Additional Capital Contributions Required Under JSC-approved Budgets. If the Board determines that such is necessary in order for the Company to comply with its obligations under the ECC to pursue diligently a research plan(s) or project(s) approved by the “JSC” (as defined under the ECC) having a corresponding JSC-approved budget(s), the Board may vote, in accord with Section 5.1(c), Section 7.2(c)(iv) and Section 7.2(e), specifically under this Section 5.1(f)(i) to: (A) solicit additional Capital Contributions from the Members in a total amount the Board deems is sufficient solely for Company to meet the liquidity needs of the Company over the next twelve (12) months under such JSC-approved budget(s), and (B) cause the Company to accept such additional Capital Contributions up to the solicited amount from the Members. In such event, each Member shall have the pro-rata opportunity, but not the obligation, to subscribe to the offered contribution or part thereof (and not in part) and participate in such capital raise on a proportionate basis (or part thereof) by making additional Capital Contributions in proportion to its Percentage Interest. Each Member may do so by notifying the Board within fifteen (15) Business Days from the offer by the Company, of its interest to participate in such capital raise, and the amount of participation (up to its pro-rata Percent Interest in Company). If one or more Members notify the Board that they will make additional Capital Contributions under this Section 5.1(f)(i), and if each Member has not notified the Board that it will participate fully up to its Percentage Interest, then (A) any Members making additional Capital Contributions that did notify the Board of its intent to participate fully up to its Percentage Interest may elect to absorb, pro-rata, any portion of the solicited amount left over by other Members until such time as no Member is willing to participate further in the solicited capital raise or the entire capital raise is fulfilled, (B) the Board shall thereafter collect the additional Capital Contributions from the participating Members in accord with the final amounts established under the preceding clause “(A)”, and (C) the Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. Percentage Interests of all then-existing Members shall thereafter be adju...
