Advice of Counsel. Evelo and Biose have each consulted counsel of their choice regarding this Agreement, and each acknowledges and agrees that this Agreement shall not be deemed to have been drafted by one Party or another and shall be construed accordingly.

Choice of Counsel. Indemnitee shall be entitled to employ, and be reimbursed for the fees and disbursements of, counsel separate from that chosen by any other person or persons whom the Company is obligated to indemnify with respect to the same or any related or similar Proceeding.

Advice of Counsel. The language in all parts of this Agreement shall be deemed to be the language mutually arrived at by the Parties, together with their respective counsel, and this Agreement shall not for this reason be construed against either Party by virtue of its role as the drafter thereof.

Advice of Counsel. The Parties each agree and represent that they # have had advice of counsel of their choosing or had the opportunity of obtaining advice of counsel, in the negotiation and the preparation of this Agreement, # have read this Agreement, and # are fully aware of the contents and legal effect of the this Agreement.

Legal Counsel Opinions. Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the sale of Returnable Shares and Conversion Shares by the Buyer or its affiliates, successors and assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the Returnable Shares and Conversion Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement). Should the Company’s legal counsel fail for any reason to issue the Legal Counsel Opinion, the Buyer may (at the Company’s cost) secure another legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion.

Advice of Counsel. Each Party represents and warrants that it has been represented and advised by counsel or has had full opportunity to be represented and advised by counsel with respect to this Second Amended Agreement and all matters covered by it.

Opinions of Counsel. Receipt by the Administrative Agent of opinions of legal counsel to the Loan Parties addressed to the Administrative Agent and each Lender, dated as of the date of this Amendment.

Opinions of Counsel. On the Effective Date, Lender shall have received from Foley & Lardner LLP and Scudder Law Firm, P.C., L.L.O., counsel to Borrower, opinions addressed to and dated the Effective Date, in form and substance reasonably satisfactory to Lender.

Opinions of Counsel. Opinions of counsel to the Credit Parties addressed to the Administrative Agent and [[Lenders:Organization]] with respect to the Credit Parties, the Loan Documents and such other matters as the Administrative Agent shall request (which such opinions shall expressly permit reliance, subject to customary conditions, by permitted assigns of the Administrative Agent and [[Lenders:Organization]]).

WFCF: Goldberg Kohn Ltd. 55 East Monroe Street Suite 3300 Chicago, Illinois 60603 Telephone:[[Phone]] Facsimile:[[Phone]]