On April 1, 2022, David King (“Mr. King”), the sole member and Chairman of the Board of Directors (the “Board”) and Chief Executive Officer of Water Now, Inc. (the “Company”) entered into an executive transition agreement (the “Executive Transition Agreement”) with Gary Westerlage (“Mr. Westerlage”). Pursuant to the Executive Transition Agreement, among other matters, Mr. King agreed to resign from the Board and from his position as Chief Executive Officer of the Company. Other terms of the Executive Transition Agreement are described below.

Pursuant to the Executive Transition Agreement, the Company entered into a separation and release agreement (the “Separation Agreement”, attached to the Executive Transition Agreement as Exhibit 3) with Mr. King. Pursuant to the Separation Agreement and pursuant to written resignation delivered to Mr. Westerlage on April 1, 2022, Mr. King resigned from his position as Chairman of the Board, his position as a member of the Board, and his position as Chief Executive Officer of the Company, effective April 1, 2022. Pursuant to the Written Consent Appointing Westerlage, the Board increased the size of the Board to two members and appointed Mr. Westerlage to the Board.

Mr. King, acting on behalf of the Board, then appointed Mr. Westerlage as Chief Executive Officer.