All representations, warranties and covenants contained in this Agreement shall survive (i) the acceptance of this Agreement by the Company, (ii) the consummation of offering of the Subject Preferred Shares as provided for herein, and (iii) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of the Subscribers, in each case until the earlier of the (A) Merger Closing or (B) Termination Date. The Subscribers acknowledge the meaning and legal consequences of the representations, warranties and covenants contained herein and that the Company has relied upon such representations, warranties and covenants in determining each Subscriber’s qualification and suitability to purchase the Subject Shares.