Exhibit 10.35**PURCHASE AND SALE AGREEMENT**THIS PURCHASE AND SALE AGREEMENT (the “**Agreement**”) is entered into as of October 1, 2007, byand between Pure Cycle Corporation, a Delaware corporation (“**Pure Cycle**”), and InternationalProperties, Inc., a Delaware corporation (“**IPI**”).**RECITALS**A. Pursuant to the Comprehensive Amendment Agreement No. 1, dated as of April 11, 1996 (the“**CAA**”), between Pure Cycle and certain investors (including IPI), Pure Cycle is obligated to paysuch investors certain proceeds it receives from the sale of “**Export Water**” (as defined in theCAA).B. IPI is referenced in Section 2.1(g), (n), and (s)(iii) of the CAA and is entitled toreceive “Gross Proceeds” (as defined in the CAA) totaling $150,000, $150,000, and $339,966.50,respectively, under these subsections of the CAA (collectively, the “**IPI Gross Proceeds**”).C. Pure Cycle has offered to purchase from IPI all of its rights to receive payments under theCAA at a discount to the face amount of the IPI Gross Proceeds in consideration of the issuance ofcertain shares of the capital stock of Pure Cycle, and IPI has accepted the offer, on and subjectto the terms set forth herein.**AGREEMENT**In consideration of the mutual promises herein and other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:1. Purchase and Sale of CAA Interest. IPI hereby unconditionally and irrevocablysells, transfers, assigns and conveys to Pure Cycle, and Pure Cycle hereby purchases and acceptsfrom IPI, all of its right, title and interest in and to the CAA, including without limitation:(i) the right of IPI to receive monies and other property or assets due and to become due to IPIpursuant to the CAA (including, without limitation, the IPI Gross Proceeds) and (ii) all rights ofIPI to compel performance and otherwise exercise all remedies thereunder (collectively, the“**Transferred Interest**”). Pure Cycle hereby assumes all of the obligations, liabilities,responsibilities and commitments of IPI under the CAA.2. Purchase Price. In consideration of the sale of the Transferred Interest, PureCycle hereby agrees to issue and deliver 28,889 shares of common stock of Pure Cycle to IPI (the“**PC Shares**”). The PC Shares shall bear the legend restricting transfer set forth in Section 8hereof.3. Effect of Purchase. Upon issuance to IPI of the PC Shares, all rights of IPIrelating in any way to the CAA will be owned by Pure Cycle. Pure Cycle and IPI agree that thisAgreement constitutes an assignment to Pure Cycle of all of IPI’s rights, title and interest in andto the CAA as of the date hereof, and that as of the date hereof IPI shall cease to possess anyrights with respect to the CAA.
 
 

 
4. Representations and Warranties of IPI.(a) Authority. IPI represents that it has all requisite right, power, and authorityto execute, deliver and perform its obligations under this Agreement; this Agreement has been dulyand validly authorized, executed and delivered by IPI; and this Agreement is the valid and bindingobligation of IPI, enforceable against it in accordance with its terms, except as enforceabilitymay be limited by (i) applicable bankruptcy, insolvency, reorganization, arrangement, moratorium,fraudulent conveyance, redemption, reinstatement, and other laws affecting the rights or remediesof creditors generally or (ii) general principles of equity.(b) Ownership. The Transferred Interest represents the entire interest of IPI underthe CAA. IPI owns the Transferred Interest and passes to Pure Cycle good and marketable title tothe Transferred Interest, free and clear of any lien, encumbrance, pledge, option, adverseinterest, charge or assessment of any kind (a “**Lien**”). IPI represents that it has not taken anyaction to sell or otherwise transfer the Transferred Interest, to mortgage, hypothecate orotherwise encumber the Transferred Interest, or to grant any Lien on the incidents of ownership ofthe Transferred Interest, including any right of first offer or other contractual obligation.(c) No Conflicts. IPI represents that the execution, delivery and performance by itof this Agreement does not and will not (i) conflict with, violate, result in a breach of orconstitute a default under any agreement, instrument or obligation to which IPI is a party or bywhich it is bound; (ii) conflict with or violate any order, judgment, decree, statute, rule orregulation applicable to IPI; (iii) result in the creation or imposition of any Lien against orupon the Transferred Interest; or (iv) require any consent, approval or authorization of, or filingwith, any governmental authority or any other third party.(d) Investment Representations. IPI understands that the valuation of interests inthe CAA and the common stock of Pure Cycle is uncertain and that such value derives significantlyfrom future transactions and developments that are largely unknown and unknowable. IPIacknowledges that the consideration being paid hereunder represents the result of an arms’ lengthnegotiation between Pure Cycle and IPI and represents the fair market value of the TransferredInterest. IPI has read and understands the public filings made by Pure Cycle with the U.S.Securities and Exchange Commission (the “**SEC**”). In addition, IPI has been given the opportunity tosolicit from Pure Cycle all information relevant to valuation of rights under the CAA and regardingPure Cycle’s business and operations and has received all the information requested. IPI has madean investigation of the pertinent facts related to Pure Cycle, the PC Shares, and the likelihood ofpayment under the CAA and has reviewed all information regarding Pure Cycle to the extent it deemsnecessary in order to be fully informed with respect thereto. IPI is an “accredited investor”within the meaning of Rule 501 under the Securities Act of 1933, as amended (the “**Securities Act**”),and is knowledgeable and experienced in securities, financial and business matters and intransactions of this nature, and has made its own assessment of the value of the PC Shares and ofits rights under the CAA. IPI is capable of evaluating the merits and risks of this transactionand is able to bear a complete loss of the investment in the PC Shares. IPI understands thatsubsequent events may prove that values of interests in the CAA were higher or lower than thevaluation indicated by the PC Shares paid hereunder.
 
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(e) Restricted Stock. IPI represents that it has been advised and understands thatthe PC Shares have not been registered under the Securities Act or any state securities laws andthat the PC Shares are being issued in reliance upon exemptions from such registrationrequirements. IPI acknowledges that the PC Shares are “restricted securities” as that term isdefined in Rule 144 promulgated by the SEC under the Securities Act and may not be sold ortransferred by IPI unless such PC Shares are subsequently registered under that act and applicablestate securities laws or are transferred pursuant to an exemption from such registrationrequirements.5. Representations and Warranties of Pure Cycle.(a) Authority. Pure Cycle has all corporate right, power, and authority to execute,deliver and perform its obligations under this Agreement. This Agreement has been duly and validlyauthorized, executed and delivered by Pure Cycle. This Agreement is the valid and bindingobligation of Pure Cycle, enforceable against Pure Cycle in accordance with its terms, except asenforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization,arrangement, moratorium, fraudulent conveyance, redemption, reinstatement, and other laws affectingthe rights or remedies of creditors generally or (ii) general principles of equity.(b) No Conflicts. The execution, delivery and performance by Pure Cycle of thisAgreement does not and will not (i) conflict with, violate, result in a breach of or constitute adefault under any agreement, instrument or obligation to which Pure Cycle is a party or by whichPure Cycle is bound; (ii) conflict with or violate any order, judgment, decree, statute, rule orregulation applicable to Pure Cycle; or (iii) except as required by Form 8-K under the Securitiesand Exchange Act of 1934, require any consent, approval or authorization of, or filing with, anygovernmental agency.(c) PC Shares. The PC Shares are duly authorized validly issued, fully paid andnon-assessable.6. Release.(a) IPI Release. IPI, on behalf of itself and its officers, directors, employees,affiliates, and agents, hereby fully and forever releases and discharges Pure Cycle and itsofficers, directors, agents, employees, affiliates, successors and predecessors from any and allclaims, demands, proceedings, causes of actions, orders, obligations, contracts, agreements, debts,guarantees, damages, expenses, costs, attorneys’ fees and liabilities whatsoever, whether known orunknown, suspected or unsuspected, both at law and in equity, which IPI now has, has ever had ormay hereafter have against Pure Cycle in connection with, related to or arising out of (i) IPI’sinterest in the CAA, (ii) the financing transactions pursuant to which IPI acquired its interest inthe CAA and (iii) the business, operations, management, financing, or other matters relating toPure Cycle, provided that this release shall not apply with respect to any claims arising out ofthis Agreement.(b) Pure Cycle Release. Pure Cycle, on behalf of itself and its officers, directors,employees and agents, hereby fully and forever releases and discharges IPI and its partners,officers, agents, employees, affiliates, successors and predecessors from any and all claims,demands, proceedings, causes of actions, orders, obligations, contracts, agreements, debts,guarantees,damages, expenses, costs, attorneys’ fees and liabilities whatsoever, whether known orunknown, suspected or unsuspected, both at law and in equity, which Pure Cycle now has, has everhad or may hereafter have against IPI in connection with, related to or arising out of (i) IPI’sinterest in the CAA and (ii) the financing transactions pursuant to which Pure Cycle entered intothe CAA.
 
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7. Survival. Each of the covenants, representations and warranties of IPI and PureCycle made herein shall survive the delivery of the PC Shares.8. Restrictive Legend. The PC Shares issued hereunder shall bear the following (orsubstantially equivalent) legend on the face or reverse side thereof:“These shares have not been registered under the Securities Act of1933, as amended, or applicable state securities laws, and may notbe sold, transferred or otherwise disposed of unless the same areregistered or unless an exemption from such registration isavailable and Pure Cycle Corporation has received evidence of suchexemption satisfactory to it (which may include, among other things,an option of counsel satisfactory to the corporation).9. Entire Agreement; Amendments; Waivers. This Agreement constitutes the entireagreement of the parties with respect to the subject matter hereof and supersedes all prioragreements and understandings, oral or written, with respect thereto. This Agreement may not bemodified orally, but only by an agreement in writing signed by the party against whom any waiver oramendment may be sought to be enforced. No action taken pursuant to this Agreement and noinvestigation by or on behalf of any party hereto shall be deemed to constitute a waiver by suchparty of compliance with any representation, warranty, covenant or agreement herein. The waiver byany party hereto of any condition or of a breach of another provision of this Agreement shall notbe construed as a waiver of any other condition or subsequent breach. The waiver by any party ofany part of any condition precedent to its obligations under this Agreement shall not preclude itfrom seeking redress for breach of this Agreement other than with respect to the condition waived.10. Binding Effect. This Agreement shall inure to the benefit of and be binding uponthe parties hereto and their respective heirs, legal representatives, successors and permittedassigns.11. Headings and Exhibits. The section, exhibit and other headings in this Agreementare for reference purposes only and shall not affect the meaning or interpretation of thisAgreement.12. Counterparts. For the convenience of the parties hereto, this Agreement may beexecuted in any number of original or facsimile counterparts, each of which, when executed, shallbe deemed to be an original and all of such counterparts together shall be deemed to be one and thesame Agreement.13. Governing Law. This Agreement shall be construed and enforced in accordance withthe laws of the State of Colorado, without giving effect to the principles of conflicts of law ofsuch state.*      *      *