Amendment No. 1 to the Share Purchase Agreement, dated as of July 31, 2023, by and between Quality Industrial Corp., Gerab National Enterprises LLC, and Mr. Saseendran Kodapully Ramakrishnan

AMENDMENT AGREEMENT NO. 1

in respect of

Share Purchase Agreement dated 18 January 2023 ("Agreement")

between Quality lndustrial Corp. and Gerab National Enterprises LLC and Mr. Saseendran Kodapully Ramakrishnan

THIS AMENDMENT AGREEMENT NO. 1 to the Agreement has been entered into on 31^th July 2023

("Amendment No. 1") between:

Hereafter, the Second Party and the Third Party shall be collectively referred to as the "Sellers".

WHEREAS

AGREED TERMS

Now, in consideration of the foregoing and in further consideration of this Amendment No. 1 on mutual covenants, hereinafter set forth, it is agreed that:

1.1                Terms defined in the Agreement shall have the same meaning when used in this Amendment No. 1 unless the context otherwise required.

1.2                Notwithstanding the signing date of this Addendum No. 1, the effective date of this Amendment No. 1 is 1 March 2023 ("Effective Date").

"Purchase Price. The Parties have agreed that the Purchase Price for the Shares is up to One Hundred Thirty-Seven Million United States Dollars ($137,000,000 USD), which is payable as part payments as follows:

*Notes for Tranche 2 and Tranche 3.1: In the event that the First Party fails to meet any of the Revised Payment Dates and/or the Revised Payment Amounts pursuant to the table above, the Parties acknowledge and agree that the Second Party and the Third Party shall have the right, but not the obligation, to, in their sole discretion, terminate this Agreement, together with all related transaction documents including (without limitation) the Disclosure Letter dated 18 January 2023, the Shareholder Guarantee dated 18 January 2023, the Escrow Agreement dated 1 March 2023 and the Shareholders' Agreement dated 1 March 2023. Consequently, the First Party shall be liable for the applicable break fee pursuant to the table above, and the Parties undertake to release each other from the performance of any obligations under this Agreement, together with all related transaction documents including (without limitation} the Disclosure Letter dated 18 January 2023, the Shareholder Guarantee dated 18 January 2023, the Escrow Agreement dated 1 March 2023 and the Shareholders' Agreement dated 1 March 2023, and the Parties shall have no accrued rights under the same save as those which are intended to survive after such termination.

*Notes for Tranches 4, 5 and 6: Pursuant to the table above, payments for Tranche 4 to Tranche 6 are linked and paid in proportion to the percentage of EBITDA target achieved against forecasted EBITDA targets and capped at 100% of EBITDA target. Any shortfall or surplus (as the case may be} on the EBITDA target of a particular Tranche shall be carried-over to the subsequent Tranche and to be added to or deducted from (as the case may be} the subsequent EBITDA target. Any shortfall EBITDA existing after the expiration of time allotted for Tranche 6, shall be allowed to be delivered within an extended 6-month period until 30 June 2025, and be paid in proportion to the EBITDA target achieved and capped at 100% of EBITDA target. Any remaining shortfall existing after the expiration of time allotted for Tranche 6, shall be forfeit, resulting in a reduction to the Purchase Price."

2.2    A new Clause 2.03 of the Agreement shall be inserted with the following:

112.03 Future Borrowings. The Purchaser undertakes to guarantee and repay any and all principal and interest in respect of any future borrowings of the Company from any lender(s} subject to the following:

(a} the principal of any such borrowings shall be a maximum of USD 10 million (or such other amount to be agreed between the Parties};

(b} the interest rate of any such borrowings shall be a maximum of 22% per annum (or such other

percentage to be agreed between the Parties};

(c} the costs and expenses of any such borrowings to be provided by the Purchaser shall be the sum of: (i} the costs and expenses payable by the Company for the tenure of any such borrowings; (ii) tenure of any such borrowings shall be less than 12 months (or such other time frame to be agreed between the Parties), and all such borrowing shall be repaid from the applicable portion related to Tranche payments due from the Purchaser to the Company; and (iii} the one-time processing cost shall be a maximum of 2% of the total principal of any such borrowings;

(d) the financing cost shall be borne until the date the Purchaser remits proceeds of the Tranche 3 payment to the Company under the Agreement to settle the total amount of any such borrowings pursuant to this clause; and

(e) any such borrowings by the Company shall be strictly be used for the operating purposes (unless otherwise agreed between the Parties).

2.3   Clause 6.01(g) of the Agreement shall be deleted in its entirety and replaced with the following:

"(g) Purchaser confirms that it has received, or Sellers have made available, all necessary information for Purchaser to arrange for its internal purposes relating to audited financial statements of the Company by a PCAOB qualified third party independent auditor for the past two completed fiscal years ending December 2021 and December 2022."

2.3 A new Clause 8.03 of the Agreement shall be inserted with the following:

"8.03 Financial Information Sharing. The Sellers shall make available all necessary financial information to the Purchaser, which the Purchaser may reasonably be required to arrange for its internal purposes relating to audited financial statements of the Company by a PCAOB qualified third party independent auditor and periodic filings by the Purchaser, and to enable the Purchaser to : (a) undertake the necessary guarantee and repay any and all principal and interest in respect of any future borrowings of the Company from any lender(s) subject to Clause 2.03 of the Agreement; and (b) acquire debt financing to support of the ongoing cash flow requirements of the Company in respect of Clause 8(e) of the Agreement."

3.1               The Parties hereby agree and acknowledge that' this Amendment No. 1 in its entirety shall constitute an integral part of the Agreement.

3.2               Save and except for the amendments stipulated in this Amendment No. 1, all other terms of the Agreement remain unchanged and continue to be in full force and effect.

3.3               This Amendment No.1 and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law. Each party irrevocably agrees that the courts of the Dubai International Financial Centre shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Amendment No. 1 or its subject matter or formation.

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IN WITNESS WHEREOF, this Amendment No. 1 has been duly executed and delivered on the date first above written.

/s/ John-Paul Backwell

John-Paul Backwell, Chief Executive Officer

For and on behalf of

QUALITY INDUSTRIAL CORP.

/s/ Abdullah Sharafi

Abdullah Sharafi Managing Director

For and on behalf of

GERAB NATIONAL ENTERPRISES LLC

/s/ Saseendran Kodapully Ramakrishnan

SASEENDRAN KODAPULLY RAMAKRISHNAN