PERSONAL AND CONFIDENTIAL
Exhibit 1.1
Suites 3605-06, 36th Floor,
▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇▇▇,
Harbour City, Tsim Sha Tsui,
Kowloon, Hong Kong
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Dear ▇▇. ▇▇▇:
The purpose of this placement agent agreement (this “Agreement”) is to outline our agreement pursuant to which Cathay Securities, Inc. (“Cathay”) will act as the placement agent on a “best efforts” basis in connection with the proposed Best Efforts Follow-On Offering (the “Placement”) by Waton Financial Limited (collectively, with its subsidiaries and affiliates, the “Company”) of its Ordinary Shares (the “Securities”). This placement agent agreement sets forth certain conditions and assumptions upon
which the Placement is premised. The Company expressly acknowledges and agrees that Cathay’s obligations hereunder are
on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Cathay to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the
success of Cathay with respect to securing any other financing on behalf of the Company. The Company confirms that entry into this Agreement and completion of the Placement with Cathay will not breach or otherwise violate the Company’s obligations
to any other party or require any payments to such other party. For the sake of
clarity, such obligations may include, but not be limited to, obligations under an engagement letter, placement agency agreement, underwriting agreement, advisory agreement, right of first refusal, tail fee obligation or other agreement. Any capitalized terms not defined herein shall have meaning set forth in the Securities Purchase Agreement.
The terms of our agreement are as follows:
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9.1.1.1 This Agreement duly executed by the Company.
9.1.1.2 A cold comfort letter from the Company’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in
all material respects.
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9.1.1.3 A certificate executed by the Chief Financial Officer of the Company in customary form reasonably satisfactory to the Placement Agent and its counsel.
9.1.2. On or prior to the Closing Date, the Company shall deliver each of the following:
9.1.2.1 Legal opinions of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Li LLC and ▇▇▇▇▇ ▇▇▇▇▇ Singapore LLP, addressed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to
the Placement Agent and Purchasers.
9.1.2.2 A negative assurance letter from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Li LLC, addressed to the Placement Agent and dated the Closing Date, in a form reasonably satisfactory to the Placement
Agent.
9.1.2.3 A copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate (or at the request of a Purchaser,
book-entry statement) evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser.
9.1.2.4 The Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer.
9.1.2.5 The Company shall have provided ▇▇▇▇▇▇ the signed flow of funds executed by the Chief Executive Officer or Chief Financial Officer.
9.1.2.6 A duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory to the Placement Agent and its counsel.
9.1.2.7 A bring down to the cold comfort letter from the Company’s auditor, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects.
9.1.2.8 The good standing certificates for the Company and the entities listed in Exhibit A hereto, dated within three business days prior to the Closing Date.
9.1.2.9 The Prospectus and Final Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act).
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Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of
the Company set forth in the Securities Purchase Agreement (on which the Company authorizes the Placement Agent to rely), in each case, as of the date hereof and as of the Closing Date as though then made, to the timely performance by each
of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:
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10.1. Regulatory Matters.
10.1.1. Effectiveness of Registration Statement; Rule 424 Information. The Registration Statement is effective on the date of
this Agreement, and, on the Closing Date no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any
Preliminary Prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated by the Commission. The Company has complied with each request (if
any) from the Commission for additional information. All filings with the Commission required by Rule 424 under the Securities Act to have been filed by the Closing Date shall have been made within the applicable time period prescribed for such
filing by Rule 424.
10.1.2. FINRA Clearance. On or before the Closing Date, the Placement Agent shall have received clearance from FINRA as to the
amount of compensation allowable or payable to the Placement Agent as described in the Registration Statement.
10.1.3. Listing of Additional Shares. On or before the Closing Date, the Company shall have filed a notice with the Nasdaq with
respect to the Company’s additional listing of the securities sold in the Placement.
10.2. Closing Deliverables. The Company shall have delivered all closing deliverables to the Placement Agent as set forth in Section 9.1 as of
the time required and in form reasonably satisfactory to the Placement Agent.
10.2.1. No Material Changes. Prior to and on the Closing Date: (i) there shall have been no Material Adverse Effect or
development involving a prospective Material Adverse Effect in the condition or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the
Disclosure Package and the Prospectus; (ii) no action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any affiliates of the Company before or by any court or federal or state commission, board
or other administrative agency wherein an unfavorable decision, ruling or finding would reasonably be expected to materially adversely affect the business, operations, prospects or financial condition or income of the Company, except as set forth
in the Registration Statement and the Prospectus; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened by the Commission; and (iv) the Registration Statement and the
Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and the Securities Act regulations and shall conform in all material respects
to the requirements of the Securities Act and the Securities Act regulations, and neither the Registration Statement nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. “Disclosure Package” means the Preliminary Prospectus and any issuer free writing
prospectus, as defined in Rule 433 of the Securities Act.
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10.2.2. Additional Documents. At the Closing Date, Placement Agent’s counsel shall have been furnished with such documents and
opinions as they may reasonably require upon written request therefor no later than three (3) business days prior to the Closing Date in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the
conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Securities as herein contemplated shall be reasonably satisfactory in form and substance to the Placement Agent and Placement
Agent’s counsel.
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Prior Agreement. By entering into this Agreement, the parties agree that the certain letter of engagement, dated May 13, 2026, entered into between the same parties hereof, shall
automatically terminate and cease to have any force or effect whatsoever and shall be superseded in its entirety by this Agreement.
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Indemnification, Reimbursement & Contribution.
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16.1. Indemnification. The Company agrees to indemnify and hold harmless Cathay, its affiliates and each person controlling Cathay (within the
meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of Cathay, its affiliates and each such controlling person (Cathay, and each such entity or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”),
and shall reimburse each Indemnified Person for all reasonable fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons) (collectively, the “Expenses”) and
agrees to reimburse payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person is a party thereto, arising out of or based upon (i)
any untrue statement or alleged untrue statement of a material fact contained in (A) the Registration Statement, Prospectus or any other offering documents (as from time to time each may be amended and supplemented), (B) any materials or
information provided to investors by, or with the approval of, the Company in connection with the marketing of the Placement, including any “road show” or investor presentations made to investors by the Company (whether in person or
electronically), or (C) any application or other document or written communication (collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the
Securities under the securities laws thereof or to file for an exemption from such requirement or filed with the Commission, any state securities commission or agency, any national securities exchange; or (ii) the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and
in conformity with, information provided to the Company by Cathay in writing specifically for use in the Registration Statement, Prospectus or any other offering documents with respect which or resulting from conduct by Cathay or another
Indemnified Party, as to which Cathay shall indemnify and hold harmless the Company, its officers, directors and controlling parties in the manner set forth in this Section 16. The Company also agrees to reimburse each Indemnified Person for all
reasonable Expenses as they are incurred in connection with such Indemnified Person’s enforcement of his or its rights under this Section 16.
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16.2. Procedure. Upon receipt by an Indemnified Person of actual notice of an action against such Indemnified Person with respect to which
indemnity may reasonably be expected to be sought under this Section 16, such Indemnified Person shall promptly notify the Company in writing; provided that failure by any Indemnified Person so to notify the Company shall not relieve the Company
from any obligation or liability which the Company may have on account of this Section 16 or otherwise to such Indemnified Person. The Company shall, if requested by Cathay, assume the defense of any such action (including the employment of counsel
designated by Cathay and reasonably satisfactory to the Company). Any Indemnified Person shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be
at the expense of such Indemnified Person unless: (i) the Company has failed promptly to assume the defense and employ separate counsel reasonably acceptable to Cathay for the benefit of Cathay and the other Indemnified Persons or (ii) such
Indemnified Person shall have been advised that in the opinion of counsel that there is an actual or potential conflict of interest that prevents (or makes it imprudent for) the counsel designated by and engaged by the Company for the purpose of
representing the Indemnified Person, to represent both such Indemnified Person and any other person represented or proposed to be represented by such counsel, in which event the Company shall pay the reasonable fees and expenses of one counsel for
all Indemnified Parties, which counsel shall, if Cathay is a defendant, be designated by ▇▇▇▇▇▇. The Company shall not be liable for any settlement of any action effected without its written consent (which shall not be unreasonably withheld). In
addition, the Company shall not, without the prior written consent of Cathay, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which reimbursement,
indemnification or contribution may be sought hereunder (whether or not such Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Indemnified Person,
acceptable to such Indemnified Party, from all Liabilities arising out of such action for which indemnification or contribution may be sought hereunder and (ii) does not include a statement as to or an admission of fault, culpability or a failure
to act, by or on behalf of any Indemnified Person. The reimbursement, indemnification and contribution obligations of the Company required hereby shall be made by periodic payments of the amount thereof during the course of the investigation or
defense, as every Liability and Expense is incurred and is due and payable, and in such amounts as fully satisfy each and every Liability and Expense as it is incurred (and in no event later than 30 calendar days following the date of any invoice
therefor for any undisputed amount).
16.3. Contribution. In the event that a court of competent jurisdiction makes a finding, final beyond right of
review, that indemnity is unavailable to an Indemnified Person, the Company shall contribute to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion as is appropriate to reflect (i) the relative benefits to the
Company, on the one hand, and to Cathay and any other Indemnified Person, on the other hand, of the matters contemplated by this Section 16 or (ii) if the allocation provided by the immediately preceding clause is not permitted by applicable law,
not only such relative benefits but also the relative fault of the Company, on the one hand, and Cathay and any other Indemnified Person, on the other hand, in connection with the matters as to which such Liabilities or Expenses relate, as well as
any other relevant equitable considerations; provided that in no event shall the Company contribute less than the amount necessary to ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilities and Expenses in excess
of the amount of commissions and non-accountable expense allowance actually received by Cathay in the Placement. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or Cathay on the other and the parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and Cathay agree that it would not be just and equitable if contributions pursuant to this subsection 16.3 were determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to above in this subsection 16.3. For purposes of this paragraph, the relative benefits to the Company, on the one hand, and to ▇▇▇▇▇▇ on the other hand, of the matters contemplated by
this Section 16 shall be deemed to be in the same proportion as: (a) the total value actually received by the Company in the Placement, whether or not such Placement is consummated, bears to (b) the commissions paid to ▇▇▇▇▇▇ under the Placement
Agent Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from a party who was not guilty of fraudulent
misrepresentation.
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16.4. Limitation. The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort
or otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement, the transactions contemplated thereby or any Indemnified Person’s actions or inactions in
connection with any such advice, services or transactions, except to the extent that a court of competent jurisdiction has made a finding that Liabilities (and related Expenses) of the Company have resulted exclusively from such Indemnified
Person’s fraud, bad faith, gross negligence or willful misconduct in connection with any such advice, actions, inactions or services.
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Governing Law; Venue. This Agreement will be deemed to have been made and delivered in the State of New York, U.S., and both the binding provisions of this Agreement and the transactions
contemplated hereby will be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York, without regard to the conflict of laws principles thereof. Each of Cathay and
the Company: (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby will be instituted exclusively in the courts located in the Borough of Manhattan,
City of New York, County of New York, State of New York, (ii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction of the courts located
in The City of New York, County of New York and State of New York, in any such suit, action or proceeding. Each of Cathay and the Company further agrees to accept and acknowledge service of any and all process which may be served in any
such suit, action or proceeding in such courts and agrees that service of process upon the Company mailed by certified mail to the Company’s address will be deemed in every respect effective service of process upon the Company, in any such
suit, action or proceeding, and service of process upon Cathay mailed by certified mail to ▇▇▇▇▇▇’s address will be deemed in every respect effective service process upon Cathay, in any such suit, action or proceeding. Notwithstanding any
provision of this Agreement to the contrary, the Company agrees that neither Cathay nor its affiliates, and the respective officers, directors, employees, agents and representatives of Cathay, its affiliates and each other person, if any,
controlling Cathay or any of its affiliates, will have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement and transaction described herein except for any such
liability for losses, claims, damages or liabilities incurred by the Company that are finally judicially determined to have resulted from the fraud, willful negligence, bad faith or gross negligence of such individuals or entities. Cathay
will act under this Agreement as an independent contractor with duties to the Company.
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Miscellaneous. The Company represents and warrants that it has all required power and authority to enter into and carry out the terms and provisions of this Agreement and the execution,
delivery and performance of this Agreement does not breach or conflict with any agreement, document or instrument to which it is a party or bound. The binding provisions of this Agreement are legally binding upon and inure to the benefit of
both the Company and Cathay and their respective assigns, successors, and legal representatives, provided that neither this Agreement nor any right or interest hereunder shall be assignable by the Company or ▇▇▇▇▇▇ without the prior written
consent of the other party hereto. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect, and the remainder of the Agreement
shall remain in full force and effect. This Agreement may be executed in counterparts (including electronic counterparts), each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The
undersigned hereby consents to receipt of this Agreement in electronic form and understands and agrees that this Agreement may be signed electronically. Signatures to this Agreement transmitted in electronic form will have the same effect
as physical delivery of a paper document bearing the original signature, and if any signature is delivered electronically evidencing an intent to sign this Agreement, such electronic mail or other electronic transmission shall create a
valid and binding obligation of the undersigned with the same force and effect as if such signature were an original. Execution and delivery of this Agreement by electronic mail or other electronic transmission is legal, valid and binding
for all purposes.
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If you are in agreement with the foregoing, please sign and return to us one copy of this Agreement. This Agreement may be executed in counterparts (including facsimile or .pdf counterparts), each
of which shall be deemed an original but all of which together shall constitute one and the same instrument.
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[Signature Page of WTF Best Efforts Follow-On Offering Placement Agent Agreement]
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Cathay Securities, Inc.
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By:
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Name:
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▇▇▇▇▇ ▇▇
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Title:
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Chief Executive Officer
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AGREED AND ACCEPTED:
The foregoing accurately sets forth our understanding and agreement with respect to the matters set forth herein.
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Name:
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▇▇▇▇▇▇ ▇▇▇
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Title:
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Exhibit A
See Exhibit 21.1 to the Registration Statement
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