SECTION 11 CAPITAL STRUCTLRE: MEMBERSHIP UNITS AND CONTRIBUTIONS/TRANSFER OF MEMBERSHIP UNITS A. capital Contribution M the Sole Member: Initial_Issuance. The Sole Members ownership np,hts in the Company shalt be reflected in -Membership Units,- in :taunted in the Conipany's records Upon the formation of the Company, the Sole Member shall make a capital contribution to the capital of the Compary in the amount of cash, or of the property-in-kind. sex both. set forth opposite the Sole Member's mune oat the Schedule of Capital Contributions attached hereto The Company shall thereupon issue to the Sole Member that number of Membership Units so subscribed and contributed for as reflected on said Schedule The Sole Member :nay make additional capital contributions from time to time and at any time and in am amounts that he may desire B. Transfer of Membership Units. Subject to the provisions of this Section. a Member may transfer and assign any or all of his Membership Units to any one or more pctsors or entities, at any time and from time to time. The transfer and assignment of a Membership Unit does not, in and of itself, cutitic the assignee to participate in the management and affairs of the Company or to become a member. Such assignee is only entitled to receive, to the extent assigned, the diunhutions the assigning Member would otherwise he entitled to, and such assignee shall unly become an assignee of a Membership Unit and not a substitute Member. An assignee of a Membership Unit shall be admitted as a substitute Member and shall be craftiest to all the rights and powers of the assignor only if all the Members consent. If admitted, the substitute Member, has to the extent assigned. al! of the rights and powers, and is subject to all of the restrictions and liabilities, of a Member of the Company_ Notwithstanding the foregoing, without the consent of any other Member. the Sole Member may, by a duly executed agreement with the assignee. assi