Common use of Tax Advisors Clause in Contracts

Tax Advisors. The Purchaser has had the opportunity to review with the Purchaser’s own tax advisors the federal, state and local tax consequences of this investment, where applicable, and the transactions contemplated by this Agreement. The Purchaser is relying solely on the Purchaser’s own determination as to tax consequences or the advice of such tax advisors and not on any statements or representations of the Company or any of its agents and understands that the Purchaser (and not the Company) shall be responsible for the Purchaser’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Tax Advisors. The Purchaser has had the opportunity to review reviewed with the Purchaser’s own tax advisors the federal, state and local tax consequences of this investment, where applicable, and the transactions contemplated by this Agreement. The Each Purchaser is relying solely on the Purchaser’s own determination as to tax consequences or the advice of such tax advisors and not on any statements or representations of the Company or any of its agents and understands that the each Purchaser (and not the Company) shall be responsible for the Purchaser’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Tax Advisors. The Purchaser has had the opportunity to review reviewed with the Purchaser’s its own tax advisors the U.S. federal, state state, local and local foreign tax consequences of this investment, where applicable, investment and the transactions contemplated by this Agreementthe Transaction Agreements. The With respect to such matters, the Purchaser is relying relies solely on the Purchaser’s own determination as to tax consequences or the advice of such tax advisors and not on any statements or representations of the Company or any of its agents and agents, written or oral. The Purchaser understands that the Purchaser it (and not the Company) shall be responsible for the Purchaser’s its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreementthe Transaction Agreements.

Tax Advisors. The Such Purchaser has had the opportunity to review reviewed with the Purchaser’s its own tax advisors the U.S. federal, state and local and non-U.S. tax consequences of this investment, where applicable, investment and the transactions contemplated by this Agreement. The With respect to such matters, such Purchaser is relying relies solely on the Purchaser’s own determination as to tax consequences or the advice of any such tax advisors and not on any statements or representations of the Company or any of its agents and agents, written or oral. Such Purchaser understands that the Purchaser it (and not the Company) shall be responsible for the Purchaser’s its own tax liability that may arise as a result of this investment or and the transactions contemplated by this Agreement.

Tax Advisors. The Such Purchaser has had the opportunity to review with the such Purchaser’s own tax advisors the federal, state and local tax consequences of this investmentits purchase of the Securities set forth opposite such Purchaser’s name on Exhibit A, where applicable, and the transactions contemplated by this Agreement. The Such Purchaser is relying solely on the Purchaser’s own determination as to tax consequences or the advice of such tax advisors and not on any statements or representations of the Company or any of its agents and understands acknowledges that the Purchaser (and not the Company) shall be responsible for the any of such Purchaser’s own tax liability liabilities that may arise as a result of this investment or the transactions contemplated by this Agreement, and that the Company and any of its agents have not provided any tax advice or any other representation or guarantee regarding the tax consequences of the transactions contemplated by the Agreement.

Tax Advisors. The Purchaser has had the opportunity to review reviewed with the Purchaser’s its own tax advisors the U.S. federal, state state, local and local foreign tax consequences of this investment, where applicable, investment and the transactions contemplated by this Agreement. The With respect to such matters, the Purchaser is relying relies solely on the Purchaser’s own determination as to tax consequences or the advice of such tax advisors and not on any statements or representations of the Company or any of its agents and agents, written or oral. The Purchaser understands that the Purchaser it (and not the Company) shall will be responsible for the Purchaser’s its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Tax Advisors. The Purchaser has had the opportunity to review reviewed with the Purchaser’s its own tax advisors the federal, state and local tax consequences of this investment, where applicable, and the transactions contemplated by this Agreement. The Purchaser is relying solely on the Purchaser’s own determination as to tax consequences or the advice of such tax advisors and not on any statements or representations of the Company or any of its agents and understands that the Purchaser (and not the Company) shall be responsible for the Purchaser’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Tax Advisors. The Such Purchaser has had the opportunity to review with the such Purchaser’s own tax advisors the federal, state and local tax consequences of this investmentits purchase of the Shares set forth opposite such Purchaser’s name on Exhibit A, where applicable, and the transactions contemplated by this Agreement. The Such Purchaser is relying solely on the Purchaser’s own determination as to tax consequences or the advice of such tax advisors and not on any statements or representations of the Company or any of its agents and understands acknowledges that the Purchaser (and not the Company) shall be responsible for the any of such Purchaser’s own tax liability liabilities that may arise as a result of this investment or the transactions contemplated by this Agreement, and that the Company and any of its agents have not provided any tax advice or any other representation or guarantee regarding the tax consequences of the transactions contemplated by the Agreement.

Tax Advisors. The Purchaser has had the opportunity to review with the Purchaser’s own tax advisors the federal, state and local tax consequences of this investment, where applicable, and the transactions contemplated by this Agreement. The Purchaser is relying solely on the Purchaser’s own determination as to tax consequences or the advice of such tax advisors and not on any statements or representations of the Company or any of its agents and understands that the Purchaser (and not the Company) shall be responsible for the Purchaser’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Tax Advisors. The Purchaser has had the opportunity to review reviewed with the Purchaser’s its own tax advisors the federal, state and local tax consequences of this investmentan investment in the Shares, where applicable, and the transactions contemplated by this Agreement. The Purchaser is relying solely on the Purchaser’s own determination as to tax consequences or the advice of such tax advisors and not on any statements or representations of the Company Company, OvaScience, or any of its their agents and understands that the Purchaser it (and not the CompanyCompany or OvaScience) shall be responsible for the Purchaser’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Tax Advisors. The Purchaser has had the opportunity to review with the Purchaser’s own tax advisors the federal, state and local tax consequences of this investment, where applicable, its purchase of the Purchased Shares and the transactions contemplated by this Agreement. The Purchaser is relying solely on the Purchaser’s own determination as to tax consequences or the advice of such tax advisors and not on any statements or representations of the Company or any of its agents and understands that the Purchaser (and not the Company) shall be responsible for the Purchaser’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Tax Advisors. The Each Purchaser represents that it has had the opportunity to review reviewed with the Purchaser’s its own tax advisors the U.S. federal, state and local and non-U.S. tax consequences of this investment, where applicable, investment and the transactions contemplated by this Agreement. The With respect to such matters, each Purchaser is relying acknowledges and agrees that it relies solely on the Purchaser’s own determination as to tax consequences or the advice of any such tax advisors and not on any statements or representations of the Company or any of its agents and agents, written or oral. Each Purchaser understands that the Purchaser it (and not the Company) shall be responsible for the Purchaser’s its own tax liability that may arise as a result of this investment or and the transactions contemplated by this Agreement.

Tax Advisors. The Such Purchaser has had the opportunity to review reviewed with the such Purchaser’s 's own tax advisors the federal, state and local tax consequences of this investment, where applicable, and the transactions contemplated by this Agreement. The With respect to matters related to the tax consequences of the transactions contemplated by this Agreement, each such Purchaser is relying solely on the Purchaser’s own determination as to tax consequences or the advice of such tax advisors and not on any statements or representations of the Company Corporation or any of its agents and understands that the each such Purchaser (and not the CompanyCorporation) shall be responsible for the such Purchaser’s 's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Tax Advisors. The Purchaser has had the opportunity to review with the Purchaser’s own tax advisors the federal, state and local tax consequences of this investment, where applicable, and the transactions contemplated by this Agreement. The Purchaser is relying solely on the Purchaser’s own determination as to tax consequences or the advice of such tax advisors and not on any statements or representations of the Company or any of its agents and understands that the Purchaser (and not the CompanyCompany or the Placement Agents) shall be responsible for the Purchaser’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Tax Advisors. The Such Purchaser has had the opportunity to review with the such Purchaser’s own tax advisors the federal, state and local tax consequences of this investmentits purchase of the Securities set forth opposite such Purchaser’s name on Exhibit A, where applicable, and the transactions contemplated by this Agreement. The Such Purchaser is relying solely on the Purchaser’s own determination as to tax consequences or the advice of acknowledges that such tax advisors and not on any statements or representations of the Company or any of its agents and understands that the Purchaser (and not the Company) shall be responsible for the any of such Purchaser’s own tax liability liabilities that may arise as a result of this investment or the transactions contemplated by this Agreement., and that the Company and any of its agents have not provided any tax advice or any other representation or guarantee regarding the tax consequences of the transactions contemplated by the Agreement. 25

Tax Advisors. The Such Purchaser has had the opportunity to review with the Purchaser’s own tax advisors the federal, state and local tax consequences of this investmentits purchase of the Shares set forth opposite the Purchaser’s name on Exhibit A, where applicable, and the transactions contemplated by this Agreement. The Such Purchaser is relying solely on the Purchaser’s own determination as to tax consequences or the advice of such tax advisors and not on any statements or representations of the Company or any of its agents and understands acknowledges that the Purchaser (and not the Company) shall be responsible for any of the Purchaser’s own tax liability liabilities that may arise as a result of this investment or the transactions contemplated by this Agreement, and that the Company and any of its agents have not provided any tax advice or any other representation or guarantee regarding the tax consequences of the transactions contemplated by the Agreement.

Tax Advisors. The Purchaser has had the opportunity to review reviewed with the Purchaser’s his own tax advisors ------------ the federal, state and local tax consequences of this investment, where applicable, and the transactions contemplated by this Agreement. The Each Purchaser is relying solely on the Purchaser’s own determination as such advisors with respect to tax consequences or the advice of such tax advisors matters and not on any statements or representations of the Company or any of its agents and understands that the each Purchaser (and not the Company) shall be responsible for the Purchaser’s 's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Tax Advisors. The Such Purchaser has had the opportunity to review with the such Purchaser’s own tax advisors the federal, state and local tax consequences of this investment, where applicable, and the transactions contemplated by this Agreement. The Such Purchaser is relying solely on the Purchaser’s own determination as to tax consequences or the advice of such tax advisors and not on any statements or representations of the Company or any of its agents and understands that the such Purchaser (and not the Company) shall be responsible for the such Purchaser’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Tax Advisors. The Purchaser has had the opportunity to review with the Purchaser’s own tax advisors the federal, state and local tax consequences of this investment, where applicable, and the transactions contemplated by this Agreement. The Purchaser is relying solely on the Purchaser’s own determination as to tax consequences or the advice of such tax advisors and not on any statements or representations of the Company or any of its agents and understands that the Purchaser (and not the Company) shall be responsible for the Purchaser’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.. 3

Tax Advisors. The Purchaser has had the opportunity to review with the Purchaser’s own tax advisors the federal, state and local tax consequences of this investment, where applicable, and the transactions contemplated by this Agreement, including, without limitation, under Sections 301 and 305 of the Code. The Purchaser is relying solely on the Purchaser’s own determination as to tax consequences or the advice of such tax advisors and not on any statements or representations of the Company or any of its agents and understands that the Purchaser (and not the Company) shall be responsible for the Purchaser’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Tax Advisors. The Purchaser has had the opportunity to review with the Purchaser’s own tax advisors the federal, state and local tax consequences of this investment, where applicable, and the transactions contemplated by this Agreement. The Purchaser is relying solely on the Purchaser’s own determination as to tax consequences or the advice of such tax advisors and not on any statements or representations of the Company or any of its agents and understands that the Purchaser (and not the Company) shall be responsible for the Purchaser’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreementacquisition of the Shares.

Tax Advisors. The Such Purchaser has had the opportunity to review reviewed with the such Purchaser’s 's own tax advisors the federal, state and local tax consequences of this investment, where applicable, and the transactions contemplated by this Agreement. The Each such Purchaser is relying solely on the Purchaser’s own determination as to tax consequences or the advice of such tax advisors and not on any statements or representations of the Company or any of its agents and understands that the each such Purchaser (and not the Company) shall be responsible for the such Purchaser’s 's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Tax Advisors. The Purchaser has had the opportunity to review reviewed with the Purchaser’s his own tax advisors the federal, state and local tax consequences of this investment, where applicable, and the transactions contemplated by this Agreement. The Purchaser is relying solely on the Purchaser’s own determination as such advisors with respect to tax consequences or the advice of such tax advisors matters and not on any statements or representations of the Company or any of its agents and understands that the Purchaser (and not the Company) shall be responsible for the Purchaser’s 's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Tax Advisors. The Purchaser has had the opportunity to review reviewed with the Purchaser’s own tax advisors the federal, state and local tax consequences of this investment, where applicable, and the transactions contemplated by this Agreement. The Purchaser is relying solely on the Purchaser’s own determination as to tax consequences or the advice of such tax advisors and not on any statements or representations of the Seller or the Company or any of its their agents and understands that the Purchaser (and not the Company) shall be responsible for the Purchaser’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Tax Advisors. The Purchaser has had the opportunity to review with the Purchaser’s own tax Tax advisors the federal, state and local tax Tax consequences of this investment, where applicable, and the transactions contemplated by this Agreement. The Purchaser is relying solely on the Purchaser’s own determination as to tax Tax consequences or the advice of such tax Tax advisors and not on any statements or representations of the Company or any of its agents and understands that the Purchaser (and not the Company) shall be responsible for the Purchaser’s own tax Tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Tax Advisors. The Each Purchaser has had the opportunity to review with the Purchaser’s own tax advisors the federal, state and local tax consequences of this investmentits purchase of the Securities, where applicable, and the transactions contemplated by this Agreement. The Each Purchaser is relying solely on the Purchaser’s own determination as to tax consequences or the advice of such tax advisors and not on any statements or representations of the Company or any of its agents and understands that the Purchaser (and not the Company) shall be responsible for the Purchaser’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.