Item 1.01 Entry Into A Material Definitive Agreement

As previously reported, on January 18, 2023, we entered into a definitive Stock Purchase Agreement (the "Purchase Agreement") with the shareholders of Quality International Co Ltd FZC, a United Arab Emirates headquartered company ("Quality International"), which agreement provided for our purchase of 52% of the shares of Quality International (the "Shares"). Quality International is a revenue generating company that manufactures custom solutions for the Oil and Gas, Energy, Water Desalination, Wastewater, Offshore and Public Safety sectors.

As of March 6, 2023, the parties have executed all closing documents, which includes a Shareholders Agreement for the ongoing governance of Quality International, and the transaction has closed.

The purchase price for the Shares shall be up to $137,000,000 in cash, paid in six tranches, subject to the achievement of financial milestones presented in a schedule of payments which are set forth in the Purchase Agreement. We have paid the first tranche of $1 million, and we will with this closing of the acquisition pay the second tranche of $15 million before paying an additional $66 million under the third tranche over the next 210 calendar days. The remaining $55 million under the Purchase Agreement will be paid out in three further tranches conditional upon Quality International meeting minimum audited EBITDA targets for 2023 and 2024. The final tranche payment is scheduled to be made following the provision of audited financials for the year ended 2024.

Pursuant to the terms of the Purchase Agreement and a Shareholders Agreement, we will occupy two non-paid board seats including Chairman of the Board of Quality International and there shall be two other non-paid board seats for existing Quality International shareholders. An independent board member who will fill the fifth board seat, will be chosen by us and Quality International's shareholders. Until the independent board member is appointed, the Chairman shall have a casting vote in the event of a tie at a meeting of the Board.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the text of such documents, which are filed as Exhibits 2.1 hereto and which are incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information contained in Item 1.01 above is incorporated herein by reference into this Item 2.01.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of business Acquired

The Company will file the financial statements required by Item 9.01 (a) of Form 8-K in its annual report on Form 10-K for the year ended December 31, 2022, within the time period required by such filing.





  (b)   Pro Forma Financial Information

The Company will file the financial statements required by Item 9.01 (a) of Form 8-K by an amendment to this Current Report on Form 8-K no later than 71 days from the date this Current Report on Form 8-K is required to be filed.





  (d)   Exhibits




2.1     Stock Purchase Agreement, dated January 18, 2023(1)

(1) Incorporated by reference to Exhibit 2.1 on the Current Report on Form 8-K

filed with the SEC on January 18, 2023

2

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