ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed
with the Commission by Pure Cycle and are hereby incorporated by this reference in this registration statement, excluding any disclosures
therein that have been furnished and not filed:
(a) The Company’s Annual Report
on Form 10-K for the fiscal year ended August 31, 2013, filed with the Commission on November 27, 2013;
(b) The Company’s Quarterly
Report on Form 10-Q for the quarter ended November 30, 2013, filed with the Commission on January 10, 2014;
(c) The Company’s Quarterly
Report on Form 10-Q for the quarter ended February 28, 2013, filed with the Commission on April 11, 2014;
(d) The Company’s Current Reports
on Form 8-K, filed with the Commission on January 21, 2014, February 19, 2014, March 20, 2014 and April 7,
2014;
(e) The Company’s Definitive
Proxy Statement on Schedule 14A, filed with the Commission on December 6, 2013;
(f) The Company’s Registration
Statement on Form 8-A, declared effective by the Commission on March 31, 1982, which contains a description of the Company’s
capital stock; and
(g) the Company’s Registration
Statement on Form S-3, declared effective by the Commission on August 8, 2013, which updates the description of the Company’s
capital stock.
All other documents filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
subsequent to the date of this registration statement and prior to the filing of a post-effective amendment to this registration
statement indicating that all securities offered under the registration statement have been sold, or deregistering all securities
then remaining unsold, shall be deemed to be incorporated by reference herein and shall be a part hereof from the respective dates
of filing such documents (other than any portions of such documents that are deemed furnished under applicable Commission rules
rather than filed).
Any statement contained in a document
incorporated, or deemed to be incorporated, by reference herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in any other subsequently filed document that also is
or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.