DATED THE 30TH DAY OF MAY 2023 E U HOLDINGS pte. ltd. and and siow kim lian and and and The Arc Development Company Limited AND Goldstein enterprises limited AND jBDi Holdings Limited REORGANISATION AGREEMENT in relation to the entire issued and paid...

Exhibit 10.5

DATED THE 30TH DAY OF MAY 2023

E U HOLDINGS pte. ltd.

and

xxx xxx xxxxx, xxxxxxx

and

xxxx xxx xxxx

and

Xxx xxxxx poh

and

xxx xxx xxxx

and

The Arc Development Company Limited

AND

Xxxxxxxxx enterprises limited

AND

jBDi Holdings Limited

REORGANISATION AGREEMENT

in relation to

the entire issued and paid up share capital of

JBDI INVESTMENTS LIMITED

THIS AGREEMENT is made on 30^th Day of May 2023.

BETWEEN:

(1)	E U HOLDINGS PTE. LTD., a company incorporated in Singapore with its registered office at 00 Xxx Xx Xxx Xxxxxx 00, Xxxxxxxxx 000000 (“E U Holdings”);
(2)	XXX XXX XXXXX, XXXXXXX (Holder of Singapore Passport No. X0000000X) of 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx 000000 (“Xx. Xxx TC”);
(3)	XXXX XXX XXXX (Holder of Singapore Passport No. X0000000X) of 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx 000000 (“Ms. Xxxx XX”);
(4)	XXX XXXXX POH (Holder of Singapore Passport No. X0000000X) of 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx 000000 (“Xx. Xxx CP”);
(5)	XXX XXX XXXX (Holder of Singapore Passport No. X0000000X) of House 0X, Xxxxxxx Xxxx, Xxxxxxxxx 000000 (“Xx. Xxx KS”);
(6)	THE ARC DEVELOPMENT COMPANY LIMITED, a limited company incorporated in Hong Kong with its registered office at G/F., Xxx Xxxx Building, 0 Xxxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxx Xxxx (the “Pre-IPO Investor”);
(7)	xxxxxxxxx enterprises limited, a BVI business company with limited liability incorporated in the British Virgin Islands with its registered address at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands (“Xxxxxxxxx”); and
	((1) to (7) each a “Vendor”, and collectively the “Vendors”)
(8)	JBDI HOLDINGS Limited, an exempted company incorporated in the Cayman Islands with limited liability with its registered office at Xxxxxxx Trust Company (Cayman) Limited, Cricket Square, Xxxxxxxx Drive, PO Box 0000, Xxxxx Xxxxxx, XX0-0000, Xxxxxx Xxxxxxx (the “Purchaser”)
	(each a “Party”, and collectively the “Parties”).

WHEREAS:

(A) JBDI Investments Limited (“BVI Co 1”) is a company incorporated in the British Virgin Islands on 10 October 2022 as a BVI business company limited by shares with its registered office at Xxxxxxx Trust Company (BVI) Limited of Commerce House, Wickhams Cay 1, P.O. Box 0000, Xxxx Xxxx, Xxxxxxx, British Virgin Islands and as at the date hereof, it is authorised to issue up to a maximum of 50,000 ordinary shares of a single class without par value. BVI Co 1 is owned by E U Holdings, Xx. Xxx TC, Ms. Xxxx XX, Xx. Xxx CP and Xx. Xxx KS, the Pre-IPO Investor and Xxxxxxxxx as to approximately 52.16%, 14.27%, 14.27%, 4.75%, 4.75%, 4.9% and 4.9% each respectively (i.e. 5,216 ordinary shares, 1,427 ordinary shares, 1,427 ordinary shares, 475 ordinary shares, 475 ordinary shares, 490 ordinary shares and 490 ordinary shares respectively) (the “Sale Shares”).

(B) The Parties intend to effect a reorganisation including, inter alia, the transfer of the Sale Shares from the Vendors to the Purchaser, in preparation for the listing of the Purchaser on the NYSE American (the “Listing”), on the terms of this Agreement.

IT IS AGREED as follows:

1. INTERPRETATION

(A) In this Agreement (including the recitals), the following terms have the meanings set opposite them unless the context otherwise requires:

	“Accounts”	means the audited financial statements of the Target Group for each of the financial year ended 31 May 2022 and the unaudited financial information of the Target Group for the period from 1 June 2022 to the Accounts Date;
	“Accounts Date”	means 30 April 2023;
	“Agreement”	means this agreement and as amended and supplemented from time to time by the parties hereto in writing;
	“Alpha Process”	means Alpha Process System Pte. Ltd., a company incorporated in Singapore on 4 May 2017 and directly wholly-owned by Jurong Barrels;
	“Business Day”	a day on which banks are open for business in Singapore (other than a Saturday);
	“Completion”	completion of the Transfer;
	“Completion Date”	the date of the Agreement or such other date as the Parties may agree from time to time;
	“Disclosed”	means disclosed in a full, fair, specific and accurate manner elsewhere in this Agreement, in the Accounts, or in the draft Form F-1;
	“Encumbrance”	any mortgage, debenture, charge (fixed or floating), pledge, lien (other than liens arising by operation of law in the ordinary course of business), hypothecation, trust, right of set-off or other third party right or interest (legal or equitable) including but not limited to any right of set-off, assignment by way of security, reservation of title, right to acquire, options, rights of first refusal, pre-emption rights or any other security interest of any kind however created or arising or any other agreement or arrangement (including a sale and repurchase agreement) having similar effect;

	“Form F-1”	means the latest draft of the listing document for the purpose of the Listing available as at the date of this Agreement;
	“Jurong Barrels”	means Jurong Barrels & Drums Industries Pte. Ltd., a company incorporated in Singapore on 17 November 1983 as a private company limited by shares and directly wholly-owned by BVI Co 1;
	“Target Group”	means BVI Co 1 and its wholly-owned subsidiaries, namely Jurong Barrels and Alpha Process;
	“Transfer”	has the meaning ascribed to it under Clause 2(A); and
	“Warranty(ies)”	means the warranty(ies), representation(s) and undertaking(s) relating to, among others, the Target Group referred to in Clause 5 and Schedule I.

(B)	In this Agreement, unless the context otherwise requires, any reference to a “Clause” is a reference to a clause of this Agreement.
(C)	In this Agreement, words importing the singular include the plural and vice versa, words importing gender or the neuter include both genders and the neuter and references to persons include bodies corporate or unincorporated. The words “written” and “in writing” include any means of visible reproduction.
(D)	The headings in this Agreement are for convenience only and shall not affect its interpretation.
(E)	Reference to any ordinance, act or regulation or other statutory provision of any jurisdiction in this Agreement includes reference to such ordinance, act, regulation or other statutory provision as modified, consolidated or re-enacted from time to time (except to the extent such modification, consolidation or re-enactment increases the liability of the Parties under this Agreement).

2. TRANSFER AND CONSIDERATION

(A)	Subject to Clause 2(B) below, the Vendors, as the legal and beneficial owners of the Sale Shares registered in their respective names (representing the entire issued and paid up share capital of BVI Co 1), agree to transfer the Sale Shares registered in their respective names to the Purchaser, free from all Encumbrances and with all rights, benefits and entitlements becoming attached or accruing thereto as from the Completion Date (the “Transfer”).
(B)	In consideration of the Transfer, the Purchaser agrees to allot and issue 4,704,179; 1,286,074; 1,286,074; 429,292; 429,292; 441,919 and 441,919 ordinary shares to E U Holdings, Xx. Xxx TC, Ms. Xxxx XX, Xx. Xxx CP, Xx. Xxx KS, the Pre-IPO Investor and Xxxxxxxxx respectively, credited as fully paid and free from all Encumbrances and ranking pari passu in all respects with the existing issued ordinary share(s) of Purchaser.
(C)	The parties hereto shall not be obliged to complete the sale and purchase of any of the Sale Shares unless the sale and purchase of all of the Sale Shares are completed simultaneously.

3. COMPLETION

(A) Completion of the Transfer shall take place on the Completion Date at such place and time as may be agreed by the Parties when all (but not part only) of the following business shall be transacted:-

(i) The Vendors deliver or procure the delivery to the Purchaser:

	(a)	a certified true copy of the minutes of a meeting/written resolutions of the board of directors of E U Holdings approving the entry and performance of this Agreement, the Transfer and the subscription of 4,704,179 ordinary shares in the Purchaser;
	(b)	a certified true copy of the minutes of a meeting/written resolutions of the board of directors of the Pre-IPO Investor approving the entry and performance of this Agreement, the Transfer and the subscription of 441,919 ordinary shares in the Purchaser;
	(c)	a subscription letter for 4,704,179; 1,286,074; 1,286,074; 429,292; 429,292; 441,919 and 441,919 ordinary shares in the Purchaser from E U Holdings, Xx. Xxx TC, Ms. Xxxx XX, Xx. Xxx CP, Xx. Xxx KS, the Pre-IPO Investor and Xxxxxxxxx respectively;
	(d)	the transfer documents signed by each of the Vendors as transferor in relation to their respective portion of the Transfer;
	(e)	the share certificate(s) (if applicable) of the Sale Shares for cancellation;
	(f)	a certified true copy of the register of transfers of BVI Co 1 showing details of the Transfer1;

¹ Walkers note: please confirm whether there's a register of transfer

	(g)	a certified true copy of the register of members of BVI Co 1 showing completion of the Transfer; and
	(h)	the new share certificate issued by BVI Co 1 (if applicable) in the Purchaser’s name for the 10,000 ordinary shares in BVI Co 1.

(ii) The Purchaser shall deliver and procure the delivery to each of the Vendors:

	(a)	a certified true copy of the minutes of a meeting/written resolutions of the board of directors of the Purchaser approving the entry and performance of this Agreement, the transfer of Sale Shares to the Purchaser and the allotment and issue of 4,704,179; 1,286,074; 1,286,074; 429,292; 429,292; 441,919 and 441,919 ordinary shares to E U Holdings, Xx. Xxx TC, Ms. Xxxx XX, Xx. Xxx CP, Xx. Xxx KS, the Pre-IPO Investor and Xxxxxxxxx respectively;
	(b)	the share certificate(s), if required, for 4,704,179; 1,286,074; 1,286,074; 429,292; 429,292; 441,919 and 441,919 ordinary shares in the Purchaser, to E U Holdings, Xx. Xxx TC, Ms. Xxxx XX, Xx. Xxx CP, Xx. Xxx KS, the Pre-IPO Investor and Xxxxxxxxx respectively; and
	(c)	a certified true copy of its updated register of members of the Purchaser in respect of the allotment and issue of 4,704,179; 1,286,074; 1,286,074; 429,292; 429,292; 441,919 and 441,919 ordinary shares to E U Holdings, Xx. Xxx TC, Ms. Xxxx XX, Xx. Xxx CP, Xx. Xxx KS, the Pre-IPO Investor and Xxxxxxxxx respectively.

(B) None of the Parties hereto shall be obliged to complete the Transfer or perform any obligations hereunder unless the other Parties comply fully with their respective obligations under Clause 3(A).

4. EFFECTIVE TIME AND RISK

(A) As agreed between the Vendors and the Purchaser, the Transfer shall be deemed to be effective with effect from the Completion Date. Accordingly, with effect from the Completion Date:

	(i)	The Sale Shares shall be at the risk of the Purchaser;
	(ii)	The Purchaser shall be entitled to any and all income, receipts and other benefits arising in respect of the Sale Shares at any time on or after the Completion Date; and
	(iii)	The Purchaser shall assume responsibility for any debts, liabilities and obligations payable or arising directly in respect of the Sale Shares.

5. REPRESENTATIONS, WARRANTIES, UNDERTAKINGS AND INDEMNITIES

(A)	E U Holdings, Xx. Xxx TC, Ms. Xxxx XX, Xx. Xxx CP and Xx. Xxx KS hereby jointly and severally represents, warrants and undertakes to the Purchaser (to the intent that the provisions of this Clause shall continue to have full force and effect notwithstanding Completion) in the terms set out in Schedule 1 and acknowledges that the Purchaser in entering into this Agreement is relying on such representations, warranties and undertakings and the Purchaser shall be entitled to treat the same as conditions of this Agreement.
(B)	Each of the Warranties shall be separate and independent to the intent that the Purchaser shall have a separate claim and right of action in respect of any breach thereof and save as expressly provided herein shall not be limited by reference to anything else in this Agreement.
(C)	Each of E U Holdings, the Pre-IPO Investor and Xxxxxxxxx has full power to enter into this Agreement and to exercise their rights and perform their obligations hereunder and this Agreement will, when executed by E U Holdings, the Pre-IPO Investor and/or Xxxxxxxxx, be a legal, valid and binding agreement on them and enforceable in accordance with the terms hereof.
(D)	The execution, delivery and performance of this Agreement by E U Holdings, the Pre-IPO Investor and Xxxxxxxxx does not and will not violate in any respect any provision of (i) any law or regulation or any order or decree of any governmental authority, agency or court of the Singapore or British Virgin Islands (as the case may be) or elsewhere prevailing as at the date of this Agreement and as at Completion; (ii) the laws and documents incorporating and constituting BVI Co 1 prevailing as at the date of this Agreement and as at Completion.
(E)	E U Holdings, Xx. Xxx TC, Ms. Xxxx XX, Xx. Xxx CP and Xx. Xxx KS jointly and severally undertakes to the Purchaser to procure the Completion of the reorganisation in contemplation of the Listing as soon as possible and in any event by no later than 31 May 2023 (or such other date as the parties hereto may agree).

6. FULL EFFECT

All provisions of this Agreement shall so far as they are capable of being performed or observed continue in full force and effect notwithstanding Completion except in respect of those matters which have already been performed.

7. WAIVER AND SEVERABILITY

(A)

No failure on the part of any Party to exercise or delay on his/her/its part in exercising, any right or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

(B)

If at any time one or more provisions hereof is or becomes invalid, illegal, unenforceable or incapable of performance in any respect, the validity, legality, enforceability or performance of the remaining provisions hereof shall not thereby in any way be affected or impaired.

8. NOTICES

(A)	All notices, demands or other communications which are required to be given under this Agreement shall be in writing in the English language and shall be sent to the address set out on the first page of this Agreement or by facsimile to such number as may be notified by the Parties from time to time.
(B)	Any such notice may be delivered personally or by prepaid post or sent by facsimile transmission and shall be deemed to have been effectively served:-

	(i)	on the day of receipt, where any personally delivered letter or facsimile message is received on any Business Day before or during normal working hours;
	(ii)	on the following Business Day, where any personally delivered letter or facsimile message is received either on any Business Day after normal working hours or on any day which is not a Business Day;
	(iii)	on the second Business Day following the day of posting, upon despatch of any posted letter to the address of a recipient within the same jurisdiction, unless actually received sooner; or
	(iv)	on the seventh Business Day following the day of the posting, upon despatch of any posted letter to the address of a recipient within a different jurisdiction, unless actually received sooner.

9. FURTHER ASSURANCE

Each Party shall do or execute or procure to be done and executed such instruments and other documents at such times and places as may be reasonably necessary or desirable to give effect to the terms of this Agreement and to complete the transactions contemplated herein.

10. TIME OF ESSENCE

Time shall be of the essence of this Agreement. No time or indulgence given by any Party to the other shall be deemed or in any way be construed as a waiver of any of its rights and remedies hereunder.

11. COSTS AND EXPENSES

The Purchaser shall bear all legal and professional fees, and other costs and expenses incurred in connection with this Agreement.

12. ASSIGNMENT

This Agreement shall be binding on and shall enure for the benefit of the successors and assignees of the Parties hereto but shall not be capable of being assigned by any Party without the written consent of the other Parties.

13. ENTIRE AGREEMENT

This Agreement (together with any documents referred to herein or executed contemporaneously by the Parties in connection herewith) sets forth the entire agreement and understanding between the Parties in relation to the transactions contemplated by this Agreement and supersedes and cancels in all respects all previous written or oral agreements, letters of intent, correspondence, understandings, agreements and undertakings (if any) between the Parties hereto and with respect to the subject matter hereof.

14. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument.

15. GOVERNING LAW AND JURISDICTION

This Agreement is governed by and shall be construed in accordance with the laws of Singapore, and each of the Parties hereby submits irrevocably to the non-exclusive jurisdiction of the courts of Hong Kong.

SCHEDULE I

THE WARRANTIES

E U Holdings, Xx. Xxx TC, Ms. Xxxx XX, Xx. Xxx CP and Xx. Xxx KS hereby jointly and severally represents and warrants and undertakes to the Purchaser that all representations and statements of fact set out in this Schedule 1 or otherwise contained in this Agreement are and will be true and accurate in all respects as at the date hereof and at all times up to and as at Completion.

1.	General Information
(A)	Each of the Vendors (other than the Pre-IPO Investor and Xxxxxxxxx) has full power to enter into this Agreement and to exercise its rights and perform its obligations hereunder and this Agreement will, when executed by the Vendors (other than the Pre-IPO Investor and Xxxxxxxxx), be a legal, valid and binding agreement on it and enforceable in accordance with the terms hereof.
(B)	The execution, delivery and performance of this Agreement by each of the Vendors (other than the Pre-IPO Investor and Xxxxxxxxx) does not and will not violate in any respect any provision of (i) any law or regulation or any order or decree of any governmental authority, agency or court of Singapore, British Virgin Islands, the Cayman Islands or elsewhere prevailing as at the date of this Agreement and as at Completion; (ii) the laws and documents incorporating and constituting BVI Co 1 prevailing as at the date of this Agreement and as at Completion.
(C)	No Consent of or filing or registration with or other requirement of any governmental department authority or agency in Singapore or any part thereof is required by the Vendors in relation to the valid execution, delivery or performance of this Agreement (or to ensure the validity or enforceability thereof) and the sale by the Vendors of the Sale Shares.
2.	Sale Shares
(A)	The Sale Shares were allotted and issued fully paid in accordance with the Memorandum of Association and Articles of Association of BVI Co 1 and in compliance with all relevant laws of the British Virgin Islands and rank pari passu in all respects inter se and with all other ordinary shares in the issued share capital of BVI Co 1.
(B)	The Sale Shares are free from any liens, charges, Encumbrances, claims, equities or pre-emptive or third party rights of whatsoever nature and together with all rights and entitlements attaching thereto as at the date of this Agreement and as at the Completion Date.
(C)	The Sale Shares represent 100% of the entire issued share capital of BVI Co 1.

3. Litigation

Each member of the Target Group is not a party to any material litigation, arbitration or prosecutions or to any other legal or contractual proceedings or hearings before any statutory, regulatory or governmental body, department, board or agency or to any material disputes or to or the subject of any investigation by any authority in the place where the business of the Target Group is conducted and no material litigation, arbitration, prosecution or other legal or contractual proceedings or investigations are threatened or pending either by or against the Target Group and there are no facts or circumstances, subsisting which might give rise to any such proceeding, investigation, hearing or to any dispute or to any payment and there are no unfulfilled or unsatisfied judgment or court orders against the Target Group.

4.	Insolvency
(A)	No order has been made or resolution passed for the winding up of any member of the Target Group and there is not outstanding:-

	(i)	any petition or order for the winding up of any member of the Target Group;
	(ii)	any receivership of the whole or any part of the undertaking or assets of any member of the Target Group;
	(iii)	any petition or order for the administration of any member of the Target Group; or
	(iv)	any voluntary arrangement between any member of the Target Group and any of its creditors.

(B) There are no circumstances which are known, or would on reasonable enquiry be known, to the Vendors and which would entitle any person to present a petition for the winding up or administration of any member of the Target Group or to appoint a receiver of the whole or any part of its undertaking or assets.

5. Miscellaneous

All information contained in this Agreement was when given true and accurate in all respects and there is no fact or matter which has not been disclosed, which may render any such information or documents untrue, inaccurate or misleading at the date of this Agreement or which if disclosed might reasonably be expected to influence adversely the Purchaser’s decision to purchase the Sale Shares on the terms of this Agreement.

IN WITNESS whereof the Parties entered into this Agreement the day and year first above written.

SIGNED by xxx xxxx xxxx	)
for and on behalf of	)	/s/ Neo Xxxx Xxxx
E U HOLDINGS PTE. LTD.	)
in the presence of:	)
	)

SIGNED by XXX XXX XXXXX, XXXXXXX	)
in the presence of:	)	/s/ Xxx Xxx Xxxxx, Xxxxxxx
	)
	)
	)

SIGNED by XXXX XXX XXXX	)
in the presence of:	)	/s/ Xxxx Xxx Xxxx
	)
	)
	)

SIGNED by XXX XXXXX XXX	)
in the presence of:	)	/s/ Xxx Xxxxx Xxx
	)
	)
	)

SIGNED by XXX XXX XXXX	)
in the presence of:	)	/s/ Xxx Xxx Xxxx
	)
	)
	)

SIGNED by Xxxxx Xxxxxx	)
for and on behalf of	)	/s/ Xxxxx Xxxxxx
THE ARC DEVELOPMENT COMPANY LIMITED	)
in the presence of:	)
	)

SIGNED by XXX XXX XXXXX	)
for and on behalf of	)	/s/ Xxx Xxx Xxxxx
Xxxxxxxxx Enterprises Limited	)
in the presence of:	)
	)

SIGNED by Xxxxx Xxxxxxxx	)
for and on behalf of	)	/s/ Xxxxx Xxxx Xxxx
JBDI HOLDINGS LIMITED	)
in the presence of:	)
	)