OTC: QIND

●
Installation
and commissioning of LPG, propane, and synthetic natural gas-compatible systems

●
Pressure-reducing
and distribution stations

●
Gas
leak detection systems

●
LPG
metering stations

●
Vaporizer
systems

●
Deluge
and sprinkler systems, along with other gas safety systems

Al
Shola Gas specializes in the design, implementation, and maintenance of various LPG pipeline networks for commercial and industrial clients.
We comply with Dubai Civil Defense regulations and international safety standards, offering warranty and safety certification as mandated
by relevant regulations.

LPG
Distribution – Cylinders

Al
Shola Gas maintains an extensive LPG cylinder distribution network in Dubai, supported by a fleet of delivery trucks. Our centralized
call center, along with a dedicated administrative team, allows it to distribute over 20,000 LPG cylinders each month.

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LPG
Distribution – Bulk Gas

Al
Shola Gas is an approved supplier of bulk LPG, sourcing from the Emirates General Petroleum Corporation. We distribute more than 500,000
liters of bulk LPG each month. Our fleet consists of two 18,000-liter capacity trucks and one 25,000-liter capacity truck to support
our bulk LPG supply operations.

Customers
and Markets

Al
Shola Gas serves residential, mixed-use, commercial, and selected industrial customers across the United Arab Emirates (“UAE”),
with a core focus on Dubai and an active expansion program into the northern emirates of Sharjah, Ras Al Khaimah, Fujairah, Ajman, and
Umm Al Quwain. Demand is driven by sustained real estate development and population growth, which translate into new central LPG system
installations and recurring utility operations and bulk LPG supply. During 2025, Al Shola Gas secured numerous engineering and utility
awards, including large multi-tower residential developments and mixed-use properties, and continued to add recurring customers through
long-term utility service arrangements.

The
customer base includes property developers, owners’ associations, and facilities managers for high-density residential complexes,
as well as food and beverage outlets and retail tenants that require metered LPG supply. In addition to one-time engineering and installation
revenue, the business generates recurring revenue from (i) metered LPG utility services after project handover, (ii) bulk LPG deliveries,
and (iii) project operations and maintenance.

Competition

Al
Shola Gas’s competitors are primarily UAE-based companies that specialize in gas distribution systems, such as Royal Development
for Gas Works, Al Fanar Gas, and Lahej & Sultan.

Intellectual
Property

Al
Shola Gas does not possess registered intellectual property rights. Its intellectual property lies in its specific design and engineering
processes, personnel, capabilities, compliance, and certifications, which have established it as a trusted service provider and supplier
in its region. Al Shola Gas holds the ISO 9001 Quality Management System certification.

Laws
and Regulations

LPG
distribution and engineering service providers in Dubai are primarily regulated by the Dubai Municipality and Dubai Civil Defense, which
enforce strict safety, storage, and transportation requirements in accordance with local laws. Licensing for LPG distributors and engineering
firms necessitates compliance with technical standards, environmental guidelines, and periodic safety inspections. Across the broader
Middle East, regulations vary by country but generally adhere to international safety standards, such as those set by the International
Organization for Standardization (ISO). Gulf Cooperation Council countries, including Saudi Arabia, Qatar, and Oman, impose stringent
controls on the importation, storage, and sale of LPG, with regulatory oversight from national energy and safety authorities.

Corporate
History of Quality Industrial Inc.

Background

QIND
was incorporated in the state of Nevada on May 4, 1998. In October 2011, the Company’s name was changed to Bluestar Technologies,
Inc. In March 2018, the Company’s name was changed to Wikisoft Corp. On May 28, 2022, Ilustrato Pictures International Inc., a
Nevada corporation, a stockholder of the Company (“Illustrato”), acquired 77.4% of the outstanding shares of QIND. In connection
with Ilustrato’s acquisition of QIND, QIND’s name was changed from Wikisoft Corp. to Quality Industrial Corp. by way of a
short-form merger with QIND’s wholly-owned subsidiary, Quality Industrial Corp. Since August 4, 2022, OTC Markets Group Inc. has
provided quotation services for QIND’s common stock under the ticker symbol “QIND”.

7

Acquisition of Majority of Equity Interests in Al Shola Al Modea Gas
Distribution L.L.C. by Quality Industrial Corp.

On
March 27, 2024, QIND entered into a Share Purchase Agreement, dated as of March 27, 2024, between QIND and Al Shola Gas (the “ASG
Purchase Agreement”), to acquire a 51% interest in Al Shola Gas. The closing of the transaction occurred with the execution of
the ASG Purchase Agreement. On April 8, 2025, QIND entered into an Amendment Agreement in respect of the Share Purchase Agreement, dated
as of April 8, 2025, among QIND, Al Shola Gas, Safir Ahammed (“Ahammed”), and Mohamed Hilal Saeed Muroushad Almheiri (“Almheiri”).
As amended, the ASG Purchase Agreement provided that Sanjeeb Safir (“Safir”), Ahammed, and Almheiri (together with Safir
and Ahammed, the “ASG Sellers”) will transfer 153 of the 300 outstanding shares of Al Shola Gas to QIND at the closing of
the transaction pursuant to the ASG Purchase Agreement for a purchase price of $10,000,000, to be paid by QIND to the ASG Sellers, as
follows: (1) $9 million will be paid in the form of national exchange-listed stock or cash, in eight quarterly tranches over a period
of 24 months, beginning from the first quarter following QIND’s uplist to a national exchange, as follows: (a) $3,600,000 of the
cash or stock will be paid to Safir; (b) $3,600,000 of the cash or stock will be paid to Ahammed; and (c) $1,800,000 of the cash or stock
will be paid to Almheiri, with the value of any stock issued protected by make whole agreement(s), and with each tranche subject to a
12-month leak-out agreement; and (2) $1 million cash will be paid within 12 months of the closing and at the soonest possible time, as
follows: (a) $400,000 will be paid to Safir; (b) $400,000 will be paid to Ahammed; and (c) $400,000 will be paid to Almheiri. As amended,
the ASG Purchase Agreement provides that the Sellers confirm receipt of $200,000 from QIND during the first quarter of 2025, and that
amount will be deducted from the purchase price.

Pursuant
to the terms of the ASG Purchase Agreement, QIND will elect two non-paid directors of Al Shola Gas, including Chairman of the Board,
and one non-paid director of Al Shola Gas will be elected by the other Al Shola Gas shareholders. QIND obtained immediate control of
Al Shola Gas upon execution of the ASG Purchase Agreement. Full operational control of Al Shola Gas will be retained by existing management
unless the board of directors designated under the ASG Purchase Agreement determines otherwise due to a breach of the ASG Purchase Agreement,
ongoing poor performance, or if structural changes are recommended in line with the laws governed by the ASG Purchase Agreement which
will be decided and approved by the board of directors designated under the ASG Purchase Agreement. Al Shola Gas will make payment along
with interest, if any, to the Company from revenue proceeds before disbursement of dividends in four yearly equal installments, starting
in 2025. The Company will have the right but not the obligation to purchase the remaining 49% of Al Shola Gas’s shares for a two-year
period from the closing date at an amount prorated to the purchase price. The board of directors of Al Shola Gas will determine a mutually
agreed management fee to be paid to the Company for services.

Acquisition of Majority of Equity Interests in
Quality Industrial Corp. by Fusion Fuel Green PLC

On
November 18, 2024, QIND, Fusion Fuel Green PLC (“Fusion Fuel”), an Irish public limited company, Illustrato, and certain
other stockholders of the Company (together with Ilustrato, the “QIND Sellers”), entered into a Stock Purchase
Agreement, dated as of November 18, 2024 (the “Fusion Fuel Acquisition Agreement”). Pursuant
to the Fusion Fuel Acquisition Agreement, the QIND Sellers agreed to sell an aggregate of 78,312,334 shares of common stock
and 20,000 shares of Series B Convertible Preferred Stock, par value $0.001 per share (“Series B Preferred Stock”), of
the Company, constituting approximately 69.36% of the issued and outstanding capital stock of QIND, to Fusion Fuel (the “QIND
Sellers’ Shares”). In exchange, Fusion Fuel was required to issue 109,114 Class A ordinary shares with a nominal value
of $0.0035 each (“Class A Ordinary Shares”), constituting 19.99% of the issued and outstanding Class A Ordinary Shares
on the date of the Fusion Fuel Acquisition Agreement (the “Ordinary Shares Consideration”), and an aggregate of
4,171,327 Series A Convertible Preferred Shares with a nominal value of $0.0001 each (“Series A Preferred Shares” and
together with the Ordinary Shares Consideration, the “Fusion Fuel Shares Consideration”)), to the QIND Sellers. The
Fusion Fuel Acquisition Agreement provided that, subject to the satisfaction or waiver of the conditions set forth in the Fusion
Fuel Acquisition Agreement, the Company was required to consummate the transactions (the “Fusion Fuel Acquisition
Transactions”) contemplated by the Fusion Fuel Acquisition Agreement at the date (the “Fusion Fuel Acquisition Closing
Date”) of the closing of the Fusion Fuel Acquisition Transactions (the “Fusion Fuel Acquisition
Closing”).

The
conditions to the Fusion Fuel Acquisition Closing included, among other things, the written resignation of Frederico Figueira de Chaves
as Chief Executive Officer of Fusion Fuel effective as of the Fusion Fuel Acquisition Closing Date, and the appointment of John-Paul
Backwell, the Chief Executive Officer of QIND, as the Chief Executive Officer of Fusion Fuel effective as of the Fusion Fuel Acquisition
Closing Date. In addition, Fusion Fuel, QIND, and each director and officer of Fusion Fuel that held equity securities in Fusion Fuel
(collectively, the “Fusion Fuel Equityholders”) and each of the QIND Sellers were required to enter into a lock-up agreement
which provided that the Fusion Fuel Equityholders and the QIND Sellers were each prohibited from transferring, entering into short sales,
granting proxies or powers of attorney, or offering or agreeing to do any of the foregoing during the 180-day period beginning on the
Fusion Fuel Acquisition Closing Date, subject to certain exceptions.

On
November 26, 2024, the conditions to the Fusion Fuel Acquisition Closing were satisfied in all material respects, and therefore is considered
to be the Fusion Fuel Acquisition Closing Date. On that date, Fusion Fuel instructed its transfer agent to issue the Fusion Fuel Shares
Consideration to the QIND Sellers. The Ordinary Shares Consideration was subsequently issued to Ilustrato, and the Series A Preferred
Shares were subsequently issued pro-rata to the QIND Sellers, with Ilustrato’s allocation of the Series A Preferred Shares reduced
by the Ordinary Shares Consideration. On November 26, 2024, the QIND Sellers delivered to QIND’s transfer agent all of the necessary
documentation to effect the transfer of the QIND Sellers’ Shares to Fusion Fuel, which were subsequently transferred to the Company.
As of December 1, 2024, Fusion Fuel had gained effective control over QIND’s operations.

The
Series A Preferred Shares were issued pursuant to a Certificate of Designation of Preferences, Benefits and Limitations of Series A Convertible
Preferred Shares, which was filed with the Companies Registration Office of Ireland on December 13, 2024 (the “Series A Certificate
of Designation”). Pursuant to the Series A Certificate of Designation, the Series A Preferred Shares rank on parity with the Class
A Ordinary Shares as to distributions of assets upon liquidation. The Series A Preferred Shares will have no voting rights except as
required by the Irish Companies Act and with respect to amendments to the Series A Certificate of Designation or the constitution of
Fusion Fuel that adversely affect the terms of the Series A Preferred Shares. On the later of the date of the approval of Fusion Fuel’s
issuance of the underlying Class A Ordinary Shares by Fusion Fuel’s shareholders in accordance with applicable Irish law (the “Series
A Conversion Shareholder Approval”) or the clearance of the initial listing application filed by the Company with The Nasdaq Stock
Market LLC (“Nasdaq”), the Series A Preferred Shares will automatically convert into a certain number of Class A Ordinary
Shares (the “Series A Preferred Shares Conversion”). If the Series A Conversion Shareholder Approval is not obtained at the
Shareholders Meeting (as defined below) by the Extended Meeting Deadline (as defined below), Fusion Fuel will, subject to applicable
law, be required to repurchase all of the outstanding Series A Preferred Shares held by each of the QIND Sellers.

8

Pursuant
to the Fusion Fuel Acquisition Agreement, following the Fusion Fuel Acquisition Closing Date, Fusion Fuel, QIND, and the QIND Sellers
will enter into an agreement and plan of merger (the “Fusion Fuel/QIND Merger Agreement”). The Fusion Fuel Acquisition Agreement
states that the parties intend that after the Fusion Fuel Acquisition Closing, subject to the terms of the Fusion Fuel/QIND Merger Agreement
and the receipt of any necessary shareholder, regulatory, and Nasdaq consents or approvals, QIND will merge into a newly-formed, wholly-owned
Nevada subsidiary of Fusion Fuel (the “QIND/Fusion Fuel Merger”). Upon completion of the QIND/Fusion Fuel Merger, QIND will
become the surviving entity and a wholly owned subsidiary of Fusion Fuel.

In
addition, in connection with the Fusion Fuel Acquisition Agreement, the board of directors of Fusion Fuel approved resolutions that:
(i) approved the Fusion Fuel Acquisition Agreement, the Series A Certificate of Designation, the Fusion Fuel Acquisition Transactions,
and the QIND/Fusion Fuel Merger; (ii) approved the payment of the Fusion Fuel Shares Consideration, (iii) directed that the issuance
of the Class A Ordinary Shares underlying the Series A Preferred Shares pursuant to the Series A Preferred Shares Conversion, the amendment
and restatement of the constitution of Fusion Fuel, including the change of the name of Fusion Fuel to such name as shall be designated
by the QIND Sellers (the “Amended Fusion Fuel Charter”), and the election of the New Directors (as defined below) be submitted
for consideration at the Shareholders Meeting, and (iv) recommended to the shareholders of Fusion Fuel that they approve the Series A
Preferred Shares Conversion, the Amended Fusion Fuel Charter, and the election of the New Directors (the “Board Recommendation”).

The
Fusion Fuel Acquisition Agreement provides that the following covenants will apply:

● Within
ten days of the date of the Fusion Fuel Acquisition Agreement, Fusion Fuel will cause its
officers and directors who hold shares or convertible securities of Fusion Fuel (the “Fusion
Fuel Insiders”) to execute a voting agreement.

● After
the date of the Fusion Fuel Acquisition Agreement, Fusion Fuel will use commercially reasonable
efforts to raise at least $5,000,000 in one or more financing transactions (the “Fusion
Fuel Financings”). QIND and the QIND Sellers are required to support and assist Fusion
Fuel in connection with the Fusion Fuel Financings. 50% of the proceeds from the Fusion Fuel
Financings will be set aside and made available expressly for QIND to use for its working
capital and corporate needs and the remaining 50% of such funds will be set aside and made
available expressly for the businesses of Fusion Fuel existing immediately prior to the Fusion
Fuel Acquisition Closing to use for its working capital and corporate needs. To split the
net proceeds of the Fusion Fuel Financings as described above, Fusion Fuel will make loans
of one-half of the net proceeds (or such lesser amount as agreed to by the parties to the
Fusion Fuel Acquisition Agreement) to QIND. Such loans will be (i) forgiven upon the Series
A Preferred Shares Conversion, or (ii) repaid if the Fusion Fuel Acquisition Transactions
are unwound in accordance with the Fusion Fuel Acquisition Agreement. Fusion Fuel and QIND
are required to cooperate to structure such allocation of proceeds and the use of such proceeds
on a mutually agreeable basis. Fusion Fuel will utilize its portion of the net proceeds of
the Fusion Fuel Financings to pay off any indebtedness for borrowed money, accounts payable
and other liabilities.

● Any
proceeds received by Fusion Fuel in connection with the Subscription Agreement, dated as
of August 28, 2024, between Fusion Fuel and the investor signatory thereto (the “August
2024 Subscription Agreement”), must be used to repay certain funds that were received
by certain subsidiaries of Fusion Fuel or entities organized under Portuguese law by Fusion
Fuel, up to the lesser of (a) the amount of such funds that must be repaid pursuant to the
terms and conditions for the receipt of such funds, or (b) €10 million. In the event
that (i) any shares or securities of Fusion Fuel are issued in connection with the August
2024 Subscription Agreement prior to the effectiveness of the QIND/Fusion Fuel Merger, (ii)
the proceeds are used to repay certain funds that were received by certain subsidiaries of
Fusion Fuel or entities organized under Portuguese law by Fusion Fuel, and (iii) the satisfaction
of the terms and conditions for the consummation of the QIND/Fusion Fuel Merger pursuant
to the Fusion Fuel Acquisition Agreement and the Fusion Fuel/QIND Merger Agreement, then,
within three business days of the QIND/Fusion Fuel Merger, Fusion Fuel will issue a number
of Class A Ordinary Shares to the QIND Sellers that will cause their percentage ownership
of Fusion Fuel to be the percentage that the QIND Sellers would have owned but for the occurrence
of any such issuances in connection with the August 2024 Subscription Agreement as to which
the proceeds were used to repay the funds.

9

● From
the date of the Fusion Fuel Acquisition Agreement through the period ending on the earlier
of (i) the Series A Preferred Shares Conversion, (ii) the repurchase of the Fusion Fuel Shares
Consideration from the QIND Sellers in exchange for the QIND Sellers’ Shares, and (iii)
the termination of the Fusion Fuel Acquisition Agreement (the “Restricted Period”),
Fusion Fuel will not sell, transfer, or otherwise encumber the QIND Sellers’ Shares
acquired under the Fusion Fuel Acquisition Agreement without the prior written consent from
the QIND Sellers. In addition, during the Restricted Period, Fusion Fuel will not, without
the written consent of QIND, which may not be unreasonably withheld, and QIND will not, without
the written consent of Fusion Fuel, which may not be unreasonably withheld, among other things:
(i) Declare any dividends; (ii) adjust, split, combine, reclassify, redeem, purchase, acquire,
issue (other than pursuant to the exercise or conversion of convertible securities outstanding
on the date of the Fusion Fuel Acquisition Agreement), or enter into any contract with respect
to the sale, voting, registration, or repurchase of capital stock; (iii) incur more than
a certain amount and/or type of indebtedness; (iv) sell any assets; (v) acquire material
assets, properties, or business organizations; (vi) enter into certain types of contracts;
(vii) make certain loans; (viii) commence, settle, or take certain other actions with respect
to legal actions pending before any governmental or regulatory body; (ix) enter into transactions
with any affiliate or shareholder that would reasonably be expected to materially delay or
prevent the consummation of the Fusion Fuel Acquisition Transactions or the QIND/Fusion Fuel
Merger or that would be required to be described under Item 404 of Regulation S-K of the
Securities and Exchange Commission (the “SEC”) in Fusion Fuel or QIND’s
SEC filings; or (x) increase or extend the compensation of any employees, directors, or officers
or take certain other actions with respect to employees of Fusion Fuel or QIND.

● As
soon as practicable after the date of the Fusion Fuel Acquisition Agreement, and in any case
no less than six weeks prior to the Shareholders Meeting, Fusion Fuel will file an initial
listing application with Nasdaq. Fusion Fuel, the QIND Sellers and QIND are required to use
their commercially reasonable efforts to respond to any questions or comments of the staff
of Nasdaq.

● Fusion
Fuel will deliver the certificates representing the QIND Sellers’ Shares to a third-party
agent on terms and conditions to be mutually agreed upon by the parties to the Fusion Fuel
Acquisition Agreement to hold in escrow until the expiration of the Restricted Period such
that (i) if the Series A Conversion Shareholder Approval is not obtained, then such certificates
will be delivered to the QIND Sellers, and (ii) upon occurrence of the Series A Conversion
Shareholder Approval, such certificates will be delivered to Fusion Fuel.

● Fusion
Fuel will be required to take all steps necessary to cause the Class A Ordinary Shares issued
to the QIND Sellers in connection with the Fusion Fuel Acquisition Transactions to be approved
for listing (subject to notice of issuance) on Nasdaq at or after the Fusion Fuel Acquisition
Closing pursuant to Nasdaq rules and regulations.

● Fusion
Fuel, QIND, and the QIND Sellers will enter into the Fusion Fuel/QIND Merger Agreement.

● As
promptly as practicable following the Fusion Fuel Acquisition Closing Date and the execution
and delivery of the Fusion Fuel/QIND Merger Agreement, and after reasonable consultation
with QIND, Fusion Fuel will duly call, convene and hold a special meeting of the holders
of the Class A Ordinary Shares (the “Shareholders Meeting”), to be held on a
date (the “Initial Meeting Deadline”) no later than 45 days after the effective
date (the “Registration Statement Effective Date”) of a registration statement
on Form F-4 or such other applicable form (the “Registration Statement”) to be
filed with the SEC, unless otherwise required by applicable laws, in accordance with Irish
law, including the Irish Companies Act, and Fusion Fuel’s organizational documents.
As promptly as practicable after the mailing of a proxy statement/prospectus relating to
the matters to be submitted to the shareholders of Fusion Fuel at the Shareholders Meeting
(the “Proxy Statement”), Fusion Fuel will solicit proxies from the holders of
Class A Ordinary Shares to vote in accordance with the recommendation of Fusion Fuel’s
board of directors with respect to (i) the Series A Preferred Shares Conversion in compliance
with all applicable laws and regulations, including, but not limited to, Irish law, including
the Irish Companies Act, and the rules and regulations of Nasdaq, (ii) the Amended Fusion
Fuel Charter, (iii) the election of the New Directors, (iv) if the parties to the Fusion
Fuel Acquisition Agreement determine that approval of the QIND/Fusion Fuel Merger by Fusion
Fuel’s shareholders is required, the QIND/Fusion Fuel Merger, (v) approval to opt out
of Rule 9 of the Irish Takeover Rules, (vi) the adjournment of such meeting in accordance
with the terms and conditions of the Fusion Fuel Acquisition Agreement, and (vii) any other
proposal or proposals that Fusion Fuel reasonably deems necessary or desirable to consummate
the Fusion Fuel Acquisition Transactions and the QIND/Fusion Fuel Merger. Fusion Fuel will
be required to use its best efforts to obtain the Series A Conversion Shareholder Approval
by the c, including, without limitation, by causing (x) Fusion Fuel’s board of directors
not to withdraw the Board Recommendation, (y) the Fusion Fuel Insiders to be present at the
Shareholders Meeting for quorum purposes, and (z) the Fusion Fuel Insiders to vote their
respective Class A Ordinary Shares in accordance with the Board Recommendation. The Fusion
Fuel Acquisition Agreement provides that Fusion Fuel may postpone or adjourn the Shareholders
Meeting: (A) with the consent of QIND; (B) for the absence of a quorum (other than due to
the failure of Fusion Fuel Insiders); or (C) to allow reasonable additional time (not to
exceed 20 days) for the filing and distribution of any supplemental or amended disclosure
with respect to the Fusion Fuel Acquisition Transactions or the QIND/Fusion Fuel Merger that
Fusion Fuel’s board of directors has determined in good faith (after consultation with
its outside legal counsel) is necessary under applicable laws and for such supplemental or
amended disclosure to be disseminated to and reviewed by Fusion Fuel’s shareholders
prior to the Shareholders Meeting. Prior to the mailing of the Registration Statement, Fusion
Fuel will be entitled to engage a proxy solicitor that is reasonably satisfactory to QIND
and the QIND Sellers, and Fusion Fuel will keep QIND and the QIND Sellers reasonably informed
regarding its solicitation efforts and proxy tallies following the mailing of the Proxy Statement.
In connection with the above, Fusion Fuel’s board of directors will be required to
take all necessary action to ensure that the restrictions on business combinations that are
provided for in the Irish Companies Act, and any other similar law applicable to Fusion Fuel,
will not apply to the Fusion Fuel Acquisition Agreement, the Fusion Fuel Acquisition Transactions,
and the QIND/Fusion Fuel Merger, including by approving the Fusion Fuel Acquisition Agreement
and certain related agreements, documents and certificates to which Fusion Fuel is or will
be a party.

10

● If,
despite Fusion Fuel’s reasonable best efforts, the Series A Conversion Shareholder
Approval is not obtained by the Initial Meeting Deadline, Fusion Fuel will be required, during
the period beginning on the Initial Meeting Deadline and continuing for 180 days thereafter
(the “Extended Meeting Deadline”), cause one or more additional shareholder meetings
to be held so as to obtain the Series A Conversion Shareholder Approval.

● Each
of Fusion Fuel and QIND must take all necessary actions so that, immediately upon adjournment
of the Shareholders Meeting or additional shareholders meeting held prior to the Extended
Meeting Deadline at which the Series A Conversion Shareholder Approval is obtained, Fusion
Fuel’s board of directors will be comprised of: (w) one individual as designated by
Fusion Fuel and who shall be designated in writing pursuant to the Fusion Fuel/QIND Merger
Agreement; (x) one individual as designated by QIND and who shall be designated in writing
pursuant to the Fusion Fuel/QIND Merger Agreement; (y) two individuals that qualify as “independent”
under the Nasdaq rules as designated by QIND and who shall be designated in writing under
the Fusion Fuel/QIND Merger Agreement; and (z) one individual that qualifies as “independent”
under the Nasdaq rules as designated jointly by Fusion Fuel and QIND and who is designated
in writing under the Fusion Fuel/QIND Merger Agreement, provided that a majority of these
designees must qualify as an “independent director” under Nasdaq rules and regulations
(collectively, the “New Directors”).

● Within
three business days of obtaining the Series A Conversion Shareholder Approval, Fusion Fuel
will file the Amended Fusion Fuel Charter with the Companies Registration Office of Ireland
or as otherwise required to be effective under Irish law.

The
Fusion Fuel Acquisition Agreement contains the following unwinding and termination provisions:

● Fusion
Fuel will be required to repurchase the Fusion Fuel Shares Consideration from the QIND Sellers,
in whole, and return the QIND Sellers’ Shares to the QIND Sellers, (i) within 15 calendar
days after the Extended Meeting Deadline if despite Fusion Fuel’s reasonable best efforts,
the Series A Conversion Shareholder Approval is not obtained by the Extended Meeting Deadline;
or (ii) if Fusion Fuel fails to allocate cash raised from the Fusion Fuel Financings in compliance
with the Fusion Fuel Acquisition Agreement, and Fusion Fuel continues to fail to do so within
five calendar days after written notice from QIND, then within 10 calendar days after the
date of QIND’s notice to complete such repurchase. The Fusion Fuel Acquisition Agreement
will automatically terminate upon such repurchase.

● The
Fusion Fuel Acquisition Agreement may be terminated by any party before the end of the Restricted
Period, by written notice, if (a) the Fusion Fuel Acquisition Closing does not occur by the
date that is 30 days from the date of the Fusion Fuel Acquisition Agreement, provided that
the party seeking termination is not in material breach of the Fusion Fuel Acquisition Agreement,
or (b) a law or order by any governmental or regulatory body (including Nasdaq) permanently
prohibits the consummation of the Fusion Fuel Acquisition Transactions.

If
the Fusion Fuel Acquisition Agreement is validly terminated, it will become void without further obligations or liabilities, except if
termination results from fraud or willful and material failure to perform or breach, then the responsible party will be liable for damages
as a result of such breach. Certain provisions, including confidentiality, fees and expenses, and miscellaneous terms, will continue
to apply after termination.

The
Fusion Fuel Acquisition Agreement also contains customary representations, warranties, and covenants, including customary restrictive
covenants. The Fusion Fuel Acquisition Agreement provides for mutual indemnification provisions. Indemnification obligations with respect
to claims relating to breaches of required representations under the Fusion Fuel Acquisition Agreement or certain related agreements,
documents, or certificates are limited to claims of maximum damages of $4,000,000 and claims exceeding $400,000, except that no such
limits apply with respect to claims of breach of certain representations considered to be fundamental under the Fusion Fuel Acquisition
Agreement or with respect to claims of acts of fraud or willful misconduct. Indemnification obligations under the Fusion Fuel Acquisition
Agreement will survive until the earlier of the Series A Preferred Shares Conversion or 24 months following the Fusion Fuel Acquisition
Closing Date, except that indemnification for claims of breach of certain representations considered to be fundamental under the Fusion
Fuel Acquisition Agreement or with respect to claims of acts of fraud, willful misconduct or intentional misrepresentation will survive
until the expiration of the applicable statute of limitations. The QIND Sellers’ indemnification obligations will be shared on
a pro-rata basis.

11

Organizational Structure

The
following diagram depicts our organizational structure as of March 31, 2026.

Corporate
Office

Our
offices are located at 505 Montgomery Street, San Francisco, CA 94104, and our telephone number is 800-706-0806. Our website addresses
are www.qualityindustrialcorp.com, https://alsholagas.ae and our email address is info@qualityindustrialcorp.com. Information
contained on, or accessible through, the foregoing website is not a part of, and is not incorporated by reference into, this Form 10-K.

Employees

As
of March 31, 2026, we have 125 employees, including five employees of QIND and 120 employees of Al Shola Gas, all of whom are full-time.

Smaller
Reporting Company

The
Company is a “smaller reporting company” as defined in Rule 12b-2 under the Exchange Act. There are certain exemptions available
to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section
404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of
audited financial statements, instead of three years. As long as we maintain our status as a “smaller reporting company”,
these exemptions will continue to be available to us.

Emerging
Growth Company

We
qualify as an “emerging growth company” under the U.S. Jumpstart Our Business Startups Act (the “JOBS Act”).
As a result, we will be permitted to, and intend to, rely on exemptions from certain disclosure requirements. These provisions include
exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”)
in the assessment of the emerging growth company’s internal control over financial reporting. In addition, Section 107 of the JOBS
Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B)
of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the
adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage
of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that
comply with such new or revised accounting standards.

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We
will remain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annual gross
revenues of at least $1.235 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of our initial
public offering; (iii) the date on which we have, during the preceding three year period, issued more than $1.0 billion in non-convertible
debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which could occur
if the market value of the common stock that are held by non-affiliates exceeds $700 million as of the last business day of our most
recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided
in the JOBS Act discussed above.