true
Amendment No. 1 to Form 8-K
0001393781
0001393781
2024-11-18
2024-11-18
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 |
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000-56239 |
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35-2675388 |
(State or other
jurisdiction
of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer
Identification No.) |
315 Montgomery Street
San Francisco, CA |
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94104 |
(Address of principal executive offices) |
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(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) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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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* |
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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 |
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Form of Lock-Up Agreement, dated November 22, 2024. |
99.1 |
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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. |
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/s/ John-Paul Backwell |
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John-Paul Backwell |
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CEO |
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Date: November 27, 2024 |
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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 |
|
|
|
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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. |
|
|
|
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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 |
|
Frederico
Figueira de Chaves |
|
(Name - Please Print) |
|
|
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/s/ Frederico
Figueira de Chaves |
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(Signature) |
|
Jeffrey
Schwarz |
|
|
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/s/ Jeffrey
Schwarz |
|
Signature |
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Theresa
Jester |
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|
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/s/ Theresa
Jester |
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Signature |
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Rune
Magnus Lundetrae |
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|
|
/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. |
| | |
| 5. | Krishnan Krishnamoorthy |
| | |
|
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) |
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