The Company shall use the net proceeds of the sale of the Closing Securities in all material respects in accordance with the Approved Transaction Budget; provided that in no event shall the aggregate spend of the Company with respect to the matters covered by the Approved Transaction Budget exceed the aggregate spend provided for by the Approved Transaction Budget; and provided further that such obligation shall terminate upon the expiration or termination of the Additional Closing Option (but in any event not prior to the Second Closing).