Wm Smith Securities, Incorporated 1700 Lincoln Street, Suite 2545 Denver CO 80203Pure Cycle Corp • July 25th, 2007 • Water supply • Colorado
Pure Cycle Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to certain investors (each an “Investor” and, collectively, the “Investors”), up to 1,200,000 (the “Primary Shares”) of the Company’s common stock, $0.00333 par value per share (the “Common Stock”), and the stockholders of the Company listed on Schedule 1 hereto (the “Selling Stockholders” and each a “Selling Stockholder”) hereby agree, severally but not jointly, to sell an aggregate of up to 1,656,697 shares (the “Secondary Shares” and, collectively with the Primary Shares, the “Shares”). This letter agreement confirms our understanding that the Company and the Selling Stockholders desire to engage Wm Smith Securities, Incorporated and Flagstone Securities, LLC as their exclusive placement agents (the “Placement Agents” and each, a “Placement Agent”) in connection with such issuance and sale of the Shares.
