JBDI Holdings Ltd

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS (i) NOT MATERIAL AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS MARKED WITH A [***].

This STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of September 14, 2026, by and among JBDI Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Buyer"), those Sellers set forth in Annex I hereto (the "Sellers" and each a "Seller"), and, solely for purposes of making the representations and warranties expressly set forth herein with respect to its business and operations, Club Versante Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Company"). Buyer, the Sellers and the Company are referred to collectively herein as the "Parties" and individually as a " Party ."

WHEREAS, the Sellers directly or indirectly own an aggregate of 9,770,625 ordinary shares of the Company, par value $0.00016 per share (the "Shares") in the proportions set forth opposite their names in Annex I constituting, in aggregate, a 100% equity interest in the Company;

WHEREAS, Buyer desires to purchase from the Sellers, and the Sellers desire to sell to Buyer, all of the Shares, upon the terms and subject to the conditions set forth herein, so that, immediately following the Closing, Buyer shall own all of the Shares and thereby acquire a 100% equity interest in the Company;

WHEREAS, the aggregate consideration payable by Buyer to the Sellers for the Shares will consist solely of unsecured convertible promissory notes (the "Notes") to be issued pursuant to the Note Purchase Agreement in the principal amounts set forth in Annex I hereto, and the Parties intend that the Notes will constitute restricted securities issued in a transaction exempt from registration pursuant to Regulation S under the Securities Act; and

WHEREAS, the Parties desire to set forth herein the terms and conditions governing the purchase and sale of the Shares and the related transactions contemplated hereby.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, agreements, representations and warranties set forth herein, and intending to be legally bound hereby, the Parties agree as follows:

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Acquisition Proposal" means any inquiry, proposal or offer from any Person (other than Buyer or its Affiliates) relating to any direct or indirect acquisition of all or any material portion of the equity interests, business or assets of the Company, whether by merger, consolidation, sale of shares, sale of assets, recapitalization or otherwise.

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with such Person.

"Agreement" has the meaning set forth in the preamble.

"Beneficial Ownership Limitation" has the meaning given to it in the Note Purchase Agreement.

"Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to be closed.

"Buyer" has the meaning set forth in the preamble.

"Buyer Indemnified Parties" means Buyer and its Affiliates and their respective directors, officers, employees, managers, agents, successors and permitted assigns.

"Buyer Material Adverse Effect" means any event, change, effect, development, circumstance or occurrence that, individually or in the aggregate, materially impairs Buyer's ability to consummate the transactions contemplated by this Agreement, the Note Purchase Agreement or the Notes.

"Claim Notice" means written notice of an indemnification claim delivered in accordance with Article VII .

"Closing" means the consummation of the purchase and sale of the Shares and the other transactions contemplated by this Agreement.

"Closing Date" means September 30, 2026, or such other date as Buyer and the Seller Representative may agree in writing, on which the Closing occurs.

"Code" means the Internal Revenue Code of 1986, as amended.

"Company" has the meaning set forth in the preamble.

"Company Material Adverse Effect" means any event, change, effect, development, circumstance or occurrence that, individually or in the aggregate, is materially adverse to the business, assets, liabilities, condition (financial or otherwise), operations or results of operations of the Company and its Subsidiaries, taken as a whole, other than any event, change, effect, development, circumstance or occurrence arising out of or resulting from general economic conditions, general industry conditions, changes in law, changes in GAAP, changes in financial markets or geopolitical conditions, except, in each case, to the extent the Company and its Subsidiaries are disproportionately adversely affected thereby relative to other similarly situated companies operating in the same industries.

"Conversion Shares" means the Ordinary Shares issuable upon conversion of the Notes.

"Conversion Price" has the meaning given to it in the Form of Note attached as Exhibit B hereto.

"Convertible Promissory Notes" or "Notes" means the unsecured convertible promissory notes to be issued by Buyer in the aggregate original principal amount of the Note Consideration, in substantially the form attached as Exhibit B , as executed and delivered at the Closing pursuant to the Note Purchase Agreement.

"Disclosure Schedule" means the disclosure schedule delivered by the Sellers and the Company to Buyer concurrently with the execution of this Agreement.

"Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

"Fundamental Representations" means the representations and warranties set forth in Section 3.1 , Section 3.2 , Section 3.3 , Section 3.4 , Section 3.5 , Section 4.1 , Section 4.2 , Section 4.3 , Section 4.4 , and Section 4.5 .

"GAAP" means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board.

"Governmental Authority" means any federal, state, provincial, local, municipal, foreign or supranational government, any governmental, regulatory or administrative authority, agency, commission, department, board, bureau, court, tribunal or instrumentality, and any self-regulatory organization, including Nasdaq and the SEC.

"Indemnified Party" means a Person entitled to indemnification under Article VII .

"Indemnifying Party" means a Party required to provide indemnification under Article VII .

"Knowledge" means, the actual knowledge of the executive officers and directors of the relevant Person (including, without limitation, with respect to the Company, the Person primarily responsible for SEC reporting, and for all Persons, finance, legal affairs and the transactions contemplated hereby), together with any knowledge that any such Person would have obtained after reasonable inquiry or investigation of the relevant books and records and reasonable inquiry of the officers, employees, outside counsel, auditors and other representatives having responsibility for the subject matter at issue.

"Lien" means any mortgage, pledge, lien, charge, security interest, encumbrance, option, right of first refusal, voting trust, proxy, adverse claim or restriction of any kind.

"Losses" means any and all losses, damages, liabilities, deficiencies, judgments, settlements, awards, fines, penalties, costs and expenses, including reasonable and documented attorneys' fees and expenses; provided, however, that Losses shall not include punitive damages except to the extent actually awarded to a third party.

"Nasdaq" means The Nasdaq Stock Market LLC.

"Nasdaq Minimum Price" means the "Minimum Price" as defined in Nasdaq Listing Rule 5635(d)(1), being the lower of (a) the Nasdaq Official Closing Price of Buyer's Ordinary Shares immediately preceding the signing of the Note Purchase Agreement, or (b) the average Nasdaq Official Closing Price of Buyer's Ordinary Shares for the five (5) trading days immediately preceding such signing date.

"Nasdaq Rules" means the Nasdaq Listing Rules, including, without limitation, Rules 5250(e)(2), 5615(a)(3), 5635(b), 5635(d), 5640, and the applicable interpretive materials thereof.

"Note Consideration" means the amount of the Purchase Price payable by Buyer through issuance and delivery of the Notes in the aggregate original principal amount of $20,000,000.00, pursuant to and governed by the Note Purchase Agreement.

"Note Purchase Agreement" or "NPA" means the Note Purchase Agreement, to be dated as of the Closing Date, by and between Buyer and the Note Recipients, substantially in the form attached as Exhibit A , pursuant to which Buyer shall issue the Notes.