Exhibit 4.2
Granite Financial Group,
LLC.
12220 El Camino Real, Suite
400
San Diego, Ca
92l30
September 13, 2006
Surfect Technologies, Inc.
Steve Anderson, Chief Executive Officer
12000 G Candelaria NE
Albuquerque, NM 87112
Gentlemen:
1.
Granite Financial Group, LLC. (“Placement Agent”) will
serve as a non-exclusive placement agent for Surfect Technologies,
Inc. (the “Company”) in connection with the offer and
sale of the Units (the “ Offering ”) in
accordance with and as described in the Private Placement
Memorandum dated July 27, 2006. Placement Agent agrees to act in
such capacity and to use its best efforts to find purchasers for
the Units in accordance with the terms of this
Agreement.
2.
Placement Agent shall receive a cash commission equal to 8% of
total gross funding and 8% warrant coverage of gross funding
provided by Placement Agent. The Company shall issue Placement
Agent a Warrant exercisable at $2.00 per share of Commons Stock and
expiring at the latest date of any securities issued in such 48
months after the Closing of such funding (the
“Warrant”). The shares of common stock that underlie
Warrant shall have “Piggyback Registration Rights”.
Company warrants that the Warrant issued to Placement Agent under
this Agreement by the Company shall be or have been validly issued,
and that the Company’s board of directors has or shall have
duly authorized the issuance and any transfer of the Warrant to
Placement Agent.
3.
Placement Agent is not responsible for any costs, expenses or
charges incurred by the Company in connection with the Offering
including, without limitation, state “blue sky”
securities, federal securities, attorneys’, accounting or
document preparation or negotiation fees.
4.
The Company agrees to indemnify and hold harmless Placement
Agen
