Ournett Holdings, Inc. S-1/A


Exhibit 4.2


   





 SUBSCRIPTION AGREEMENT 


   


 OURNETT HOLDINGS, INC. 


   


 Ournett
Holdings, Inc. (the "Company")  has authorized for sale 287,500
shares of common stock, $0.00001 par value common stock (“Common Stock”), on a “best efforts” basis for
the maximum offering of $4,025. The shares of Common Stock offered for sale by the Company are hereinafter referred to as the
Shares. The undersigned hereby subscribes for the Shares (as defined on the signature page
attached hereto) of common stock for the Subscription Price (as defined on the signature
page attached hereto). 


   


 The undersigned
agrees to pay the Subscription Price for the Shares being purchased hereunder. The entire purchase price is due and payable upon
the submission of this Subscription Agreement and shall be payable by wire transfer or check. However, in such event that the
Subscription Price has been previously paid, then the Subscription Price shall be deemed fully paid.   


   


 The
Company has the right to reject this subscription in whole or in part. 


   


 The
undersigned acknowledges that the Shares being purchased hereunder and its component securities will not be registered under the
Securities Act of 1933 (the "Act"), or the securities laws of any state (the “State Acts”), in reliance
upon an exemption from the registration requirements of the Act and the State Acts; that absent an exemption from registration
contained in the Act and the State Acts, the Shares, would require registration; and that the Company's reliance upon such exemptions
is based, in material part, upon the undersigned's representations, warranties, and agreements contained in this Subscription
Agreement. 


   


 1.The
undersigned represents, warrants, and agrees as follows: 


   


 a.The
undersigned agrees that this Subscription Agreement is and shall be irrevocable. 


   


 b.The
undersigned has been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and
conditions of this Offering and to obtain such additional information, to the extent the Company possesses such information or
can acquire it without unreasonable effort or expense, necessary to verify the accuracy of same as the undersigned reasonably
desires in order to evaluate the investment. Notwithstanding the foregoing, the only information upon which the undersigned has
relied is that provided by the Company and the associated risk factors. The undersigned has received no representations or warranties
from the Company, its employees, agents or attorneys, in making this investment decision other than as set forth in written materials.
The undersigned does not desire to receive any further information. 


   


 c.The
undersigned is aware that the purchase of the Shares is a  speculative investment involving a high degree of risk,
that there is no guarantee that the undersigned will realize any gain from this investment, and that the undersigned could lose
the total amount of this investment. 


   





   




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 d.The
undersigned understands that no federal or state agency has made any finding or determination regarding the fairness of the Shares
for investment, or any recommendation or endorsement of the Share. 


   


 e.The
undersigned is purchasing the Shares for the undersigned's own account, with the intention of holding the Shares with no present
intention of dividing or allowing others to participate in this investment or of reselling or otherwise participating, directly
or indirectly, in a distribution of the Shares, and shall not make any sale, transfer, or pledge thereof without registration
under the Act and any applicable securities laws of any state or unless an exemption from registration is available under those
laws. 


   


 f.The
undersigned represents that if an individual, he has adequate means of providing for his or her current needs and personal and
family contingencies and has no need for liquidity in this investment in the Shares. The undersigned has no reason to anticipate
any material change in his or her personal financial condition for the foreseeable future. 


   


 g.The
undersigned is financially able to bear the economic risk of this investment, including the ability to hold the Shares indefinitely,
or to afford a complete loss of his investment in the Shares. 


   


 h.The
undersigned represents that the undersigned's overall commitment to investments which are not readily marketable is not disproportionate
to the undersigned's net worth, and the undersigned's investment in the Shares will not cause such overall commitment to become
excessive. The undersigned understands that the statutory basis on which the Shares are being sold to the undersigned and others
would not be available if the undersigned's present intention were to hold the Shares for a fixed period or until the occurrence
of a certain event. The undersigned realizes that in the view of the Securities and Exchange Commission (the “Commission”),
a purchase now with a present intent to resell by reason of a foreseeable specific contingency or any anticipated change in the
market value, or in the condition of the Company, or that of the industry in which the business of the Company is engaged or in
connection with a contemplated liquidation, or settlement of any loan obtained by the undersigned for the acquisition of the Shares,
and for which such Shares may be pledged as security or as donations to religious or charitable institutions for the purpose of
securing a deduction on an income tax return, would, in fact, represent a purchase with an intent inconsistent with the undersigned's
representations to the Company, and the Commission would then regard such sale as a sale for which the exemption from registration
is not available. The undersigned will not pledge, transfer or assign this Subscription Agreement. 


   










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 i.The
undersigned represents that the funds provided for this investment are either separate property of the undersigned, community
property over which the undersigned has the right of control, or are otherwise funds as to which the undersigned has the sole
right of management. The undersigned is purchasing the Shares with the funds of the undersigned and not with the funds of any
other person, firm, or entity and is acquiring the Shares for the undersigned's account. No person other than the undersigned
has any beneficial interest in the Shares being purchased hereunder. 


   


 j.The
address shown under the undersigned's signature at the end of this Subscription Agreement is the undersigned's principal residence
if he or she is an individual, or its principal business address if it is a corporation or other entity. 


   


 k.The
undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and
risks of an investment in the Shares. 


   


 l.The
undersigned acknowledges that the certificates for the Shares which the undersigned will receive will contain a legend substantially
as follows: 


   


			 THE
                                         SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
                                         SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES HAVE BEEN ACQUIRED
                                         FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT
                                         BE SOLD, TRANSFERRED, MADE SUBJECT TO A SECURITY INTEREST, PLEDGED, HYPOTHECATED OR OTHERWISE
                                         DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"),
                                         AS AMENDED, OR EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
                                         UNDER SUCH ACT. 



   


 The
undersigned further acknowledges that a stop transfer order will be placed upon the certificates for the securities in accordance
with the Act. The undersigned further acknowledges that the Company is under no obligation to aid the undersigned in obtaining
any exemption from registration requirements. 


   


 m. The
undersigned represents that he is an “accredited investor” as that term is defined under the Act. 


   


 2.The
undersigned expressly acknowledges and agrees that the Company is relying upon the undersigned's representations contained in
the Subscription Agreement. 





   




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 3.The
Company has been duly and validly incorporated and is validly existing and in good standing as a corporation under the laws of
the State of Nevada. The Company represents that it has all requisite power and authority, and all necessary authorizations, approvals
and orders required as of the date hereof to enter into this Subscription Agreement and to be bound by the provisions and conditions
hereof. 


   


 4.Except
as otherwise specifically provided for hereunder, no party shall be deemed to have waived any of his or its rights hereunder or
under any other agreement, instrument or papers signed by any of them with respect to the subject matter hereof unless such waiver
is in writing and signed by the party waiving said right. Except as otherwise specifically provided for hereunder, no delay or
omission by any party in exercising any right with respect to the subject matter hereof shall operate as a waiver of such right
or of any such other right. A waiver on any one occasion with respect to the subject matter hereof shall not be construed as a
bar to, or waiver of, any right or remedy on any future occasion. All rights and remedies with respect to the subject matter hereof,
whether evidenced hereby or by any other agreement, instrument, or paper, will be cumulative, and may be exercised separately
or concurrently. 


   


 5.The
parties have not made any representations or warranties with respect to the subject matter hereof not set forth herein, and this
Subscription Agreement, together with any instruments or documents executed simultaneously herewith in connection with this offering,
constitutes the entire agreement between them with respect to the subject matter hereof. All understandings and agreements heretofore
had between the parties with respect to the subject matter hereof are merged in this Subscription Agreement and any such instruments
and documents, which alone fully and completely expresses their agreement. 


   


 6.This
Subscription Agreement may not be changed, modified, extended, terminated or discharged orally, but only by an agreement in writing,
which is signed by all of the parties to this Subscription Agreement. 


   


 7.The
parties agree to execute any and all such other further instruments and documents, and to take any and all such further actions
reasonably required to effectuate this Subscription Agreement and the intent and purposes hereof. 


   


 8.This
Subscription Agreement shall be governed by and construed in accordance with the laws of the State of New York and the undersigned
hereby consents to the jurisdiction of the courts of the State of New York and the United States District Courts situated therein. 


   


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 EXECUTION
BY SUBSCRIBER 


   


 $________  4,025______________
($0.014 per share) (the “Subscription Price”) 


   


 Shares____287,500_____
(determined by dividing the above subscription amount by $0.014) (the “Shares”) 


   


 Josep
Corominas    


   











 Exact
Name in Which Title is to be Held 


   


 /s/
Josep Corominas 


   






 (Signature) 


   





   



  Name
and Title (if applicable) 


   





   






 Address:
Number and Street 


   







   





   






	   

                            City 
	 State 	 Zip Code 



   





   


   





   






 Social
Security Number or Tax Identification Number 


   


   


 Accepted
this 6th day of March, 2014 on behalf of Ournett Holdings, Inc.    





	   	   	
	   	   	   
	   	   	 By: 	 /s/
     Fernando Koatz 
	   	   	 Name: 	 Fernando Koatz 
	   	   	 Title: 	 CFO 










   


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