Unless, within 60 days following a Withdrawn Member’s Withdrawal Event, such Withdrawn Member (or, if such Withdrawn Member has become a Withdrawn Member in consequence of death or Permanent Incapacity, such Withdrawn Member’s estate, custodian or other legal representative or successor) duly executes and delivers to the Company a general release of claims against the Company and the other Members with regard to all matters relating to the Company up to and including the time of such Withdrawal Event, such Withdrawn Member’s Units shall be cancelled and reduced to zero (0) effective as of the date of the Withdrawal Event.

Upon a determination by the Company that a Withdrawn Member has failed to properly execute and deliver a release as described in the preceding sentence, the Capital Account of the Withdrawn Member shall be reduced to zero (0), and the Capital Accounts of the Members shall be adjusted accordingly, to give effect to the preceding sentence as if the 60 day period set forth in the preceding sentence were instead a zero day period and such Withdrawn Member shall promptly return to the Company any distributions to which, taking into account the operation of this §7.8(c), such Withdrawn Member was not entitled under this Agreement.

…7.8(g) Redemption: The Company may, at any time and in its sole and absolute discretion, redeem (or cause the sale of) the Company interest of any Assignee for cash equal to the Fair Market Value of such interest. [Unclear how “fair market value” can be objectively defined given that the Company controls all tender offers per §7.9(a). A 409A valuation?] With regard to an Assignee that is a Withdrawn Member or successor in interest thereto, the foregoing rights of the Company under this §7.8(g) shall be in addition to those rights of the Company set forth in §7.4.

[See also Sam Altman in 2014 commenting on such “horrible” compulsory equity repurchase terms.]

7.9 Tender Offers: (a) Units that are fully vested may be eligible for sale through the sale of corresponding units in the Management Company (the “Corresponding Units”) pursuant to secondary sale transactions organized or otherwise approved by the Manager (“Tender Offers”). The Manager shall determine how many Corresponding Units may be sold in a Tender Offer, the terms of any such Tender Offer, including the time at which the tender shall occur, the price at which the Corresponding Units may be sold, and the unitholders and purchasers who may participate in the Tender Offer.

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