CBL International Ltd

This Share Purchase Agreement (this "Agreement") is dated as of October 23, 2026, between CBL International Limited, a Cayman Islands exempted company (the "Company"), and the purchaser identified on the signature page hereto (including its successors and permitted assigns, the "Purchaser").

WHEREAS, the Company is a holding company whose Subsidiaries are engaged in the provision of marine fuel logistics services, and its Class B Ordinary Shares (as defined below) are listed on the Nasdaq Capital Market under the symbol "BANL"; and

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to sell and issue to the Purchaser, and the Purchaser desires to purchase from the Company, certain number of Class B Ordinary Shares, and the Company desires to grant to the Purchaser an option to subscribe for additional Class B Ordinary Shares, in each case as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:

1.1 Definitions . In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1 :

"Action" means an action, suit, inquiry, notice of violation, proceeding or investigation before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign).

"Affiliate" means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.

"Board of Directors" means the board of directors of the Company.

"Class B Ordinary Shares" shall have the meaning ascribed to such term in Section 2.1 .

"Business Day" means any day other than Saturday, Sunday or any day on which banking institutions in Hong Kong, Kuala Lumpur, Malaysia or New York, New York are authorized or required by law or other governmental action to remain closed.

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

"Exercise Date", "Exercise Notice" and "Aggregate Exercise Price" shall have the respective meanings ascribed to such terms in Section 2.4(c) .

"Exercise Period" shall have the meaning ascribed to such term in Section 2.4(a) .

"Exercise Price" shall have the meaning ascribed to such term in Section 2.4(b) .

"Group" means the Company and its Subsidiaries.

"Hong Kong" means the Hong Kong Special Administrative Region of the PRC.

"Liens" means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

"Lock-up Period" shall have the meaning ascribed to such term in Section 4.2 .

"Material Adverse Effect" shall have the meaning ascribed to such term in Section 3.1(b) .

"Nasdaq" means The Nasdaq Stock Market LLC.

"Option" and "Option Shares" shall have the respective meanings ascribed to such terms in Section 2.4(a) .

"Person" means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

"Proceeding" means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.

"Registrable Securities" shall have the meaning ascribed to such term in Section 4.3(i) .

"Regulation S" means Regulation S promulgated by the Commission under the Securities Act.

"Required Approvals" shall have the meaning ascribed to such term in Section 3.1(e) .

"Resale Registration Statement" shall have the meaning ascribed to such term in Section 4.3(a) .

"Rule 144" means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

"Subsidiary" means any subsidiary of the Company, and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.

2.1 Purchase and Sale of Class B Ordinary Shares . Upon the terms and subject to the conditions set forth herein, the Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell and issue to the Purchaser, the number of Class B ordinary shares of a par value of US$0.0013 each of the Company (the "Class B Ordinary Shares") for the aggregate purchase price (the "Purchase Price") as set forth in Schedule I hereto opposite the headings "Purchased Shares"and"Purchase Price", respectively. The Class B Ordinary Shares issued to the Purchaser pursuant to this Agreement shall be referred to herein as the "Purchased Shares".

(a) Closing . Subject to Section 2.3 , the closing of the purchase and sale of the Purchased Shares hereunder (the "Closing", and the date of Closing, the "Closing Date") pursuant to Section 2.1 shall take place remotely via the electronic exchange of documents and signatures as soon as possible after the execution of this Agreement and the satisfaction or waiver of the conditions set forth in Section 2.3 , and in any event no later than October 31, 2026 (or such other later date as the Company and the Purchaser may mutually agree upon).

(b) Payment and Delivery . On the Closing Date, the Purchaser shall pay its Purchase Price to the Company in U.S. dollars by wire transfer of immediately available funds to the Company's bank account pursuant to the wire instructions set forth in Schedule II attached hereto (or by such other method mutually agreeable to the Company and the Purchaser), and, against receipt of the Purchase Price, the Company shall instruct its transfer agent to record the Purchased Shares in book-entry form in the name of the Purchaser, subject to the restrictive legends contemplated by Section 4.4 .

(a) The obligation of the Company to sell, issue and deliver the Purchased Shares to the Purchaser as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any of which may only be waived in writing by the Company in its sole discretion:

(i) the accuracy in all material respects of the representations and warranties of the Purchaser contained herein when made and on the Closing Date;

(ii) all obligations, covenants and agreements of the Purchaser required to be performed at or prior to the Closing shall have been performed; and

(iii) no law, rule, regulation, order, judgment or injunction of any court or governmental authority of competent jurisdiction shall be in effect that restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement.

(b) The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion:

(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) of the representations and warranties of the Company contained herein when made and on the Closing Date (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date);

(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing shall have been performed;