0001140361-26-024652 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 9th, 2026 • Waton Financial LTD • Security & commodity brokers, dealers, exchanges & services • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2026, between Waton Financial Limited, a British Virgin Islands corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).

PERSONAL AND CONFIDENTIAL
Placement Agent Agreement • June 9th, 2026 • Waton Financial LTD • Security & commodity brokers, dealers, exchanges & services • New York

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 thi