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This proposal is not intended as, and does not constitute, a binding agreement by any party, or an agreement by any party to enter into a binding agreement, but is merely intended to specify some of the proposed terms and conditions of the transaction contemplated herein. Neither party may claim any legal rights against the other by reason of the signing of this letter or by taking any action in reliance thereon. Each party hereto fully understands that no party shall have any legal obligations to the other, or with respect to the proposed transaction, unless and until all of the terms and conditions of the proposed transaction have been negotiated, agreed to by all parties and set forth in a definitive agreement that has been signed and delivered by all parties. The only legal obligations that any party shall have shall be those contained in such signed and delivered definitive agreement referred to above. Ira Feinstein is a member of D’Ancona & Pflaum, L.L.C.in Chicago. Paul Lukitsch is an associate with the firm. This sample clause is intended to serve solely as an exemplar and may need to be modified to conform to the legal requirements of your jurisdiction. It in no way constitutes legal advice.

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