QIND Quality Industrial Corporation (PK)

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): November 18, 2024

 

Quality Industrial Corp.

(Exact name of registrant as specified in its charter)

 

Nevada		000-56239		35-2675388
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

315 Montgomery Street San Francisco, CA		94104
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (800)-706-0806

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

As previously disclosed, on November 18, 2024, Quality Industrial Corp., a Nevada corporation (the “Company”), Fusion Fuel Green PLC, an Irish public limited company (the “Fusion Fuel”), Ilustrato Pictures International Inc., a Nevada corporation and a stockholder of the Company (“Ilustrato”), and certain other stockholders of the Company (together with Ilustrato, the “Sellers” and the Sellers together with the Company and Fusion Fuel, the “Parties”), entered into a Stock Purchase Agreement, dated as of November 18, 2024 (the “Purchase Agreement”). The Purchase Agreement provided that, at the closing of the transactions contemplated therein (the “Closing”), the Sellers were required to transfer an aggregate of (i) 78,312,334 shares of the Company’s common stock owned by the Sellers and (ii) 20,000 shares of the Company’s Series B Preferred Stock owned by the Sellers, constituting approximately 69.36% of the issued and outstanding capital stock of the Company (the “Sellers’ Shares”) to Fusion Fuel. In exchange, at the Closing, Fusion Fuel was required to issue (a) 3,818,969 Class A ordinary shares and (b) 4,171,327 Series A Convertible Preferred Shares (the “Preferred Shares”) to the Sellers on a pro rata basis (the “Purchaser Shares”), subject to adjustment, with provisions for the Preferred Shares to convert into 41,713,270 Ordinary Shares subject to the approval of Fusion Fuel’s shareholders and Nasdaq listing clearance.

 

On November 26, 2024, the conditions to the Closing were satisfied in all material respects. As a result, the Sellers have delivered all of the necessary documentation to the Company’s transfer agent to effect the transfer of the Sellers’ Shares to Fusion Fuel, and Fusion Fuel instructed its transfer agent to issue its Shares Consideration to the Sellers, in which the Ordinary Shares Consideration will be issued to Ilustrato, and the Preferred Shares Consideration will be issued pro rata to the Sellers, with Ilustrato’s allocation of the Preferred Shares Consideration reduced by the Ordinary Shares Consideration.

 

As contemplated by the Purchase Agreement, following the Closing, the Company will function as a majority-owned operating subsidiary of Fusion Fuel.

 

The Purchase Agreement provides for a post-Closing merger of the Company into a newly formed subsidiary of Fusion Fuel, which would result in the Company becoming a wholly owned subsidiary of Fusion Fuel upon a successful merger closing, which cannot be guaranteed. In addition, at Closing, certain stockholders of the Company and Fusion Fuel agreed to enter into a lock-up agreement (the “Lock-Up Agreement”), whereby the subject stockholders agreed to a lock-up of their respective shares of Fusion Fuel for a period of 6 months following the Closing. The Parties have also agreed to several post-Closing covenants, including, but not limited to, actions related to shareholder meetings and financing arrangements. The Purchase Agreement contains customary representations, warranties, indemnification provisions, and certain unwinding and termination rights.

 

The foregoing description of the Purchase Agreement and Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement and Form of Lock-Up Agreement, copies of which are filed as Exhibit 2.1 and Exhibit 10.1, respectively, to this Current Report on Form 8-K (this “Current Report”). The foregoing description has been included to provide investors and security holders with information regarding the terms of the Purchase Agreement and Lock-Up Agreement and is qualified in its entirety by the terms and conditions of the Purchase Agreement and Lock-Up Agreement. Such description is not intended to provide any other factual information about the Company, Fusion Fuel, the Sellers, or their respective subsidiaries or affiliates. The Purchase Agreement contains representations, warranties, and covenants by each of the Parties, which were made only for purposes of the Purchase Agreement. The representations, warranties, and covenants in the Purchase Agreement were made solely for the benefit of the Parties and may be subject to limitations agreed upon by the Parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the Parties. Investors should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries. Moreover, information concerning the subject matter of the representations, warranties, and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

 

Item 5.01 Changes in Control of Registrant.

 

The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 5.01.

 

Following the Closing, the Company will function as a majority-owned subsidiary of Fusion Fuel. The shareholders of Fusion Fuel and its board of directors shall collectively be able to control the election of the Company’s board of directors, all matters upon which stockholder approval is required and, ultimately, the direction of the Company.

 

Item 7.01 Regulation FD Disclosure.

 

On November 19, 2024, the Company issued a press release to announce the Company’s entry into the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.

 

The information furnished pursuant to this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as expressly set forth by specific reference in such a filing.

 

 

Cautionary Statement Concerning Forward-Looking Statements

 

The press release attached as Exhibit 99.1 hereto and this Current Report contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. Forward-looking statements are not historical facts, and are based upon management’s current expectations, beliefs and projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs and projections are expressed in good faith. Forward-looking statements are based on current expectations and assumptions that, while considered reasonable are inherently uncertain. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. There can be no assurance that management’s expectations, beliefs and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this Current Report. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, various factors beyond management’s control including the Company’s ability to complete its acquisition by, and potential merger with, Fusion Fuel and integrate its business; the ability of the Company, the Sellers and Fusion Fuel to obtain all necessary consents and approvals in connection with the transaction and post-Closing covenants, agreements and obligations; the ability of the Parties to obtain clearance from The Nasdaq Stock Market LLC of an initial listing application in connection with the transaction; the ability of Fusion Fuel to obtain required shareholder approval of the transaction; the outcome of any legal proceedings that may be instituted by or against any of the Company, Fusion Fuel, or the Sellers resulting from the entry into or termination of the Purchase Agreement; our ability or inability to complete potential transactions and provide anticipated value and growth as a result thereof; the risk that any acquisition will disrupt current plans and operations as a result of the announcement and consummation of any such acquisition; the inability to recognize the anticipated benefits of an acquisition, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth, maintain relationships with customers and suppliers and retain key employees; costs related to the transaction; the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors and other risks and uncertainties indicated from time to time; and general economic conditions. Any such forward-looking statements represent management’s estimates as of the date of this Current Report. While the Company may elect to update such forward-looking statements at some point in the future, unless required by law, it disclaims any obligation to do so, even if subsequent events cause its views to change. Thus, no one should assume that the Company’s silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this Current Report. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including, but not limited to, the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at http://www.sec.gov.

 

Item 9.01 Financial Statements and Exhibits. 

 

(d) The following exhibits are being filed herewith:

 

Exhibit No.		Description
2.1*		Stock Purchase Agreement, dated as of November 18, 2024, among Fusion Fuel Green PLC, Quality Industrial Corp., Ilustrato Pictures International Inc., and certain stockholders of Quality Industrial Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed November 19, 2024)
10.1		Form of Lock-Up Agreement, dated November 22, 2024.
99.1		Press Release of Quality Industrial Corp., dated November 19, 2024 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed November 19, 2024)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*

Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedules so furnished.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Quality Industrial Corp.
/s/ John-Paul Backwell
John-Paul Backwell
CEO
Date: November 27, 2024

 

 

3

 

Exhibit 10.1

 

Form of Lock-Up Agreement

 

This LOCK-UP AGREEMENT (this “Agreement”), dated as of November 22, 2024, is entered into by and among (i) Fusion Fuel Green PLC, an Irish public limited company (the “Purchaser”), (ii) certain holders of securities of the Purchaser as set forth on Schedule A hereto (collectively, the “Purchaser Equityholders”), and (iii) the persons designated as equity holders of the Company on Schedule B hereto (collectively, the “Company Equityholders” and together with the Purchaser Equityholders, the “Lock-up Equityholders” and the Lock-up Equityholders, together with Purchaser, the “Parties” and each individually a “Party”). Terms used herein and not defined herein shall have the meaning ascribed to them in the Purchase Agreement (as defined below).

 

WHEREAS, Purchaser, Quality Industrial Corp., a Nevada corporation (the “Company”) and certain other parties, including one or more of the Company Equityholders, have entered into a Stock Purchase Agreement, dated as of November 18, 2024 (the “Purchase Agreement”), providing for, among other things, the purchase of certain shares of Company Common Stock and Company Preferred Stock that represent in the aggregate, 69.36% of the issued and outstanding capital stock of the Company, and in exchange, the Sellers shall receive certain Purchaser Ordinary Shares and Purchaser Preferred Shares (that are convertible in Purchaser Ordinary Shares); and

 

WHEREAS, as a condition to the Closing, the Parties are entering into this Agreement effective as of the Closing.

 

NOW, THEREFORE, in consideration of the promises and of the mutual consents and obligations hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

 

ARTICLE I. RESTRICTIONS ON SHARES; LOCK-UP.

 

Section 1.01 The Parties agree that, (a) for the Company Equityholders, during the period commencing upon the Closing and ending on the date that is 180 days after such date (the “Company Lock-Up Period”), and (b) for the Purchaser Equityholders, during the period commencing upon the Closing and ending on the date that is 180 days after such date (the “Purchaser Lock-Up Period” and together with the Company Lock-Up Period, the “Lock-Up Periods”), the Lock-up Equityholders shall not:

 

(i) Transfer (except as may be specifically required by court order or by operation of law), any Purchaser Ordinary Shares or securities convertible, exchangeable or exercisable into, Purchaser Ordinary Shares beneficially owned or held by such Lock-up Equityholders immediately following the Closing (collectively, the “Lock-Up Securities”), where “Transfer” means offer, sell, contract to sell, lend, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to), or might reasonably be expected to, result in the disposition, whether by actual disposition or effective economic disposition due to cash settlement or otherwise, by the Lock-up Equityholders or any Affiliate thereof or any person in privity with the Lock-up Equityholders or any Affiliate thereof, directly or indirectly;

 

(ii) enter into any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Lock-Up Securities or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Lock-Up Securities;

 

 

(iii) grant any proxies or powers of attorney with respect to any Lock-Up Securities, deposit any Lock-Up Securities into a voting trust, or enter into a voting agreement or similar arrangement or commitment with respect to any Lock-Up Securities or make any public announcement that is in any manner inconsistent with this Article I, except that the foregoing shall not apply to any voting agreement entered into pursuant to Section 6.06(b) of the Purchase Agreement (“Purchase Agreement Voting Agreement”); or

 

(iv) make any offer or enter into any agreement or binding arrangement or commitment providing for any of the foregoing actions in clauses (i) to (iii), or publicly disclose the intention to take any of the foregoing actions, except that the foregoing shall not apply to any Purchase Agreement Voting Agreement.

 

After the completion of the respective Company Lock-Up Period, the Company Equityholders agree not to Transfer any Lock-Up Securities other than pursuant to Rule 144(e) of the Securities Act (the “144 Lock- Up”).

 

Section 1.02 Notwithstanding the restrictions set forth in Section 1.01 above but subject to the proviso at the end of Section 1.02(iv):

 

(i) if the Party is a natural person, the Party may transfer his or her Lock-Up Securities to any natural person related to the Party by blood or adoption who is an immediate family member of the Party, or to a trust for the benefit of the Party or any member of the Party’s immediate family for estate planning purposes, or to the Party’s estate, following the death of the Party, by will, intestacy, or other operation of law, or as a bona fide gift to a charitable organization, or by operation of law pursuant to a qualified domestic order or in connection with a divorce settlement or to any partnership, corporation or limited liability company which is controlled by the undersigned and/or by any such member of the Party’s immediate family;

 

(ii) if the Party is a corporation, partnership or other business entity, the Party may transfer its Lock-Up Securities to another corporation, partnership or other business entity that is an affiliate (as defined under Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the Party or as a distribution or dividend to equity holders (including, without limitation, general or limited partners and members) of the Party (including upon the liquidation and dissolution of the undersigned pursuant to a plan of liquidation approved by the undersigned’s equity holders), or as a bona fide gift to a charitable organization;

 

(iii) if the Party is a trust, the Party may transfer its Lock-Up Securities to any grantors or beneficiaries of the trust;

 

(iv) nothing contained herein will be deemed to restrict the ability of the Party to (A) exercise an option to purchase Purchaser Ordinary Shares, and any related transfer of Purchaser Ordinary Shares to Purchaser for the purpose of paying the exercise price of such options as a result of the exercise of such options; provided, that for the avoidance of doubt, the underlying Purchaser Ordinary Shares shall continue to be subject to the restrictions on transfer set forth in this Agreement until the respective Lock- Up Periods expire and after, if at all, all Lock-Up Securities are disposed of pursuant to Section 1.01; (B) establish a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act for the transfer of Lock-Up Securities; provided, that such plan does not provide for the transfer of Lock-Up Securities during the respective Lock-Up Periods or in violation of the 144 Lock-Up; or (C) transfer its Lock-Up Securities pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of Purchaser’s capital stock involving a change of control of Purchaser, provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Lock-Up Securities shall remain subject to the restrictions contained in this Agreement; and

 

 

(v) provided, that with respect to any transfer or distribution pursuant to Section 1.02, (x) no filing by any party (donor, donee, transferor, transferee, distributor or distributee, as the case may be) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or disposition during the respective Lock-Up Periods (other than (1) any exit filings or public announcements that may be required under applicable federal and state securities laws or (2) in respect of a required filing under the Exchange Act in connection with a transfer pursuant to Section 1.02(ii) above or the exercise of an option to purchase Purchaser Ordinary Shares following such individual’s termination of employment that would otherwise expire during the respective Lock-Up Periods, provided that reasonable notice shall be provided to Purchaser prior to any such filing), and (y) except with respect to Section 1.02(iv)(A), (B) and (C) above, it shall be a condition to the transfer or distribution that the transferee or distributee executes an agreement, in the form of this Agreement, stating that the transferee or distributee is receiving and holding such Lock-Up Securities subject to the provisions of such agreement during the respective Lock-Up Periods.

 

Section 1.03 The following terms shall have the following meanings for purposes of this Agreement:

 

(i) “Business Day” means any day other than a Saturday, a Sunday or a day on which banks in the State of Nevada are authorized or required by applicable law to be closed.

 

(ii) “Person” means an individual, general partnership, limited partnership, limited liability company, association, corporation, trust, estate, or any other entity or organization.

 

(iii) For the avoidance of doubt, “Lock-Up Periods” means the Company Lock-Up Period and the Purchaser Lock-Up Period, as those terms individually and respectively apply to the Company Equityholders and Purchaser Equityholders.

 

ARTICLE II. MISCELLANEOUS.

 

Section 2.01 This Agreement shall terminate immediately and automatically upon the earlier of (i) all Lock-Up Securities having been sold pursuant to Section 1.01 and (ii) if the Purchase Agreement is validly terminated in accordance with its terms, upon the date of such termination.

 

Section 2.02 The Parties hereby represent and warrant that (i) if it is a corporation, partnership, limited liability company or other business entity, it is duly organized and validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (ii) he, she or it has full power and authority to enter into this Agreement, (iii) this Agreement has been duly and validly executed and delivered by the Parties and constitutes the legal, valid and binding obligation of the Parties, enforceable against the Parties in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief and other equitable remedies, and (iv) upon request, he, she or it will execute any additional documents necessary to ensure the validity or enforcement of this Agreement. All authority herein conferred or agreed to be conferred and any obligations of the Parties shall be binding upon the successors, assigns, heirs or personal representatives of the Parties.

 

Section 2.03 Any attempted transfer in violation of this Agreement will be of no effect and null and void, regardless of whether the purported transferee has any actual or constructive knowledge of the transfer restrictions set forth in this Agreement, and will not be recorded on the share register of Purchaser. In order to ensure compliance with the restrictions referred to herein, the Parties agrees that Purchaser and its transfer agent and registrar are hereby authorized to decline to make any such transfer if it would constitute a violation or breach of this Agreement.

 

 

Section 2.04 Any person having rights under any provision of this Agreement shall be entitled to enforce such rights specifically, to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The Parties agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that any Party may in its sole discretion apply to any court of law or equity of competent jurisdiction for, and obtain from any such court, specific performance and/or injunctive relief (without posting any bond or other security) in order to enforce or prevent violation of the provisions of this Agreement and shall not be required to prove irreparable injury to such Party or that such Party does not have an adequate remedy at law with respect to any breach of this Agreement (each of which elements the Parties admit). The Parties further agree and acknowledge that each and every obligation applicable to it contained in this Agreement shall be specifically enforceable against it and hereby waives and agrees not to assert any defenses against an action for specific performance of their respective obligations hereunder. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies available under this Agreement or otherwise.

 

Section 2.05 Except as provided in Section 1.02, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of law or otherwise, by either Party without the prior written consent of the other Party, provided that Purchaser may assign its rights and interests to any of its Affiliates (as defined in the Purchase Agreement). Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and permitted assigns. Any purported assignment not permitted under this Section 2.05 shall be null and void.

 

Section 2.06 If any term or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

 

Section 2.07 Each of the Parties agrees and acknowledges that this Agreement has been negotiated in good faith, at arm’s length, and not by any means prohibited by law.

 

Section 2.08 This Agreement may be executed in counterparts (each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement).

 

Section 2.09 Each of the Parties specifically acknowledges that he, she or it (i) is a knowledgeable, informed, sophisticated Person capable of understanding and evaluating the provisions set forth in this Agreement, (ii) has had the opportunity to review this Agreement with counsel of his, her or its own choosing, (iii) has carefully read and fully understands all of the terms of this Agreement, and (iv) is under no disability or impairment that affects its, his or her decision to sign this Agreement and he, she or it knowingly and voluntarily intends to be legally bound by this Agreement.

 

Section 2.10 All notices and other communications hereunder shall be in writing and shall be deemed to have been duly delivered and received hereunder (i) one Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable international overnight courier service, (ii) upon delivery in the case of delivery by hand, or (iii) on the date delivered in the place of delivery if sent by email or facsimile (with a written or electronic confirmation of delivery) prior to 5:00 p.m. Eastern time, otherwise on the next succeeding Business Day, in each case to the intended recipient notice address as set forth in Section 10.07 of the Purchase Agreement.

 

 

Section 2.11 The Purchaser Equityholders and the Company Equityholders agree and consent to the entry of stop transfer instructions with Purchaser’s transfer agent and registrar against the transfer of Purchaser Ordinary Shares or securities convertible into or exchangeable or exercisable for Purchaser Ordinary Shares held by the stockholder except in compliance with the foregoing restrictions.

 

Section 2.12 This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. In any action or proceeding between any of the Parties arising out of or relating to this Agreement, each of the Parties: (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the federal courts located in the State of New York (collectively with any appellate courts thereof, the “Courts”); (ii) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (i) of this Section 2.12; (iii) waives any objection to laying venue in any such action or proceeding in such Courts; (iv) waives any objection that such Courts are an inconvenient forum or do not have jurisdiction over any Party; (v) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 2.10 of this Agreement; and (vi) irrevocably and unconditionally waives the right to trial by jury. This Agreement, and any certificates, documents, instruments and writings that are delivered pursuant hereto, constitutes the entire agreement and understanding of the Parties in respect of the subject matter hereof and supersedes all prior understandings, agreements or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof.

 

Section 2.13 Nothing herein shall grant to or create in any Person not a Party, or any such Person’s dependents, heirs, successors or assigns any right to any benefits hereunder or any remedies hereunder, and no such Person shall be entitled to sue any Party with respect thereto;

 

Section 2.14 Any amendment, supplement or waiver of this Agreement shall be effective only if in a written instrument executed by each of the Parties.

 

Section 2.15 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by Purchaser and the stockholder by facsimile or electronic transmission in .pdf format shall be sufficient to bind such Parties to the terms and conditions of this Agreement.

 

[Remainder of page intentionally left blank]

 

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.

 

	FUSION FUEL GREEN PLC,
	an Irish public limited company
	By:	/s/ Frederico Figueira de Chaves
	Name:	Frederico Figueira de Chaves
	Title:	CEO

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.

 

	Quality Industrial Corp.
	By:	/s/ John-Paul Backwell
	Name:	John-Paul Backwell
	Title:	CEO

 

[Signature Page to Lock-Up Agreement]

 

 

SCHEDULE A

 

Purchaser Equityholders

 

1.

Frederico Figueira de Chaves

 

2.

Jeffrey Schwarz

 

3.

Theresa Jester

 

4.

Rune Magnus Lundetrae

 

5.

André Antunes

 

6.

Mario Garma

 

7.

Gavin Jones

 

8.

Jaime Silva

 

9.

João Teixeira Wahnon

 

 

	Frederico Figueira de Chaves
	(Name - Please Print)
	/s/ Frederico Figueira de Chaves
	(Signature)

 

 

	Jeffrey Schwarz
	/s/ Jeffrey Schwarz
	Signature

 

 

	Theresa Jester
	/s/ Theresa Jester
	Signature

 

 

	Rune Magnus Lundetrae
	/s/ Rune Magnus Lundetrae
	Signature

 

 

	André Antunes
	/s/ André Antunes
	Signature

 

 

	Mario Garma
	/s/ Mario Garma
	Signature

 

 

	Gavin Jones
	/s/ Gavin Jones
	Signature

 

 

	Jaime Silva
	/s/ Jaime Silva
	Signature

 

 

	João Teixeira Wahnon
	/s/ João Teixeira Wahnon
	Signature

 

 

SCHEDULE B

 

Company Equityholders

 

	1.	Ilustrato Pictures International Inc.

	2.	Nicolas Link

	3.	John-Paul Backwell

	4.	Carsten Kjems Falk

	5.	Krishnan Krishnamoorthy

	6.	Exchange Listing LLC

	7.	Sanjeeb Safir

	8.	Ramus Refer

	9.	Louise Bennett

 

 

	Ilustrato Pictures International Inc. - Nicolas Link
	(Name - Please Print)
	/s/ Nicolas Link
	(Sigature)

 

 

	Nicolas Link
	(Name - Please Print)
	/s/ Nicolas Link
	(Signature)

 

 

	John-Paul Backwell
	(Name - Please Print)
	/s/ John-Paul Backwell
	(Signature)

 

 

	Carsten Kjems Falk
	(Name - Please Print)
	/s/ Carsten Kjems Falk
	(Signature)

 

 

	Krishnan Krishnamoorthy
	(Name - Please Print)
	/s/ Krishnan Krishnamoorthy
	(Signature)

 

 

	Exchange Listing LLC	Peter Goldstein
	(Name - Please Print)
	/s/ Peter Goldstein
	(Signature)

 

 

	Sanjeeb Safir
	(Name - Please Print)
	/s/ Sanjeeb Safir
	(Signature)

 

 

	Rasmus Refer
	(Name - Please Print)
	/s/ Rasmus Refer
	(Signature)

 

 

	Louise Bennett
	(Name - Please Print)
	/s/ Louise Bennett
	(Signature)

 

 

v3.24.3

Cover	Nov. 18, 2024
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	Amendment No. 1 to Form 8-K
Document Period End Date	Nov. 18, 2024
Entity File Number	000-56239
Entity Registrant Name	Quality Industrial Corp.
Entity Central Index Key	0001393781
Entity Tax Identification Number	35-2675388
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	315 Montgomery Street
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94104
City Area Code	800
Local Phone Number	706-0806
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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