Form Of Offshore Securities Subscription Agreement

EXHIBIT 10.25


FORM OF


ABAXIS, INC.


OFFSHORE SECURITIES SUBSCRIPTION AGREEMENT


THIS OFFSHORE SECURITIES SUBSCRIPTION AGREEMENT (the "Agreement") is executed in reliance upon the transaction exemption afforded by Regulation S ("Regulation S") as promulgated by the Securities and Exchange Commission (the "SEC"), under the Securities Act of 1933, as amended (the "1933 Act").


THIS AGREEMENT has been executed by the undersigned in connection with the private placement of up to _____________ (_____) shares of its Series C Preferred Stock (hereinafter referred to as the "Shares") of ABAXIS, INC., a corporation organized under the laws of California, United States of America, (hereinafter referred to as "Seller"). The undersigned, _____________________, a _______ corporation located at _______________________________ (hereinafter referred to as "Subscriber"), hereby represents and warrants to, and agrees with Seller as follows:


1. Agreement to Subscribe; Subscription Price.


(a) Number of Shares; Purchase Price. The undersigned hereby agrees to purchase from Seller _____ Shares at an aggregate purchase price of ___________ United States Dollars (U.S. $_________) (the "Purchase Price"). As a fee for this transaction, Subscriber will withhold four percent (4%) of the Purchase Price.


(b) Form of Payment. Subscriber shall pay the Purchase Price by delivering good funds in United States Dollars to the Escrow Agent (as defined below) for closing by delivery of securities versus payment on November 17, 1998 or at such time as is mutually acceptable to both parties (the "Closing Date").


(c) Conditions to Obligations of Seller. Seller's obligation to sell the Shares to Subscriber is conditioned upon the following:


(i) The receipt and acceptance by Seller of this Agreement for the sale of the Shares, as evidenced by the execution of this Agreement by authorized officers of Subscriber.


(ii) The delivery to the Escrow Agent (as defined below) by Subscriber of good funds in the amount of the Purchase Price for the Shares.


(iii) The delivery at the closing of a certificate from an authorized officer or representative of Subscriber certifying that Subscriber's representations and warranties hereunder are true and correct as of the closing date.


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(iv) The Certificate of Determination, substantially in the form attached hereto as Exhibit A, shall have been filed with, and accepted by, the Secretary of State of the State of California.


(d) Conditions to Obligations of Subscriber. Subscriber's obligation to purchase the Shares from Seller is conditioned upon the following:


(i) The receipt and acceptance by Subscriber of this Agreement for the purchase of the Shares, as evidenced by the execution of this Agreement by authorized officers of Seller.


(ii) The delivery to the Escrow Agent (as defined below) by Seller of one or more stock certificates of Seller representing, in aggregate, the number of Shares purchased by Subscriber and conforming in all material respects to the requirements of this Agreement.


(iii) The delivery at Closing of a certificate from an authorized officer of Seller certifying that Seller's representations and warranties hereunder are true and correct as of the closing date.


(iv) The Certificate of Determination, substantially in the form attached hereto as Exhibit A, shall have filed with, and accepted by, the Secretary of State of the State of California.


(e) Deliveries. The Purchase Price for the Shares will be directed to the Trust Account of Gray Cary Ware & Freidenrich LLP (Account #6470017579), Attn: Thomas W. Furlong, Esq., as Escrow Agent, Union Bank of California, 400 University Avenue, Palo Alto, CA 94301, ABA #122000496, on or before the Closing Date. The subscription price for the Shares will, upon deposit into and collection for the above account, be delivered to Seller by certified check or by wire transfer, subject to prior delivery to said Escrow Agent of certificates representing the purchased Shares in accordance with the terms of this Agreement. Upon execution of said transfer, the Escrow Agent shall deliver the certificates representing the purchased shares to the Subscriber in accordance with the Subscriber's instructions.


(f) Indemnification of Escrow Agent. Seller and Subscriber each agrees, jointly and severally, to indemnify and hold harmless the Escrow Agent from any and all claims, liabilities, losses, actions, suits, or proceedings, at law or in equity, that it may incur by reason of its acting as escrow agent as described herein (including but not limited to expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced); provided, however, that the provisions of this paragraph shall not apply in the event of any claim, liability, loss, action, suit, of proceeding resulting from the gross negligence or willful misconduct of the Escrow Agent.


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2. Subscriber Representations, Access to Information; Independent Investigation.


(a) Offshore Transaction. Subscriber represents and warrants to Seller as follows:


(i) Subscriber is not a "U.S. Person" as defined in Rule 902 of Regulation S and is not organized under the laws of the United States and was not formed for the purpose of investing in securities not registered under the 1933 Act.


(ii) At the time the buy-order for the Shares was originated, Subscriber was outside the United States;


(iii) No offer to purchase the Shares was made by Subscriber in the United States;


(iv) Subscriber is purchasing the Shares initially for its own account, for investment purposes only and not with the view towards distribution or reselling of such Shares or any part thereof.


(v) Subscriber has the full right, power and authority to enter into this Agreement and to carry out ...