0001023731-05-000010 Sample Contracts

Void after March 7, 2008 Warrant No. ________
Warrant Agreement • March 8th, 2005 • 8x8 Inc /De/ • Telephone communications (no radiotelephone)

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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6,897,618 Shares Common Stock ($0.001 Par Value) PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • March 8th, 2005 • 8x8 Inc /De/ • Telephone communications (no radiotelephone) • Delaware
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 8th, 2005 • 8x8 Inc /De/ • Telephone communications (no radiotelephone) • New York

This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of March 7, 2005 by and among 8X8, Inc., a Delaware corporation (the "Company"), and (ii) the holders listed on Exhibit A hereto (collectively the "Holders").

SUBSCRIPTION AGREEMENT
Subscription Agreement • March 8th, 2005 • 8x8 Inc /De/ • Telephone communications (no radiotelephone) • Delaware

This Subscription Agreement (this "Agreement") is made as of the date set forth below between 8x8, Inc., a Delaware corporation (the "Company"), and the Investor.

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