0001023731-04-000023 Sample Contracts

Void after June __, 2007 Warrant No. ________
8x8 Inc /De/ • June 22nd, 2004 • Semiconductors & related devices

This Warrant and any securities acquired upon the exercise of this Warrant have not been registered under the Securities Act of 1933, as amended. This Warrant and such securities may not be sold, offered for sale, pledged, hypothecated or otherwise transferred in the absence of such registration or an exemption therefrom under said Act. This Warrant and such securities may not be transferred except upon the conditions specified in this Warrant, and no transfer of this Warrant or such securities shall be valid or effective unless and until such conditions shall have been complied with.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 22nd, 2004 • 8x8 Inc /De/ • Semiconductors & related devices • Delaware

SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of June 21, 2004, by and among 8x8, Inc., a Delaware corporation, with headquarters located at 2445 Mission College Boulevard, Santa Clara, California 95054 (the "Company"), and the investor listed on Schedule I attached hereto (the "Buyer).

4,800,000 Shares Warrant for 1,920,000 Shares Common Stock ($0.001 Par Value) PLACEMENT AGENCY AGREEMENT
8x8 Inc /De/ • June 22nd, 2004 • Semiconductors & related devices • Delaware
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