Term Sheet Not Binding. This Letter of Intent shall be binding. However, the Term Sheet does not include all the material terms that would be included in the Definitive Agreements and does not create any legally binding obligation. This Letter of Intent does not constitute a contract for the transaction described in the Term Sheet, but only expresses the interest and desire of the parties to negotiate and try to agree on and enter into the Definitive Agreements. Neither party may rely on this Letter of Intent or Term Sheet, nor any discussions or negotiations regarding the transactions described herein, as a commitment, offer or agreement by the other party to enter into the transactions described in the Term Sheet.