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The information contained in this exchange (collectively, "Exchange Data") contains proprietary and confidential information of Panda High Plains Hemp Gin, LLC (“PHPHG”) and its affiliates. 


Included in the Exchange Data is a report developed by AFRY Management Consulting Inc.(“AFRY”) on behalf of PHPHG, titled “Market Potential for Hemp” and dated December 6, 2021 and updated April 2022 in connection with the issuance of certain Revenue Bonds (Panda High Plains Hemp Gin, LLC), to be issued by the Public Finance Authority (the “Bonds”). PHPHG has requested AFRY to provide you with a copy of that report or a portion or excerpt thereof (the "Report") in your capacity as potential investor in the Bonds. AFRY’s acceptance to providing the Report to you is conditional upon you agreeing to these terms and conditions.



You acknowledge and agree that:


1.   The Report was prepared by AFRY for the use of PHPHG only and therefore there is no certainty that the Report addresses or reflects the specific requirements, interests or circumstances of you as a potential investor. AFRY is not making any representation or warranty to you as to the accuracy, correctness or completeness of the information, data or of any analysis thereof contained in the Report being provided, or any other recommendation, representation or warranty whatsoever concerning the Report. AFRY does not have any duty to update or supplement the Report provided to you. The Report prepared by AFRY is dated December 6, 2021 and was updated April 2022. 


2.   The Report is strictly confidential. You will use it only for the purpose of evaluating your potential investment in the Bonds. Except as otherwise required by law or regulation or with PHPHG’s and our prior written consent, you will not disclose the Report to any other person or party at any time, other than to your employees, officers, directors and professional advisors who agree to be bound by the terms of this letter (your “Representatives”). For the avoidance of doubt, such disclosure cannot in any way extend AFRY’s liabilities specified in these terms and conditions and your Representatives may not bring any claims or other action against AFRY in connection with the Report and/or these terms and conditions.


3.   Except to potential investors in the Bonds, you understand and agree that we do not allow and will not consent to the use of, disclosure of or reference to us, any of our services, or all or any part of the Report in connection with (i) any public securities offering in any jurisdiction, (ii) any report filed with any securities market or securities regulator or in any press release or in any document accessible generally by the holders or prospective holders of any security traded on any public securities market, or (iii) any offer or sale of, or trade in, securities in any jurisdiction (whether public or private, and whether or not exempt from registration, prospectus delivery or other similar requirements in the applicable jurisdiction).


4.   Without in any way limiting the rights or remedies otherwise available to any AFRY Party, you will be liable to each AFRY Party from any and all damages (including incidental and consequential damages), losses, liabilities, claims or expenses (including costs of investigation and defence and reasonable attorneys' fees) (collectively, "Damages") arising directly or indirectly from or in connection with any breach of the terms of this letter by you or by any of your Representatives.


5.   If any provision of these terms or conditions, or the application thereof to any person or circumstance is held invalid or unenforceable, the remainder of this letter, and the application of such provision to other persons or circumstances, shall not be affected thereby, and to such end, the provisions of this letter are agreed to be severable.


6. You represent and warrant that you are fully authorized to give the acceptance herein and bind the company or entity that you represent to the terms herein. 


7.   These terms and conditions shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law thereof.


8.   You hereby irrevocably and unconditionally submit, for yourself and your property, to the exclusive jurisdiction of either (i) the courts of the State of New York located in the City of New York or (ii) Federal Courts in the Southern District of New York (the "New York Courts"), and any appellate court from any such New York Court, in any suit, action or proceeding arising out of or relating to these terms and conditions, or for recognition or enforcement of any judgment resulting from any suit, action or proceeding, and you hereby irrevocably and unconditionally agree that all claims in respect of any such suit, action or proceeding may be heard and determined in a New York Court.  You hereby irrevocably and unconditionally waive, to the fullest extent you may legally and effectively do so, (i) any objection which you may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this letter in a New York Court, (ii) the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court, and (iii) the right to object, with respect to such suit, action or proceeding, that such court does not have jurisdiction over you.  You hereby irrevocably consent to service of process in any manner permitted by law.



SECTION B: In addition to the Section A, the following shall apply in the phase when you are considering on an investment in the Transaction:


1.   You are responsible for your own due diligence with respect to PHPHG and the matters covered by the Report.  You will not rely on the Report in connection with any decision to invest in the Bonds or to enter into any other transaction or agreement. AFRY is not responsible for any actions (or lack thereof) taken by you as a result of your receipt or use of the Report.


2.   You hereby release and waive any and all claims or demands you might otherwise have against AFRY, any of our subsidiaries or affiliates or any officer, director, employee, agent or representative of AFRY or any of our subsidiaries or affiliates (collectively, the     "AFRY Parties") resulting from any use (or lack thereof) you might elect to make of the Report and agree that in no event shall any AFRY Party be liable for any Damages (as defined below) of whatsoever nature resulting from your receipt or use of the Report.


3.   You represent and warrant that you are a sophisticated institutional purchaser with such knowledge and expertise in financial and business matters that you are capable of evaluating the merits and risks involved in an investment in the Bonds and are capable of conducting your own due diligence with respect to PHPHG and the matters covered by the Report.  You represent and warrant that you are either an "accredited investor" as defined in Rule 501(a)(3) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) or a “Qualified Institutional Buyer” as defined in Rule 144A promulgated under the Securities Act. 


4.   You hereby irrevocably covenant to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any AFRY Party based upon your receipt or use of the   Report or any matters relating to the Bonds. 


SECTION C: In addition to the Section A, the following shall apply if you invest in the Bonds or by your purchase of the Bonds: 


You may rely upon the contents of the Report, subject to the following provisions:


(i)             We have prepared the Report for the Client on the basis of the purpose, scope, assumptions, qualifications and limitations of liability set out in the Agreement and the Report. The delivery of the Report to you does not make you our client or affect our relationship with the Client; 


(ii)           The Services have been performed by the Consultant in a workmanlike manner at a level of quality consistent with a level provided throughout the Consultant’s industry and the Report has been prepared by the Consultant with the skill, care and diligence reasonably expected of a competent consultant. The Consultant is entitled to rely on reports or information provided by the Client, or by any other third party and the Consultant is not responsible for the correctness of such information;


  1. The Consultant’s maximum aggregate liability towards the Client and You and any other party signing a similar document as this Letter shall in all cases be limited to the Consultant’s fee actually paid to the Consultant for the Services. Such fee is estimated to be 266,989 dollars. The Consultant’s liability pursuant to this Letter, the Agreement, the Report and the Services shall in all cases be limited in all to a total aggregate maximum amount of the fee actually paid to the Consultant for the Services;


(iv)          Notwithstanding any provision contained herein, the Consultant shall in no event have any liability under or in relation to this Letter, the Agreement (including any breach thereof), the Report or the Services for any indirect or consequential damages of any nature whatsoever such as but not limited to damages arising out of or pertaining to loss of use of property, loss of profit or other revenue, interest, loss of product, increased expenses or business interruption, however the same may caused. Furthermore, the Consultant has no liability for damages which are caused by reasons or circumstances not attributable to the Consultant or which are beyond the reasonable control of the Consultant;


(v)           Any claims by You for an alleged negligent act, error or omission by the Consultant in the conduct and execution of the Services shall be presented in writing by You immediately upon discovery. Any such claims of You shall be channelled through the Client to the Consultant. The liability of the Consultant shall in all cases expire six (6) months after completion of the Services. The date of the completion of the Services shall be the date of the Report NB.;


(vi)          The Consultant shall retain sole and exclusive ownership and all intellectual property rights (including but not limited to copyright) of all (a) know-how, computer software, computer programs, drafts, documents, inventions, patents or designs owned by the Consultant which the Consultant may use to provide the Services, and (b) the Report. You shall have a non-transferable, nonexclusive, royalty-free and perpetual license to use the Report developed pursuant to the Agreement for the purpose of evaluating the progress of the Project. The Client and You shall not be entitled, either directly or indirectly, to make use of these documents for any other purposes than those contemplated in this Letter and the Agreement without a separate written agreement with the Consultant; and


(vii)        Pursuant to this Letter the aggregate rights of the Client and You with regard to the Report, will be equal to, and in no case more extensive than the rights and obligations of the Client with regard to the Report prior to the issuance of this Letter.

By entering your information below you indicate your acceptance of and agreement to be bound by these terms.

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