cyberinfoexh10_5.htm


    
      

    

    Exhibit 10.5

     

     

    
      CYBER
INFORMATIX, INC.

      Subscription
Agreement

      _____________________________________________________________________________________________



    THIS
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN
AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN)
PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “1933 ACT”).

    


    NONE
OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES
HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND,
UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN
THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE
WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS.  IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY
NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.

    


     

    SUBSCRIPTION
AGREEMENT

     

    


    
      	
              TO:

            	
              Cyber Informatix,
      Inc.

            	
              Cyber
      Informatix, Inc.

            
	 
      	
              Office
      of the Secretary/Treasurer:

            	
              Registered
      Corporate Office:

            
	 
      	
              10
      Cedar Meadow Drive

            	
              Spiegal
      & Ultrera Law Firm

            
	 
      	
              Regina,
      Sask.  S4X 3J6

            	
              1785
      E Sahara Drive

            
	 
      	
              Canada

            	
              Las
      Vegas, Nevada 89120

              USA

            


    

     

     

     

     

    RE:  PURCHASE OF
SHARES OF COMMON STOCK

     

    
      	
              1.

            	
              Subscription

            


    

     

    1.1                 The
Subscriber hereby irrevocably subscribes for and agrees to purchase (such
subscription and agreement to purchase being the “Subscription”) from Cyber Informatix, Inc. (the
“Company”), subject to the terms and conditions set forth herein __________________ shares (the
“Shares“) at the price per Share of USD $0.01
the total purchase price of USD$_______________________
(the “Subscription Proceeds”).  Subject to the terms hereof, this
subscription will be effective upon its acceptance by the Company.

     

    
      	
              2.

            	
              Interpretation

            


    

     

    2.1                 In
this Agreement, unless the context or subject matter otherwise
requires:

     

    
      	
               
      

            	
              (a)

            	
              “Agreement”
      means the agreement between the Company and the undersigned hereby
      constituted;

            


    

     

    
      	
               
      

            	
              (b)

            	
              “Saskatchewan
      Act” means the Securities Act
      (Saskatchewan)

            


    

     

    
      	
               
      

            	
              (c)

            	
              “Subscriber”
      means the undersigned subscriber for Shares whose name and address are set
      forth on page 11 hereof;

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


        
          CYBER INFORMATIX,
INC.

          Subscription
Agreement

          _____________________________________________________________________________________________

        

      

    

    
       

      
        	
                 
      

              	
                (c)

              	
                “Subscriber”
      means the undersigned subscriber for Shares whose name and address are set
      forth on page 11 hereof;

              


      

    

     

    
      	
               
      

            	
              (d)

            	
              “U.S.
      Person” shall have the meaning ascribed thereto in Regulation S under
      the 1933 Act, and for the purpose of the Agreement includes any person in
      the United States.

            


    

     

    2.2                 In
this Agreement, words importing the singular number only shall include the
plural and vice versa, words importing gender shall include all genders and
words importing persons shall include individuals, corporations, partnerships,
associations, trusts, unincorporated organisations, governmental bodies and
other legal or business entities of any kind whatsoever.

     

    2.3                 Any
reference to currency is to the currency of the United States of America unless
otherwise indicated.

     

    2.4                 In
the event that any day on or before which any action is required to be taken
hereunder is not a business day, then such action shall be required to be taken
at or before the requisite time on the next succeeding day that is a business
day.  For the purposes of this Agreement, “business day” means a day
which is not Saturday or Sunday or a statutory holiday in the jurisdiction where
the subscription agreement is executed.  

     

    
      	
              3.

            	
              Payment and Use of
      Subscription Proceeds

            


    

     

    3.1                 The
Subscription Proceeds must accompany this Subscription and shall be paid in
United Sates Dollars by certified cheque, money order, or bank draft drawn on a
Canadian or U.S. chartered bank made payable to the Company and delivered to the
Company or its lawyers or may be wired directly to either one of them, or in
such other manner as may be specified by the Company.  If the
Subscription Proceeds are delivered to the Company’s lawyers, the Subscriber
authorizes the Company’s lawyers to deliver the Subscription Proceeds to the
Company on the Closing Date (as defined herein).

     

    3.2                 Where
the Subscription Proceeds is paid to the Company, the Company is entitled to
treat such Subscription Proceeds as an interest free loan to the Company until
such time as the Subscription is accepted and the Shares have been issued to the
Subscriber at which time the Subscription Proceeds will be deemed to have been
paid in full consideration for the Shares.

     

    3.3                 In
the event that this Agreement is not accepted by the Company within 30 days of
the delivery of an executed Agreement by the Subscriber, this Agreement, the
Subscription Proceeds and any other documents delivered in connection herewith
will be returned to the Subscriber at the address of the Subscriber set forth on
the signature page 11 of this Agreement.

     

    3.4                 Subject
to applicable Legislation, this Subscription is and shall be irrevocable except
that the Subscriber shall have no obligations hereunder in the event this
Subscription is not accepted for any reason.

    

      
        
           


        

        
          2

          
            

          

        

        
           


          
            CYBER INFORMATIX,
INC.

            Subscription
Agreement

            _____________________________________________________________________________________________

          

        

      

    

     

    
      
        	
                4.

              	
                Direction and Required
      Documentation

              


      

       

      4.1                 The
Subscriber must complete, sign and return two (2) executed copies of this
Agreement to the Company together with a direction to the Company with respect
to registration and delivery instructions in the form attached as
Schedule “1”.

    

     

    4.2                 The
Subscriber shall complete, sign and return to the Company as soon as possible,
on request by the Company, any documents, questionnaires, notices and
undertakings as may be required by regulatory authorities, stock exchanges and
applicable law.

     

    
      	
              5.

            	
              Closing

            


    

     

    
      	
              5.1

            	
              The
      closing (the “Closing”) of the offering of the Shares will take place
      on

               

              June 30, 2008
      (the “Closing Date”), or such other date as may be determined by the
      Company.

            


    

     

    
      	
              6.

            	
              Covenants,
      Representations and Warranties of
  Subscriber

            


    

     

    6.1                 The
Subscriber hereby covenants, represents and warrants to and with the Company
(which covenants, representations and warranties are true and correct as at the
date hereof and shall survive the acceptance, if any, by the Company, of this
Subscription in whole or in part) that:

     

    
      	
               
      

            	
              (a)

            	
              the
      Subscriber is not a U.S. Person;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Subscriber is not acquiring the Shares for the account or benefit of,
      directly or indirectly, any U.S.
Person;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Subscriber is resident in the jurisdiction set out under the heading “Name
      and Address of Subscriber” on the signature page of this Agreement and the
      sale of the Shares to the Subscriber as contemplated in this Agreement
      complies with or is exempt from the applicable securities legislation of
      the jurisdiction of residence of the
Subscriber;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Subscriber, if an individual, has attained the age of
      majority;

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      Subscriber, if a corporation, partnership, unincorporated association or
      other entity, is legally competent to execute this Agreement, to take all
      actions required pursuant hereto, and the execution and delivery of this
      subscription by the Subscriber has been duly and validly
      authorized;

            


    

     

    
      	
               
      

            	
              (f)

            	
              the
      entering into of this Agreement and the transactions contemplated hereby
      do not result in the violation of any of the terms and provisions of any
      law applicable to, or the constating documents of, the Subscriber or of
      any agreement, written or oral, to which the Subscriber may be a party or
      by which the Subscriber is or may be
bound;

            


    

     

    

      
        
           


        

        
          3

          
            

          

        

        
           


          
            CYBER INFORMATIX,
INC.

            Subscription
Agreement

            _____________________________________________________________________________________________

          

        

      

    

     

    
      	
               
      

            	
              (g)

            	
              the
      Subscriber has duly executed and delivered this Agreement and it
      constitutes a valid and binding agreement of the Subscriber enforceable
      against the Subscriber;

            


    

     

    
      	
               
      

            	
              (h)

            	
              the
      Subscriber is purchasing the Shares as a principal (and not as an agent)
      for investment purposes only with no intention or view to reselling or
      distributing any portion
      or beneficial interest in the Shares and the Subscriber will be the
      beneficial owner of any Shares to be issued to the Subscriber if, as and
      when this Subscription is accepted by the Company in whole or in
      part;

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Subscriber is not an underwriter of, or dealer in, the common shares of
      the Company, nor is the Subscriber participating, pursuant to a
      contractual agreement or otherwise, in the distribution of the
      Shares;

            


    

     

    
      	
               
      

            	
              (j)

            	
              the
      Subscriber is familiar with the aims and objectives of the Company and the
      proposed use of the proceeds received by the Company from the sale of the
      Shares and is aware of the risk and other characteristics of his
      investment in the Shares including the risk that no market for the Shares
      may ever exist;

            


    

     

    
      	
               
      

            	
              (k)

            	
              the
      Subscriber is outside the United States when receiving and executing this
      Agreement;

            


    

     

    
      	
               
      

            	
              (l)

            	
              the
      Subscriber has made an independent examination and investigation of an
      investment in the Shares and the Company and has depended on the advice of
      its legal and financial advisors and agrees that the Company will not be
      responsible in anyway whatsoever for the Subscriber’s decision to invest
      in the Shares and the Company;

            


    

     

    
      	
               
      

            	
              (m)

            	
              it
      has the requisite knowledge and experience in financial and business
      matters as to be capable of evaluating the merits and risks of the
      investment in the Shares and the
Company;

            


    

     

    
      	
               
      

            	
              (n)

            	
              the
      Subscriber (i) has adequate net worth and means of providing for its
      current financial needs and possible personal contingencies, (ii) has no
      need for liquidity in this investment, and (iii) is able to bear the
      economic risks of an investment in the Shares for an indefinite period of
      time;

            


    

     

    
      	
               
      

            	
              (o)

            	
              it
      understands and agrees that the Company and others will rely upon the
      truth and accuracy of the acknowledgements, representations and agreements
      contained in this Agreement and agrees that if any of such
      acknowledgements, representations and agreements are no longer accurate or
      have been breached, it shall promptly notify the
  Company;

            


    

     

    
      	
               
      

            	
              (p)

            	
              the
      Subscriber is acquiring the Shares pursuant to an exemption from the
      registration and prospectus requirements of the securities legislation in
      all jurisdictions relevant to this Subscription.  As a
      consequence, the Subscriber acknowledges that the Subscriber will not be
      entitled to use most of the civil remedies available under the applicable
      securities regulations and the Subscriber will not receive information
      that would otherwise be required to be provided to
  

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


        
          CYBER INFORMATIX,
INC.

          Subscription
Agreement

          _____________________________________________________________________________________________

        

      

    


     

    
      	
               
      

            	
              him
      or her pursuant to the applicable securities regulations.  The
      Subscriber understands that the exemption from the registration and
      prospectus requirements of the Saskatchewan Act is premised on the fact
      that the Subscriber has a close personal relationship with one or more of
      the directors and/or senior officers of the Company and, on this basis the
      Subscriber does not require the protection of the applicable securities
      regulations.  In this regard, the Subscriber represents to the
      Company that the Subscriber is, or is a private company wholly-owned and
      controlled by one or more persons all of whom are (check one or more of the
      following boxes) a:

            


    

     

    
      	 -	 a close
      personal friend	 o
	 - 	 a close
      relative	 o
	 -	 a close
      business associate	 o


    

     

       of the
following directors or senior officers of the Company:

     

      
________________________________________________________

     

       ________________________________________________________

     

      
________________________________________________________

     

       (Fill in the name of each director
and/or senior officer which you have the above-mentioned relationship
with); and

     

    
      	
               
      

            	
              (q)

            	
              should
      there be any change in any of the information which the Subscriber has
      provided to the Company prior to the acceptance by the Company of this
      subscription, the Subscriber will immediately provide such information to
      the Company by telephone prior to such acceptance and will confirm such
      information in writing.

            


    

     

    
      	
              7.

            	
              Acknowledgements of
      the Subscriber

            


    

     

    7.1                 The
Subscriber acknowledges that:

     

    
      	
               
      

            	
              (a)

            	
              none
      of the Shares have been registered under the 1933 Act, or under any state
      securities or “blue sky” laws of any state of the United States, and,
      unless so registered, may not be offered or sold in the United States or,
      directly or indirectly, to U.S. Persons except in accordance with the
      provisions of Regulation S, pursuant to an effective registration
      statement under the 1933 Act, or pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the 1933 Act
      and in each case only in accordance with applicable state securities
      laws;

            


    

     

    

      
        
           


        

        
          5

          
            

          

        

        
           


          
            CYBER INFORMATIX,
INC.

            Subscription
Agreement

            _____________________________________________________________________________________________

          

        

      

    

     

    
      
        	
                 
      

              	
                (b)

              	
                the
      Subscriber acknowledges that the Company has not undertaken, and will have
      no obligation, to register any of the Shares under the 1933
      Act;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      Subscriber has received and carefully read this
  Agreement;

              


      

    

     

    
      	
               
      

            	
              (d)

            	
              there
      is no market for any Shares that may be issued to the Subscriber pursuant
      to acceptance of this Subscription (in whole or in part) and that no
      market for such Shares may ever
exist;

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      Company is a “private issuer” as that term is defined in the Saskatchewan
      Act and as such:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      securities of the Company cannot be transferred without the previous
      consent of the Company’s Board of Directors expressed by resolution of the
      Company’s Board of Directors, which consent is at the sole discretion of
      the Directors; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              there
      are restrictions on the number of shareholders of the
    Company;

            


    

     

    
      	
               
      

            	
              (f)

            	
              in
      addition to any restrictions imposed pursuant to paragraph 7.1(e) above,
      any transfer, resale or other subsequent disposition of the Shares may be
      subject to restrictions contained in securities legislation applicable to
      the holder of the Shares or to the proposed transferee, including, but not
      limited to, resale restrictions under the 1933 Act, the Saskatchewan Act.
      The Company is not a reporting issuer in any province or territory of
      Canada and, accordingly, any hold periods applicable to holders resident
      in Canada may never expire.  As such, the Shares may be subject
      to restrictions on resale for an indefinite period of
  time;

            


    

     

    
      	
               
      

            	
              (g)

            	
              the
      books and records of the Company were available upon reasonable notice for
      inspection, subject to certain confidentiality restrictions, by
      Subscribers during reasonable business hours at its principal place of
      business and that all documents, records and books in connection with the
      sale of the Shares hereunder have been made available for inspection by
      the Subscriber, the Subscriber’s attorney and/or
    advisor(s);

            


    

     

    
      	
               
      

            	
              (h)

            	
              by
      execution hereof the Subscriber has waived the need for the Company to
      communicate its acceptance of the purchase of the Shares pursuant to
      this  Agreement;

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Company is entitled to rely on the representations and warranties of the
      Subscriber contained in this Agreement and the Subscriber will hold
      harmless the Company from any loss or damage it or they may suffer as a
      result of the Subscriber’s failure to correctly complete this
      Agreement;

            


    

     

    
      	
               
      

            	
              (j)

            	
              the
      Subscriber will indemnify and hold harmless the Company and, where
      applicable, its respective directors, officers, employees, agents,
      advisors and shareholders from and against any and all loss, liability,
      claim, damage and expense whatsoever (including, but not limited to, any
      and all fees, costs and 

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


        
          CYBER INFORMATIX,
INC.

          Subscription
Agreement

          _____________________________________________________________________________________________

        

      

    


     

    
      	
               
      

            	
              expenses
      whatsoever reasonably incurred in investigating, preparing or defending
      against any claim, lawsuit, administrative proceeding or investigation
      whether commenced or threatened) arising out of or based upon any
      representation or warranty of the Subscriber contained herein or in any
      document furnished by the Subscriber to the Company in connection herewith
      being untrue in any material respect or any breach or failure by the
      Subscriber to comply with any covenant or agreement made by the Subscriber
      to the Company in connection
therewith;

            


    

     

    
      	
               
      

            	
              (k)

            	
              the
      Subscriber has been advised to consult its own legal, tax and other
      advisors with respect to the merits and risks of an investment in the
      Shares and with respect to applicable resale restrictions and it is solely
      responsible (and the Company is not in any way responsible) for compliance
      with applicable resale
restrictions;

            


    

     

    
      	
               
      

            	
              (l)

            	
              the
      Subscriber is outside the United States when receiving and executing this
      Agreement and is acquiring the Shares as principal for its own account,
      for investment purposes only, and not with a view to, or for, resale,
      distribution or fractionalization thereof, in whole or in part, and no
      other person has a direct or indirect beneficial interest in such
      Shares;

            


    

     

    
      	
               
      

            	
              (m)

            	
              no
      person has made to the Subscriber any written or oral
      representations:

            


    

     

    
      	
               
      

            	
              (i)

            	
              that
      any person will resell or repurchase the
Shares;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              that
      any person will refund the Subscription Proceeds for the Shares other than
      as provided in this Agreement;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              as
      to the future price or value of the Shares;
or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              that
      the Shares will be listed and posted for trading on a stock exchange, that
      application has been made to list and post the Shares for trading on a
      stock exchange, or that application has been made to list and post the
      Shares for trading on a stock
exchange;

            


    

     

    
      	
               
      

            	
              (n)

            	
              the
      Subscriber has been advised that the business of the Company is in a
      start-up phase and acknowledges that there is no assurance that the
      Company will raise sufficient funds to adequately capitalise the business
      or that the business will be profitable in the
  future;

            


    

     

    
      	
               
      

            	
              (o)

            	
              none
      of the Shares may be offered or sold to a U.S. Person or for the account
      or benefit of a U.S. Person;

            


    

     

    
      	
               
      

            	
              (p)

            	
              neither
      the United States Securities and Exchange Commission nor any other
      securities commission or similar regulatory authority has reviewed or
      passed on the merits of the
Shares;

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


        
          CYBER INFORMATIX,
INC.

          Subscription
Agreement

          _____________________________________________________________________________________________

        

      

    

    
       

      
        	
                 
      

              	
                (q)

              	
                no
      documents in connection with the sale of the Shares hereunder have been
      reviewed by the Securities and Exchange Commission or any state securities
      administrators;

              


      

       

      
        	
                 
      

              	
                (r)

              	
                there
      is no government or other insurance covering any of the
      Shares;

              


      

    

     

    
      	
               
      

            	
              (s)

            	
              the
      Subscriber understands and agrees that offers and sales of any of the
      Shares prior to the expiration of a period of one year after the date of
      original issuance of the Shares (the “Restricted Period”) shall only be
      made in compliance with the safe harbor provisions set forth in Regulation
      S, pursuant to the registration provisions of the 1933 Act or an exemption
      therefrom, and that all offers and sales after the Restricted Period shall
      be made only in compliance with the registration provisions of the 1933
      Act or an exemption therefrom;

            


    

     

    
      	
               
      

            	
              (t)

            	
              the
      Subscriber understands and agrees not to engage in any hedging
      transactions involving any of the Shares unless such transactions are in
      compliance with the provisions of the 1933
Act;

            


    

     

    
      	
               
      

            	
              (u)

            	
              the
      Subscriber understands and agrees that the Company will refuse to register
      any transfer of the Shares not made in accordance with the provisions of
      Regulation S, pursuant to an effective registration statement under the
      1933 Act or pursuant to an available exemption from the registration
      requirements of the 1933 Act;

            


    

     

    
      	
               
      

            	
              (v)

            	
              the
      Subscriber acknowledges that he or she has not acquired the Shares as a
      result of, and will not itself engage in, any “directed selling efforts”
      (as defined in Regulation S under the 1933 Act) in the United States in
      respect of any of the Shares which would include any activities undertaken
      for the purpose of, or that could reasonably be expected to have the
      effect of, conditioning the market in the United States for the resale of
      any of the Shares; provided, however, that the Subscriber may sell or
      otherwise dispose of any of the Shares pursuant to registration of any of
      the Shares pursuant to the 1933 Act and any applicable state securities
      laws or under an exemption from such registration requirements and as
      otherwise provided herein;

            


    

     

    
      	
               
      

            	
              (w)

            	
              the
      statutory and regulatory basis for the exemption claimed for the offer and
      sale of the Shares, although in technical compliance with Regulation S,
      would not be available if the offering is part of a plan or scheme to
      evade the registration provisions of the 1933 Act;
  and

            


    

     

    
      	
               
      

            	
              (x)

            	
              the
      issuance and sale of the Shares to the Subscriber will not be completed if
      acceptance would be unlawful or if, in the discretion of the Company
      acting reasonably, it is not in the best interests of the
      Company.

            


    

     

    
      	
              8.

            	
              Appointment of
      Attorney

            


    

     

    8.1                 The
Subscriber hereby irrevocably appoints Terry G. Bowering, a  principal
of the Company, as attorney in fact (the “Attorney”) for the Subscriber and
authorizes the Attorney as such to make and 

     

     

    
      
        
           


        

        
          8

          
            

          

        

        
           


          
            CYBER INFORMATIX,
INC.

            Subscription
Agreement

            _____________________________________________________________________________________________

          

        

      

    

    


    sign on behalf of the Subscriber and to deliver any and all
resolutions or special resolutions of shareholders of the Company which may be
deemed necessary by the directors of the Company to provide for change in the
Company’s constating documents to enable the Company to offer its shares to the
public.

     

    9.                  
 Legending of Subject Securities

     

    9.1                 The
Subscriber hereby acknowledges that a legend may be placed on the certificates
representing any of the Shares to the effect that the Shares represented by such
certificates are subject to a hold period and may not be traded until the expiry
of such hold period except as permitted by applicable securities
legislation.

     

    9.2                 The
Subscriber hereby acknowledges and agrees to the Company making a notation on
its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Agreement.

     

    
      	
              10.

            	
              Resale
      Restrictions

            


    

     

    10.1               The
Subscriber acknowledges that any resale of the Shares will be subject to resale
restrictions contained in the securities legislation applicable to each
Subscriber or proposed transferee.  The Subscriber acknowledges that
the Shares have not been registered under the 1933 Act of the securities laws of
any state of the United States and that the Company does not intend to register
same under the 1933 Act, or the securities laws of any such state and has no
obligation to do so.  The Shares may not be offered or sold in the
United States unless registered in accordance with federal securities laws and
all applicable state securities laws or exemptions from such registration
requirements are available.

     

    
      	
              11.

            	
              Representations May Be
      Relied Upon

            


    

     

    11.1              The
Subscriber acknowledges that the representations and warranties contained herein
are made by the Subscriber with the intention that they may be relied upon by
the Company and its legal counsel in determining the Subscriber's eligibility to
purchase the Shares under relevant securities legislation.  The
Subscriber further agrees that by accepting delivery of the Shares, the
Subscriber will be representing and warranting that the foregoing
representations and warranties are true and correct as at the delivery of such
Shares with the same force and effect as if they had been made by the Subscriber
at the delivery, and that they shall survive the completion of the transactions
contemplated under this Agreement and remain in full force and effect thereafter
for the benefit of the Company for a period of one year.

     

    
      	
              12.

            	
              Representations,
      Warranties and Covenants of the
Company

            


    

     

    12.1               The
Company represents, warrants and covenants to the Subscriber, that as of the
date of this Agreement:

     

    
      	
               
      

            	
              (a)

            	
              the
      Company is a valid and subsisting corporation incorporated under the laws
      of the state of Nevada.

            


    

     

     

    
      
         


      

      
        9

        
          

        

      

      
         


        
          CYBER INFORMATIX,
INC.

          Subscription
Agreement

          _____________________________________________________________________________________________

        

      

    

    
       

      
        	
                 
      

              	
                (b)

              	
                this
      Agreement has been duly authorized by all necessary corporate action on
      the part of the Company and, subject to acceptance by the Company,
      constitutes a valid obligation of the Company legally binding upon it and
      enforceable in accordance with its terms;
and

              


      

    

     

    
      	
               
      

            	
              (c)

            	
              the
      representations and warranties of the Company contained in this Agreement
      shall be true at the time of closing as though they were made at the time
      of Closing and they shall survive the completion of the transactions
      contemplated under this Agreement and remain in full force and effect
      thereafter for the benefit of the Subscriber for a period of one
      year.

            


    

     

    
      	
              13.

            	
              Governing
      Law

            


    

     

    This
Agreement is to be governed and interpreted according to the laws of the
Province of Saskatchewan, Canada. The Subscriber, in its personal or corporate
capacity, irrevocably attorns to the jurisdiction of the Province of
Saskatchewan, Canada.

     

    
      	
              14.

            	
              Subscription Not
      Assignable

            


    

     

    14.1               This
Subscription is neither transferable nor assignable.

     

    
      	
              15.

            	
              Execution

            


    

     

    15.1               The
Company shall be entitled to rely on delivery by facsimile machine of an
executed copy of this Subscription and acceptance by the Company of such
facsimile copy shall be equally effective to create a valid and binding
agreement in accordance with the terms hereof.

     

    
      	
              16.

            	
              Severability

            


    

     

    16.1               The
invalidity or non-enforceability of any particular provision of this
Subscription shall not affect or limit the validity or enforceability of the
remaining provisions of this Subscription.

     

    
      	
              17.

            	
              Entire
      Agreement

            


    

     

    17.1               Except
as expressly provided in this Agreement and in the agreements, instruments and
other documents contemplated or provided for herein, this Agreement contains the
entire agreement between the parties with respect to the sale of the Shares and
there are no other terms, conditions, representations or warranties, whether
expressed, implied, oral or written, by statute, by common law, by the Company,
by the Subscriber or by anyone else.

     

    
      	
              18.

            	
              Costs

            


    

     

    18.1               The
Subscriber acknowledges and agrees that all costs and expenses incurred by the
Subscriber (including any fees and disbursements of any special counsel retained
by the Subscriber) relating to the purchase of the Shares shall be borne by the
Subscriber.


    
      
         


      

      
        10

        
          

        

      

      
         


        
          CYBER INFORMATIX,
INC.

          Subscription
Agreement

          _____________________________________________________________________________________________

        

      

    

    
       

      
        	
                19.

              	
                Survival

              


      

       

      19.1               This
Agreement, including without limitation the representations, warranties and
covenants contained herein, shall survive and continue in full force and effect
and be binding upon the
parties hereto notwithstanding the completion of the purchase of the Shares by
the Subscriber pursuant hereto.

    

     

    
      	
              20.

            	
              Notice

            


    

     

    20.1               All
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication.  Notices to the Subscriber shall be directed to the
address on page 11 and notices to the Company shall be directed to it at 10
Cedar Meadow Drive, Regina, Saskatchewan, S4X 3J6, Canada, Attention: The
Secretary/Treasurer.

     

    
      	
              21.

            	
              Counterparts

            


    

     

    21.1               This
Agreement may be executed in any number of counterparts, each of which, when so
executed and delivered, shall constitute an original and all of which together
shall constitute one instrument.

     

    IN
WITNESS WHEREOF the Subscriber has duly executed this Subscription as of the
_______ day
of _____________________, 2008.

     

     

    ____________________________________

    (Name of
Subscriber - type or print)

     

    ____________________________________

    (Signature
and, if applicable, Office)

     

    ____________________________________

    Address
of Subscriber

     

    ____________________________________

     

     

    ____________________________________

     

     

    ____________________________________

     

     

     

     

     

     


    
      
         


      

      
        11

        
          

        

      

      
         


        
          CYBER
INFORMATIX, INC.

          Subscription
Agreement

          _____________________________________________________________________________________________

        

      

    


    


    A
C C E P T A N C E

    


    The
above-mentioned Subscription is hereby accepted by Cyber Informatix,
Inc.:

    


    DATED at
____________________, the ________ day of ___________________,
2008.

    


    


    Cyber
Informatix, Inc.:

    


    


    


    Per:

    
      	
               
      

            	
              _____________________________________________

               

              Authorized
      Signatory: Terry G.
      Bowering

              (Director,
      Secretary, Treasurer).

            


    

     

     

     

     

     

     

     

     

     

     

    

      
        
           


        

        
          12

          
            

          

        

        
           


          
            CYBERINFORMATIX,
INC.

            Subscription
Agreement

            _____________________________________________________________________________________________

          

        

      



    


    SCHEDULE
1 TO SUBSCRIPTION AGREEMENT

    


    Cyber Informatix, Inc. -
Office of the Secretary/Treasurer:

    10 Cedar
Meadow Drive

    Regina,
Sask. S4X 3J6

    Canada

    


    Cyber Informatix, Inc. -
Registered Corporate Office:

    Spiegal
& Ultrera Law Firm

    1785 E.
Sahara Drive

    Las
Vegas, Nevada 89120

    USA

    


    Dear
Sirs:

    


    Re:           Cyber Informatix, Inc. -
Private Placement of Shares

    


    


                

       

      
        	1.	
                Delivery
      - please deliver the Shares to:

                 

                ____________________________________

              


      

       

       

    

    
      	
              2.

            	
              Registration
      - registration of the Shares should be made as follows:

               

              ____________________________________

              (name)

               

              ____________________________________

              (address)

            


    

     

     

    
      	
              3.

            	
              The
      undersigned hereby acknowledges that it will deliver to Cyber Informatix, Inc.
      all such additional completed forms in respect of the Subscriber's
      purchase of Shares as may be required for filing with the appropriate
      securities commissions and regulatory
  authorities.

            


    

    


    DATED:  ______________________________ ,
2008.

     

     

     

    
      	
              ____________________________________

              Subscriber Signature

            	
               ____________________________________

              Print
      Name

            


    

     

                                                                

     

     

    
 


    
      
         


      

      
        13