RigMax H20, LLC entered into a letter of intend to acquire substantially all assets of Water Now, Inc. (OTCPK:WTNW) for $30 million on June 2, 2020. RigMax H20, LLC entered into a definitive agreement to acquire substantially all assets of Water Now, Inc. on July 31, 2020. The consideration will be paid in cash and is subject to certain adjustments and credits. In case of termination, Water Now will be required to pay to RigMax a termination fee equal to (a) all amounts provided to the Water Now as deposits (including but not limited to an aggregate of $0.725 million previously provided to Water Now); plus (b) the sum of $3 million. RigMax plans to offer to employ certain specified employees of Water Now following the closing. The transaction is subject to receipt of approval of shareholder of Water Now; completion of a financial, technical and legal due diligence investigation; delivery of a fully executed escrow agreement; obtaining all third party consents; all of the key business employee shall continue to be employed by one of the sellers as of the closing date, or are under contract to one of the sellers on substantially the same terms as on the effective date and each shall have executed a similar contractual arrangement, satisfactory to RigMax H20 for continuation of services with RigMax H20 after the closing; approval by RigMax H20’s board; and other mandated regulatory approvals. A special meeting of the shareholders of Water Now, Inc. is schedule to be held on September 30, 2020 to approve the transaction and to approve an amendment to the Certificate of Formation of the Water Now, Inc. to change its name to WTNW, Inc., or such other name approved by the sole director of the Company, following, and conditioned upon, the closing of the Asset Sale, approval of Plan of Liquidation Proposal, Advisory Vote on Transaction Related Compensation and approval of Proposal to Adjourn or Postpone the Special Meeting. As of October 26, 2020, the consideration for the asset sale is $30 million, less (a) the amount of deposits paid by RigMax in advance of the closing, which as of October 26, 2020 totaled $0.725 million, and (b) the amount of $1 million set aside to cover Indemnifiable costs. As of October 26, 2020, Director of Water Now, Inc. has approved the asset purchase agreement and recommends that shareholders vote FOR the approval of the asset sale. The transaction will close on or before October 31, 2020. As of September 29, 2020 the transaction is targeted to close on the date of the special meeting of shareholders to be held on November 25, 2020. Water Now The use of proceeds will be used to (i) pay off our transaction costs and related expenses; (ii) make the Transaction Related payments; (iii) pay off all of our existing debt; and (iv) make other adequate provision for the discharge of the Water Now, Inc.’s liabilities and obligations. It is anticipated that a significant portion of the remaining balance of the sale proceeds plus our cash on hand, after making adequate provision for the discharge of the Water Now, Inc.’s liabilities and obligations, will be used to make a liquidating dividend payment to our shareholders. Joseph L. Page of Selman Munson & Lerner, P.C. acted as legal advisor for RigMax H20. George L. Diamond of Gray Reed & McGraw, P.C. acted as legal advisor for Water Now, Inc. Commerce Street acted as Fairness Opinion Provider to Water Now, Inc. and received $0.025 million fee for its service. RigMax H20, LLC cancelled the acquisition of substantially all assets of Water Now, Inc. (OTCPK:WTNW) on November 24, 2020. Water Now has been advised that RigMax H20, LLC is currently unable to fund the purchase price and Water Now has in turn exercised its right to unilaterally terminate the agreement.