

(c) The Company shall comply with all Illinois Department of Revenue requirements regarding composite returns and pass-through entity elections.

Section 10.6 Tax Indemnification

(a) Each Member agrees to indemnify the Company for any taxes, interest, or penalties imposed on the Company as a result of such Member's failure to provide accurate tax information or to pay taxes attributable to such Member's allocations.

(b) Upon the Transfer of a Membership Interest, the transferor shall remain liable for all tax obligations attributable to periods prior to the Transfer.

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ARTICLE XI - BOOKS, RECORDS, AND REPORTS

Section 11.1 Books and Records

The Company shall maintain at its principal office:

(a) A current list of the full name and last known address of each Member;
(b) Copies of the Articles of Organization and all amendments;
(c) Copies of this Agreement and all amendments;
(d) Copies of the Company's federal, state, and local income tax returns for the three most recent years;
(e) Financial statements for the three most recent years;
(f) Minutes of all meetings of Members and Managers;
(g) Written consents of Members and Managers;
(h) Records of Capital Contributions and distributions;
(i) For a Series LLC, separate records for each Series showing assets, liabilities, and ownership.

Section 11.2 Inspection Rights

(a) Pursuant to 805 ILCS 180/10-15, each Member shall have the right, upon reasonable notice and during normal business hours, to inspect and copy, at such Member's expense, the books and records of the Company.

(b) The Company may impose reasonable restrictions on access to protect confidential information.

Section 11.3 Reports to Members

The Company shall provide to each Member:

(a) Annual Report. Within [____] days after the end of each fiscal year:
- Balance sheet as of year end;
- Income statement for the year;
- Statement of cash flows;
- Statement of changes in Members' equity;
- Schedule K-1 or equivalent tax information.

(b) Quarterly Reports. (Optional)
☐ Quarterly financial statements within [____] days after each quarter end.

(c) Other Information. Such other information as any Member may reasonably request.

Section 11.4 Bank Accounts

(a) The Company shall maintain accounts at financial institutions selected by the Manager(s) or Members.

(b) Authorized signatories on Company accounts:
[________________________________]
[________________________________]

(c) Checks or electronic transfers exceeding $[________] shall require [____] signatures.

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ARTICLE XII - DISSOLUTION AND WINDING UP

Section 12.1 Events of Dissolution

Pursuant to 805 ILCS 180/35-1, the Company shall be dissolved upon the occurrence of any of the following:

(a) The occurrence of events specified in this Agreement;

(b) The affirmative vote of Members holding [Unanimous/Supermajority/Majority] of the Percentage Interests;

(c) Entry of a decree of judicial dissolution pursuant to 805 ILCS 180/35-3;

(d) Administrative dissolution by the Secretary of State for failure to file the annual report or maintain a registered agent;

(e) Any other event required by the Act;

(f) The passage of ninety (90) consecutive days during which the Company has no Members.

Section 12.2 Winding Up

Upon dissolution, the Company shall be wound up as follows:

(a) Liquidating Trustee. The Manager(s) (or, if none, the Members) shall act as liquidating trustee, or the Members may appoint a different Person.

(b) Liquidation Activities. The liquidating trustee shall:
- Collect and preserve the Company's assets;
- Prosecute and defend suits;
- Settle and close the Company's business;
- Dispose of and convey the Company's property;
- Discharge or make provision for the Company's liabilities;
- Distribute remaining assets to Members.

(c) Order of Distribution. The assets of the Company shall be applied and distributed in the following order of priority:
1. To creditors, including Members who are creditors, in satisfaction of liabilities;
2. To establish reserves reasonably necessary for contingent or unforeseen liabilities;
3. To Members in accordance with their positive Capital Account balances.

Section 12.3 Distributions in Kind Upon Liquidation

(a) The liquidating trustee may distribute Company property in kind to the Members.

(b) Property distributed in kind shall be valued at Fair Market Value, and Members shall receive interests in such property in proportion to their Capital Account balances.

Section 12.4 No Deficit Restoration

(a) No Member shall be required to restore a deficit in such Member's Capital Account upon liquidation.

(b) Losses shall be allocated to avoid or minimize deficit Capital Accounts.

Section 12.5 Statement of Termination

Upon completion of winding up, the liquidating trustee shall file a Statement of Termination with the Illinois Secretary of State pursuant to 805 ILCS 180/35-45.

Section 12.6 Survival of Claims

The dissolution of the Company shall not affect any claims or rights of third parties against the Company or the Members.

Section 12.7 Series Dissolution (If Series LLC)

(a) An individual Series may be dissolved without dissolving the Company or other Series.

(b) Upon dissolution of a Series:
- The assets of that Series shall be used to satisfy the liabilities of that Series;
- Any remaining assets shall be distributed to the Members of that Series;
- A Statement of Designation Cancellation shall be filed if required.

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ARTICLE XIII - INDEMNIFICATION AND LIABILITY

Section 13.1 Limitation of Liability

(a) Pursuant to 805 ILCS 180/10-10, no Member or Manager shall be personally liable for any debt, obligation, or liability of the Company solely by reason of being a Member or Manager.

(b) No Member or Manager shall be liable to the Company or to any other Member for any loss or damage sustained by the Company or any Member, except to the extent caused by such Person's gross negligence, willful misconduct, or breach of this Agreement.

Section 13.2 Indemnification by the Company

(a) The Company shall, to the fullest extent permitted by 805 ILCS 180/15-7 and other applicable law, indemnify, defend, and hold harmless each Member, Manager, officer, and their respective agents (each, an "Indemnified Person") from and against any and all losses, claims, damages, liabilities, expenses (including reasonable attorneys' fees), judgments, fines, settlements, and other amounts arising from any threatened, pending, or completed action, suit, or proceeding related to the Company's business or such Person's service to the Company, provided that:

• Such Indemnified Person acted in good faith;
• Such Indemnified Person reasonably believed the conduct was in or not opposed to the Company's best interests;
• In the case of any criminal proceeding, such Indemnified Person had no reasonable cause to believe the conduct was unlawful.

(b) No indemnification shall be provided for:
- Conduct involving willful misconduct or knowing violation of law;
- Any transaction for which the Person received a personal benefit to which the Person was not entitled;
- Any Distribution that violates Section 6.3 of this Agreement or the Act.

Section 13.3 Advancement of Expenses

(a) The Company shall advance expenses (including attorneys' fees) incurred by an Indemnified Person in defending any action, suit, or proceeding upon receipt of an undertaking to repay such amounts if it is ultimately determined that indemnification is not permitted.

(b) The undertaking shall be unsecured and shall be accepted without regard to the Indemnified Person's ability to repay.

Section 13.4 Indemnification by Members

Each Member shall indemnify and hold harmless the Company and the other Members from and against any loss, liability, or expense arising from:

(a) Any breach of such Member's representations or warranties in this Agreement;
(b) Any breach of such Member's obligations under this Agreement;
(c) Any claim by a transferee or creditor of such Member.

Section 13.5 Insurance

The Company may purchase and maintain insurance on behalf of any Indemnified Person against any liability asserted against such Person, whether or not the Company would have the power to indemnify such Person against such liability.

Section 13.6 Non-Exclusivity

The indemnification provided in this Article XIII shall not be deemed exclusive of any other rights to which an Indemnified Person may be entitled.

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ARTICLE XIV - AMENDMENTS

Section 14.1 Amendments Generally

(a) This Agreement may be amended only by a written instrument executed by:
☐ Unanimous consent of the Members
☐ Supermajority Vote ([____]%) of the Members
☐ Majority Vote of the Members

(b) Notwithstanding the foregoing, the following amendments shall require unanimous consent:
- Any change that adversely affects the limited liability of any Member;
- Any change to the allocation of Profits, Losses, or Distributions;
- Any change to the voting requirements for amendments;
- Any change that increases the obligations or decreases the rights of any Member without such Member's consent.

Section 14.2 Amendments to Exhibit A

The Manager(s) (or Members in a member-managed Company) may amend Exhibit A without Member approval to reflect:

(a) The admission of additional Members;
(b) Permitted Transfers of Membership Interests;
(c) Changes in Member addresses;
(d) Adjustments to Percentage Interests resulting from Capital Contributions or distributions.

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ARTICLE XV - MISCELLANEOUS PROVISIONS

Section 15.1 Entire Agreement

This Agreement constitutes the entire agreement among the Members with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

Section 15.2 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to principles of conflicts of laws.

Section 15.3 Jurisdiction and Venue

(a) Any legal action or proceeding arising under this Agreement shall be brought exclusively in the courts of the State of Illinois located in [________________________________] County or in the United States District Court for the [________________________________] District of Illinois.

(b) Each party hereby irrevocably submits to the jurisdiction of such courts and waives any objection based on venue or inconvenient forum.

Section 15.4 Dispute Resolution

(a) Mediation. Any dispute arising out of this Agreement shall first be submitted to mediation in accordance with the mediation rules of:
☐ JAMS
☐ AAA
☐ Other: [________________________________]

(b) Arbitration.
☐ If mediation is unsuccessful, disputes shall be resolved by binding arbitration in [________________________________], Illinois, in accordance with the rules of [________________________________].
☐ Arbitration is not required; parties may proceed to litigation.

(c) Attorneys' Fees. In any mediation, arbitration, or litigation, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party.

Section 15.5 Waiver of Jury Trial

☐ APPLICABLE: EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

☐ NOT APPLICABLE: Jury trial rights are preserved.

Section 15.6 Notices

(a) All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered:
- When delivered personally;
- One (1) business day after deposit with a nationally recognized overnight courier;
- Three (3) business days after mailing by certified mail, return receipt requested;
- Upon confirmed transmission if sent by email (with delivery receipt).

(b) Notices shall be sent to the addresses set forth on Exhibit A or to such other address as a party may designate in writing.

Section 15.7 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

Section 15.8 Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. No waiver of any breach shall constitute a waiver of any other breach.

Section 15.9 Binding Effect

This Agreement shall be binding upon and inure to the benefit of the Members and their respective heirs, executors, administrators, successors, and permitted assigns.

Section 15.10 Counterparts

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures.

Section 15.11 Further Assurances

Each Member agrees to execute such additional documents and take such further actions as may be reasonably necessary to carry out the purposes of this Agreement.

Section 15.12 Headings

The headings in this Agreement are for convenience only and shall not affect interpretation.

Section 15.13 Construction

(a) This Agreement shall be construed without regard to any presumption against the party that drafted it.

(b) The words "include," "includes," and "including" shall be deemed to be followed by "without limitation."

(c) References to Sections, Articles, and Exhibits are to this Agreement unless otherwise specified.

Section 15.14 Confidentiality

(a) Each Member agrees to keep confidential all non-public information regarding the Company, its business, finances, operations, and affairs.

(b) Confidential information may be disclosed:
- With the prior written consent of the Manager(s) or a Majority Vote;
- As required by law, regulation, or legal process;
- To such Member's attorneys, accountants, and advisors who agree to maintain confidentiality.

Section 15.15 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns. Nothing in this Agreement shall confer any rights upon any Person other than the parties and their permitted successors and assigns.

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EXECUTION

IN WITNESS WHEREOF, the undersigned Members have executed this Limited Liability Company Operating Agreement as of the Effective Date first written above.

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MEMBERS:

Member 1:

Signature: [________________________________]

Printed Name: [________________________________]

Date: [__/__/____]

Address: [________________________________]
[________________________________]

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Member 2:

Signature: [________________________________]

Printed Name: [________________________________]

Date: [__/__/____]

Address: [________________________________]
[________________________________]

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Member 3:

Signature: [________________________________]

Printed Name: [________________________________]

Date: [__/__/____]

Address: [________________________________]
[________________________________]

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Member 4:

Signature: [________________________________]

Printed Name: [________________________________]

Date: [__/__/____]

Address: [________________________________]
[________________________________]

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(Attach additional signature pages as needed)

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EXHIBIT A - MEMBERS, CAPITAL CONTRIBUTIONS, AND PERCENTAGE INTERESTS

Member Name	Address	Initial Capital Contribution	Percentage Interest
[________________________________]	[________________________________]	$[________________]	[____]%
[________________________________]	[________________________________]	$[________________]	[____]%
[________________________________]	[________________________________]	$[________________]	[____]%
[________________________________]	[________________________________]	$[________________]	[____]%
TOTAL		$[________________]	100%

Type of Initial Contribution:
☐ Cash
☐ Property (describe): [________________________________]
☐ Services (describe): [________________________________]
☐ Promissory Note (terms): [________________________________]

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EXHIBIT B - AGREED VALUE OF MEMBERSHIP INTERESTS

Effective Date	Agreed Value per 1% Interest	Total Company Value	Members Approving
[__/__/____]	$[________________]	$[________________]	[________________________________]
[__/__/____]	$[________________]	$[________________]	[________________________________]
[__/__/____]	$[________________]	$[________________]	[________________________________]

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EXHIBIT C - MANAGER DESIGNATION (If Manager-Managed)

Manager Name	Address	Title	Effective Date	Term
[________________________________]	[________________________________]	[________________]	[__/__/____]	[________________________________]
[________________________________]	[________________________________]	[________________]	[__/__/____]	[________________________________]

Manager Compensation:
☐ No compensation
☐ Annual compensation: $[________________]
☐ Per meeting fee: $[________________]
☐ Other: [________________________________]

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EXHIBIT D - ANNUAL REPORT TRACKING

Illinois Secretary of State Annual Report Requirements:

Year	Due Date	Filing Date	Filing Fee	Confirmation Number
[____]	[__/__/____]	[__/__/____]	$75.00	[________________]
[____]	[__/__/____]	[__/__/____]	$75.00	[________________]
[____]	[__/__/____]	[__/__/____]	$75.00	[________________]
[____]	[__/__/____]	[__/__/____]	$75.00	[________________]

Anniversary Month: [________________________________]

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EXHIBIT E - SPECIAL ALLOCATIONS AND DISTRIBUTIONS

Tax Allocation Elections:
☐ Traditional method under Code Section 704(c)
☐ Traditional method with curative allocations
☐ Remedial method

Special Distribution Provisions:
[________________________________]
[________________________________]
[________________________________]

Preferred Return (if applicable):
☐ No preferred return
☐ Preferred return of [____]% per annum on Capital Contributions
☐ Other: [________________________________]

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EXHIBIT F - INSURANCE REQUIREMENTS

Required Insurance Coverage:

Type of Insurance	Minimum Coverage	Named Insureds
General Liability	$[________________]	Company, Members, Managers
Professional Liability	$[________________]	[________________________________]
Property Insurance	$[________________]	Company
Key Person Life Insurance	$[________________] per key person	Company as beneficiary
Directors & Officers	$[________________]	Managers

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EXHIBIT G - SERIES DESIGNATION (If Series LLC)

Series LLC Establishment Under 805 ILCS 180/37-40

☐ This Exhibit is applicable (Company is a Series LLC)
☐ This Exhibit is not applicable (Company is not a Series LLC)

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Series 1

Series Name: [________________________________]

Effective Date: [__/__/____]

Series Purpose: [________________________________]

Series Members:

Member Name	Series Contribution	Series Percentage
[________________________________]	$[________________]	[____]%
[________________________________]	$[________________]	[____]%

Series Manager(s): [________________________________]

Series Assets:
[________________________________]
[________________________________]

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Series 2

Series Name: [________________________________]

Effective Date: [__/__/____]

Series Purpose: [________________________________]

Series Members:

Member Name	Series Contribution	Series Percentage
[________________________________]	$[________________]	[____]%
[________________________________]	$[________________]	[____]%

Series Manager(s): [________________________________]

Series Assets:
[________________________________]
[________________________________]

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Series Separation Requirements

To maintain liability protection between series:

☐ Each series maintains separate books and records
☐ Each series has separately identifiable assets
☐ Each series maintains separate bank accounts
☐ Contracts clearly identify which series is the party
☐ Notice of limitation on liability is provided to third parties

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EXHIBIT H - ILLINOIS PPRT CALCULATION WORKSHEET

Personal Property Replacement Tax (35 ILCS 5/201(c))

Tax Year	Net Income Allocable to Illinois	PPRT Rate	PPRT Due	Date Paid
[____]	$[________________]	1.5%	$[________________]	[__/__/____]
[____]	$[________________]	1.5%	$[________________]	[__/__/____]
[____]	$[________________]	1.5%	$[________________]	[__/__/____]

Estimated PPRT Payments (if required):

Quarter	Due Date	Amount Paid	Date Paid
Q1	April 15	$[________________]	[__/__/____]
Q2	June 15	$[________________]	[__/__/____]
Q3	September 15	$[________________]	[__/__/____]
Q4	December 15	$[________________]	[__/__/____]

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This Illinois Limited Liability Company Operating Agreement is governed by the Illinois Limited Liability Company Act, 805 ILCS 180/1-1 et seq. Illinois permits Series LLCs under 805 ILCS 180/37-40 and imposes a 1.5% Personal Property Replacement Tax on partnership income. Annual reports are required to be filed with the Illinois Secretary of State.