Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Share Exchange Agreement

On September 23, 2026, Quality Industrial Corp., a Nevada corporation (the "Company"), entered into a Share Exchange Agreement, dated as of September 23, 2026 (the "Share Exchange Agreement"), between the Company and Fusion Fuel Green PLC, an Irish public limited company ("Fusion Fuel"), the majority owner of the Company's shares of its common stock, par value $0.001 per share ("common stock").

Pursuant to the Share Exchange Agreement, subject to satisfaction or, where permissible, waiver, of certain closing conditions, Fusion Fuel will issue to three third-party investors (the "Investors") an aggregate of 500,000 Class A ordinary shares of Fusion Fuel, with nominal value of $0.0035 each (the "Class A Ordinary Shares"), having an aggregate value of $2,000,000 (the "Parent Shares"), on the date of the closing of the transactions contemplated by the Share Exchange Agreement (the "Closing Date"), calculated by dividing $2,000,000 by a price per share of $4.00, subject to adjustment for any share consolidation, share split, share dividend, or any similar event, with each Investor receiving its respective allocation percentage, rounded to the nearest whole share. The Parent Shares that will be required to be issued on the Closing Date will be allocated among the Investors as follows: (i) Sanjeeb Safir ("Safir") will receive 40% of the Parent Shares; (ii) Safir Ahammed ("Ahammed") will receive 40% of the Parent Shares; and (iii) Mohamed Hilal Saeed Muroushad Almheiri ("Almheiri") will receive 20% of the Parent Shares. In exchange, the Company agreed to issue shares of its common stock, with an aggregate value of $2,000,000, to Fusion Fuel, with the number of shares of common stock to be issued determined by dividing $2,000,000 by the lower of (i) the closing price of the common stock (as reflected on Yahoo! Finance) immediately preceding the Closing Date, or (ii) the average closing price of the common stock (as reflected on Yahoo! Finance) for the five Trading Days (each, a "Trading Day," meaning a day on which the principal trading market for the common stock is open for trading) ending on the Trading Day immediately preceding the Closing Date, rounded to the nearest whole share.

The closing of the transactions contemplated by the Share Exchange Agreement is subject to the satisfaction or, where permissible, waiver of a number of conditions, including approval by The Nasdaq Stock Market LLC ("Nasdaq") of an initial listing application in connection with the transactions, receipt of all required governmental approvals (including any required Nasdaq approvals for the issuance or listing of the Parent Shares and any approvals required under the Irish Takeover Panel Act 1997, Takeover Rules), absence of legal prohibitions on the transactions, accuracy of representations and warranties, readiness to issue shares, execution and delivery of the Share Exchange Agreement, delivery by the Company of accredited investor questionnaires and AML/KYC documentation for each Investor, and delivery of such other documents or instruments as may be reasonably requested by either party that are necessary to consummate the transactions. None of the foregoing conditions may be waived by the parties, except to the extent that waiver of the accuracy of any representations and warranties will not cause the failure of any other closing condition to be satisfied. Nothing in the Share Exchange Agreement requires Fusion Fuel to submit, pursue, maintain, or seek clearance of any initial listing application with Nasdaq unless and until Fusion Fuel determines, in its sole discretion, that it will meet the applicable Nasdaq listing requirements at the time of such submission.

The Share Exchange Agreement contains customary representations and warranties by each party. The Company represented that each of the Investors is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), and that each Investor is acquiring the Parent Shares for investment and not with a view to resale or distribution.

The Share Exchange Agreement contains a mutual waiver and release of certain claims. The Share Exchange Agreement includes mutual indemnification obligations for breaches of representations, warranties, and covenants. The representations and warranties survive the closing for eighteen (18) months, except that certain fundamental representations ("Fundamental Representations") survive until the expiration of the applicable statute of limitations. The aggregate indemnification liability of either party is capped at $2,000,000, with a $50,000 deductible basket, in each case excluding claims with respect to Fundamental Representations and claims based on fraud, willful misconduct, or intentional misrepresentation.

The Share Exchange Agreement is governed by the laws of the State of New York, and any disputes are to be resolved by binding arbitration administered by the American Arbitration Association in New York, New York, before a panel of three arbitrators.