SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT

FOR

Arrakis Mining Research Inc.

Persons interested in purchasing shares of Arrakis Mining Research Inc., (the

“Company”) must complete and return this Subscription Agreement along with their certified

check, bank draft, or money order to:

Arrakis Mining Research Inc.

X/X Xxx Xxxxx

000 – 000 Xxxxxxxx Xxxxxxx

Xxxxxx, XX

X0X 0X0

Subject only to acceptance hereof by the Company in its discretion, the undersigned (the

“Purchaser”) hereby subscribes for the number of shares and at the aggregate subscription price

set forth below.

An accepted copy of this Agreement will be returned to the Subscriber as a receipt, and

the physical stock certificates shall be delivered to each Subscriber within sixty (60) days of the

date the Subscription Agreement is accepted by the Issuer.

By execution below, the undersigned acknowledges that the Company is relying upon the

accuracy and completeness of the representations contained herein in complying with its

obligations under applicable securities laws.

Subscription.

1.1

The Purchaser, intending to be legally bound hereby, hereby tenders this

subscription for the purchase of 20,000 shares (“Shares”) of the common stock

(“Stock”) with a par value of $0.0001 of Arrakis Mining Research Inc., a

Florida corporation (the “Company”), at a price of $0.025 per Share on the terms

and conditions set forth below.

1.2

A certified check or other form of payment payable to “Arrakis Mining

Research Inc.” in the amount of USD $500.00 is delivered herewith together

with completed copies of all applicable Subscription Documents.

1.3

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE

“SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAW OR

UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND

ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM

THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND

SUCH LAWS. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN

APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES

AND EXCHANGE COMMISSION OR ANY STATE SECURITIES

COMMISSION NOR HAS THE SECURITIES AND EXCHANGE

COMMISSION PASSED UPON OR ENDORSED THE MERITS OF THIS

OFFERING. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL

OFFENSE. THESE ARE SPECULATIVE SECURITIES.

1.4

The Purchaser acknowledges that the Company is a start-up, development Stage

Company with no operating history or revenues, and there can be no assurances

that the Company will ever develop operations. The Purchaser acknowledges that

an investment in the Shares is extremely speculative and that there is a substantial

likelihood that the investor will lose his or her entire investment. The purchase of

the Company stock involves a high degree of risk and should be considered only

by persons who can reasonably afford a loss of their investment.

1.5

The Company has nominal cash assets. The business contemplated by the

Company will require project financings in addition to the proceeds from the sale

of the Securities. There can be no assurances that such additional project

financings will be obtained on terms favorable to the Company or at all, or that

the transactions contemplated by these agreements will ever result in revenues to

the Company. The Purchaser acknowledged that, even upon the purchase of the

Securities, there can be no assurances that the Company will be able to

accomplish any of its goals. The Purchaser assumes all the obligations and risks

of investigating and conducting due diligence on the matters described

concerning the Company.

1.6

The Company intends to use the net proceeds from the sale of the Securities, after

deduction for miscellaneous costs related to the sale of the Securities, as working

capital to accomplish its objectives. There can be no assurances that the Company

will be able to accomplish any of its objectives.

1.7

Purchaser expressly covenants and agrees that it will reasonably regard and

preserve as confidential any and all information, including but not limited to trade

secrets, marketing and sales information, pertaining to the Company’s business,

including, but not limited to the information contained in the Company’s business

plan (if available) and such other information relating thereto which may be

provided, directly or indirectly, to the Purchaser (“Confidential Information”).

Purchaser further covenants that it shall not, without the written authority of the

Company, use for Purchaser’s own benefit or purposes or disclose to others, at

any time, any such Confidential Information. In the event that Purchaser shall not

purchase the Securities on the terms and conditions described in this Subscription

Agreement, or upon request of the Company, Purchaser shall return to the

Company all written information provided to Purchaser by or regarding Company,

and shall not retain any copies or record (electronic or otherwise) thereof.

1.8

The Company has arbitrarily determined the offering price per share. Among the

factors considered were estimates made by the principals as to the future

prospects of the Company and its operations, expenses and potential revenues.

Such estimates were prepared by the principals based upon projections. There

can be no assurances the projections prepared by the Company will be achieved.

1.9

The Company has not undertaken, and will have no obligation, to register any of

the Shares under the 1933 Act.

Representations and Warranties.

The Purchaser hereby represents and warrants to the Company as follows:

2.1

The principal amount of the securities subscribed for by the Purchaser does not

exceed ten percent (10%) of the Purchaser’s net worth.

2.2

The Purchaser has either a pre-existing personal or business relationship with the

Company and its officers, directors and controlling persons or by reason of his

business or financial expertise has the capacity to protect his own interest in

connection with this transaction.

2.3

The Purchaser is acquiring the securities solely for the Purchasers own account

for investment purposes as a principal and not with a view to resale or distribution

of all or any part thereof. The Purchaser is aware that there are legal and practical

limits on the Purchaser’s ability to sell or dispose of the securities, and, therefore,

that the Purchaser must bear the economic risk of the investment for an indefinite

period of time.

2.4

The Purchaser has reached the age of majority (if an individual) according to the

laws of the state or province in which they reside and has adequate means of

providing for the Purchaser’s current needs and possible personal contingencies

and has need for only limited liquidity of this investment, The Purchaser’s

commitment to liquid investments is reasonable in relation to the Purchaser’s net

worth.

2.5

The Purchaser understands that the securities are being offered and sold in

reliance on specific exemptions from the registration requirements of federal and

state law and that the representations, warranties, agreements. Acknowledgments

and understandings set forth herein are required in order to determine the

applicability of such exemptions and the suitability of the Purchaser to acquire

such securities.

2.6

The Purchaser is not relying on the Company with respect to the tax and other

economic considerations relating to this investment. In regard to such

considerations, the Purchaser has relied on the advice of, or has consulted with,

his or her own personal tax, investment or other advisors.

2.7

The Purchaser, if executing this Subscription Agreement in a representative or

fiduciary capacity, has full power and authority to execute and deliver this

Subscription Agreement and each other document included as an exhibit to this

Subscription Agreement for which a signature is required in such capacity and on

behalf of the subscribing individual, partnership, trust, estate, corporation or other

entity for whom or which the Purchaser is executing this Subscription Agreement.

2.8

If the Purchaser is a corporation, the Purchaser is duly and validly organized,

validly existing and in good tax and corporate standing as a corporation under the

laws of the jurisdiction of its incorporation with full power and authority to

purchase the securities to be purchased by it and to execute and deliver this

Subscription Agreement.

2.9

If the Purchaser is a partnership, the representations, warranties, agreements and

understandings set forth above are true with respect to all partners in the

Purchaser (and if any such partner is itself a partnership, all persons holding an

interest in such partnership, directly or indirectly, including through one or more

partnerships), and the person executing this Subscription Agreement has made

due inquiry to determine the truthfulness of the representations and warranties

made hereby.

2.10 Within five (5) days after receipt of a request from the Company, the Purchaser

will provide such information and deliver such documents as may reasonably be

necessary to comply with any and all laws and ordinances to which the Company

is subject.

2.11 The Purchaser has been granted the opportunity to conduct a full and fair

examination of the records, documents and files of the Company, to ask questions

of and receive answers from representatives of the Company, its officers,

directors, employees and agents concerning the terms and conditions of this

offering, the Company and its business and prospects, and to obtain any

additional information which the Purchaser deems necessary to verify the

accuracy of any information received.

2.12 The securities were not offered to the Purchaser through an advertisement in

printed media of general and regular circulation, radio or television.

2.13 The Purchaser has relied completely on the advice of, or has consulted with, his

own personal tax, investment, legal or other advisors and has not relied on the

Company or any of its affiliates, officers, directors, attorneys, accountants or any

affiliates of any thereof and each other person, if any, who controls any thereof,

within the meaning of Section 15 of the Securities Act, except to the extent such

advisors shall be deemed to be as such.

2.14 The Purchaser has such experience in business and financial matters that it is

capable of evaluating the merits and risks of an investment in the securities. The

Purchaser acknowledges that the securities are speculative and involve a high

degree of risk, including the potential loss of the Purchaser’s investment herein

and the Purchaser has taken cognizance of and understands the risk factors related

to the purchase of the securities.

Acknowledgments.

The Purchaser is aware that:

3.1

The Purchaser recognizes that investment in the Company involves certain risks,

including the potential loss by the Purchaser of interest on their investment

herein, and the Purchaser has taken full cognizance of and understands all of the

risk factors related to the purchase of the securities. The Purchaser recognizes that

the information set forth in this Subscription Agreement does not purport to

contain all the information, which would be contained in a registration statement

under the Securities Act.

3.2

No federal or state agency has passed upon the securities or made any finding or

determination as to the fairness of this transaction.

3.3

The securities and any component thereof have not been registered under the

Securities Act or any applicable state securities laws by reason of exemptions

from the registration requirements of the Securities Act and such laws, and may

not be sold, pledged, assigned or otherwise disposed of in the absence of an

effective registration statement for the securities and any component thereof

under the Securities Act or unless an exemption from such registration is

available.

3.4

There currently is no market for the Company’s securities. There can be no

assurances that a market for the Company’s securities will ever develop or if

developed, be sustained in the future. Consequently, the Purchaser may never be

able to liquidate the Purchaser’s investment and the Purchaser may bear the

economic risk of the Purchaser’s investment for an indefinite period of time.

3.5

The certificates for the securities will bear the following legend to the effect that:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE

HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT

OF 1933 (THE “ACT”). THE SECURITIES HAVE BEEN

ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD,

TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN

THE ABSENCE OF A CURRENT AND EFFECTIVE

REGISTRATION STATEMENT UNDER THE ACT WITH

RESPECT TO SUCH SHARES, OR AN OPINION SATISFACTORY

TO THE ISSUER AND ITS COUNSEL TO THE EFFECT THAT

REGISTRATION IS NOT REQUIRED UNDER THE ACT.

3.6

The Company may refuse to register any transfer of the securities not made in

accordance with the Securities Act and the rules and regulations promulgated

thereunder.

Acceptance of Subscription.

The Purchaser hereby confirms that the Company has full right in its sole discretion to

accept or reject the subscription of the Purchaser, provided that if the Company decides to reject

such subscription, the Company must do so promptly and in writing. In the case of rejection, any

cash payments and copies of all executed Subscription Documents will be promptly returned

(without interest or deduction in the case of cash payments).

Indemnification.

The Purchaser agrees to indemnify and hold harmless the Company as well as the

affiliates, officers, directors, partners, attorneys, accountants and affiliates if any thereof and

each other person, if any, who controls any thereof, within the meaning of Section 15 of the

Securities Act, against any and all loss, liability, claim, damage and expense whatsoever

(including, but not limited to, any and all expenses reasonably incurred in investigating,

preparing or defending against any litigation commenced or threatened or any claim whatsoever)

arising out of or based upon any allegedly false representation or warranty or breach of or failure

by the Purchaser to comply with any covenant or agreement made by the Purchaser herein or in

any other document furnished by the Purchaser to any of the foregoing in connection with this

transaction.

Irrevocability

The Purchaser hereby acknowledges and agrees, subject to the provisions of any

applicable state securities laws providing for the refund of subscription amounts submitted by

the Purchaser, if applicable, that the subscription hereunder is irrevocable and that the Purchaser

is not entitled to cancel, terminate or revoke this Subscription Agreement and that this

Subscription Agreement shall survive the death or disability of the Purchaser and shall be

binding upon and inure to the benefit of the Purchaser, and the Purchasers respective heirs,

executors, administrators., successors, legal representatives and assigns. If the Purchaser is more

than one person, the obligations of the Purchaser hereunder shall be joint and several, and the

agreements, representations, warranties and acknowledgments herein contained shall be deemed

to be made by and be binding upon each such person and each such person’s heirs, executors,

administrators, successors, legal representatives and assigns.

Modification.

Neither this Subscription Agreement nor any provisions hereof shall be waived,

modified, discharged or terminated except by an instrument in writing signed by the party

against whom any such waiver, modification, discharge or termination is sought.

Notices.

Any notice, demand or other communication which any party hereto may be required or

may elect to give anyone interested hereunder shall be sufficiently given if. (a) deposited,

postage prepaid, in a Canadian or United States mail box, stamped registered or certified mail,

return receipt requested, and addressed, in the case of the Company, to the address given in the

preamble hereof, and, if to the Purchaser, to the address set forth hereinafter; or (b) delivered

personally at such address.

Counterparts.

This Subscription Agreement may be executed through the use of separate signature

pages or in any number of counterparts, and each of such counterparts shall, for all purposes,

constitute an agreement binding on all parties, notwithstanding that all parties are not signatories

to the same counterpart.

10.

Entire Agreement.

This Subscription Agreement contains the entire agreement of the parties with respect to

the subject matter hereof, and there are no representations, warranties, covenants or other

agreements except as stated or referred to herein.

11.

Severability.

Each provision of this Subscription Agreement is intended to be severable from every

other provision and the invalidity or illegality of the remainder hereof

12.

Transferability; Assignability.

This Subscription Agreement is not transferable or assignable by the Purchaser.

13.

Applicable Law and Forum.

This Subscription Agreement and all rights hereunder shall be governed by, and

interpreted in accordance with the laws of the State of Florida. The federal and state courts of the

State of Florida shall have sole and exclusive jurisdiction over any dispute arising from this

Offering and this Subscription Agreement.

14.

Subscription Information.

14.1 Minimum Subscription - There is no minimum subscription amount, although the

Issuer reserves the right to reject any subscription. In connection with this

subscription the undersigned hereby subscribes to the number of Shares shown in

the table set forth below. Proceeds from this Offering will be used

immediately following subscription.

14.2 Limitations in Certain States - Depending on the state or province of residence of

a Subscriber, there may be certain investor suitability qualifications and

numerical limitations imposed on the Company in order to qualify the offering as

exempt from securities registration within such state(s). All Subscriptions shall be

subject to all such applicable state securities laws and regulations.

(Signature Pages Follow)

IN WITNESS WHEREOF, the undersigned Purchaser does represent and certify under

penalty of perjury that the foregoing statements are true and correct and that he has (they have)

by the following signature(s) executed this Subscription Agreement this _______________ day

of ______________________, 2013.

INDIVIDUAL

Address to which Correspondence

Should be directed

Signature (Individual)

Name

Street Address

City, State (Prov) and Zip Code

Name(s) Typed or Printed

Tax Identification or Social Security

Number

Telephone Number

ACCEPTANCE

This Subscription Agreement is accepted as of the ________ day

of__________________, 2013.

Arrakis Mining Research Inc.

A Florida corporation

______________________________________

Xxxxxxx Xxxxx

CEO

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SUBSCRIPTION AGREEMENT

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