PURCHASE AGREEMENT















8x8, Inc.

 

Common Stock Purchase
Agreement

 

January 24, 2000

 













TABLE OF CONTENTS

Page


1.Purchase and Sale of Stock*
1.1Sale and Issuance of Common Stock*

1.2Closings and Deliveries*



2.Representations and Warranties of the Company*
2.1Organization and Standing*

2.2Corporate Power; Authorization*

2.3Issuance and Delivery of the Shares*

2.4SEC Documents; Financial Statements*

2.5Government Consents*

2.6No Material Adverse Change*

2.7Authorized Capital Stock*

2.8No Dividends*

2.9Litigation and Compliance with Laws*

2.10Intellectual Property*

2.11Taxes*

2.12Title to Property and Assets*

2.13Material Contracts*



3.Representations, Warranties and Covenants of the
Investor*
3.1Authorization*

3.2Independent Investment Decision*

3.3Investment Intent*

3.4Registration or Exemption Requirements*

3.5Legends*



4.Conditions of Investor's Obligations at Closing*
4.1Representations and Warranties*

4.2Covenants*

4.3Qualifications*

4.4Execution of Investor Rights Agreement*

4.5License Agreement and Development Agreement*

4.6Board of Directors*

4.7Closing Deliveries*



5.Conditions of the Company's Obligations at
Closing*
5.1Representations and Warranties*

5.2Covenants*

5.3Qualifications*



6.Covenants of the Investor and of the Company*
6.1HSR Clearance*

6.2Conduct of Business of the Company*

6.3Use of Proceeds*



7.Right of First Refusal*
7.1Company's Right of First Refusal*

7.2Notice of Proposed Transfer*

7.3Exercise of Right of First Refusal*

7.4Purchase Price*

7.5Payment*

7.6Right to Transfer*



8.Restrictions on Transfer*

9.Standstill Agreement*

10.Lock-up Agreement*

11.Termination*
11.1Mutual Consent*

11.2Investor Termination*

11.3Company Termination*

11.4Termination Due to Governmental Action*



12.Indemnification*
12.1Survival of Representations and Warranties*

12.2Indemnification by the Company*

12.3Termination of Indemnification*



13.Miscellaneous*
13.1Transaction Expenses*

13.2Successors and Assigns; No Third-Party Beneficiary
Status*

13.3Governing Law*

13.4Counterparts*

13.5Titles and Subtitles*

13.6Notices*

13.7Finder's Fee*

13.8Amendments and Waivers*

13.9Severability*

13.10Construction*

13.11Entire Agreement*

13.12Press Releases*






8x8, INC.

COMMON STOCK PURCHASE AGREEMENT

THIS COMMON STOCK PURCHASE AGREEMENT (the
"Agreement") is made as of January 24, 2000, by and between 8x8,
Inc. a Delaware corporation (the "Company"), and STMicroelectronics NV, a
company organized under the laws of the Netherlands, having an office at ICC
Bloc A, Route Pre-bois, 1215 Geneve, Switzerland (the
"Investor").

RECITALS

A.The Investor wishes to purchase from the Company
3,700,000 shares of the common stock of the Company, par value $0.001 per share
(the "Common Stock"), and the Company wishes to issue and sell such
Common Stock to the Investor, on the terms set forth in this Agreement at the
Closing (as defined herein). 

B.Effective as of the Closing, the Investor and the
Company shall execute an Investor Rights Agreement ("Rights Agreement"),
substantially in the forms attached hereto as Exhibit A, to promote
their mutual interests by providing for certain rights and imposing certain
restrictions on the rights, privileges and preferences of the Investor as a
holder of the capital stock of the Company.  

C.STMicroelectronics, Inc. and the Company have executed
a license agreement (the "License Agreement") and a development agreement
(the "Development Agreement"), respectively, which shall become effective
upon the Closing, to promote this mutual interest by providing for the licensing
and co-development of certain technology by the Investor and the Company.  The
Agreement, the Rights Agreement, and the License Agreement and Development
Agreement are collectively hereafter referred to as the "Transactional
Agreements."

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises
and covenants herein, each of the Investors and the Company, intending to be
legally bound, agree as follows:




	Purchase and Sale of Stock



	Sale and
Issuance of Common Stock

Subject to the terms and conditions of this
Agreement, the Investor agrees to purchase at the Closing (as defined herein)
and the Company agrees to sell, issue and deliver to the Investor at the
Closing, 3,700,000 shares of the Company's Common Stock (the "Shares") at
a purchase price of $7.50 per share, or the aggregate purchase price of
$27,750,000 (the "Aggregate Purchase Price").


	Closings and Deliveries



	The Closing.  The purchase and sale of the
Shares shall take place at a closing (the "Closing") at the offices of
Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill Road, Palo Alto,
California, at 10:00 a.m., on the third business day following (i) the
expiration or early termination of the applicable waiting period under the Hart-
Scott-Rodino Antitrust Improvement Act of 1976, as amended (the "HSR
Act"), or other receipt of clearance under the HSR Act and
(ii) satisfaction or waiver of all other conditions to the obligations of
the parties set forth in Articles 4 and 5, or at such other time and place
as the Company and the Investor mutually agree upon orally or in writing (the
date of the Closing being the "Closing Date").


	Deliveries.  At the Closing, the Company shall
deliver to the Investor (i) a certificate representing the Common Stock
that the Investor is purchasing against payment of the purchase price therefor
by wire transfer, as directed by the Company and (ii) any other documents
and agreements required hereunder to be delivered by the Company.  In the event
that payment by the Investor is made, in whole or in part, by cancellation of
indebtedness, then such Investor shall surrender to the Company for cancellation
at the Closing any evidence of such indebtedness or shall execute an instrument
of cancellation in form and substance acceptable to the Company.


	Representations and Warranties of the
Company

The Company hereby represents and warrants to the
Investor as follows, except as set forth in written disclosure to the Investor
which specifically identifies the relevant subsection hereof:



	Organization and
Standing

The Company is a corporation duly organized and validly
existing under, and by virtue of, the laws of the State of Delaware and is in
good standing as a domestic corporation under the laws of said state.  The
Company has all requisite corporate power and authority to carry on its business
as now conducted and as proposed to be conducted.  The Company is duly qualified
as a foreign corporation to transact business and is in good standing in each
jurisdiction in which the nature of its business or the location of its
properties requires such qualification and in which the failure to so qualify
would have a material adverse effect on its business or properties.  The Company
has provided Investor with correct and complete copies of its Certificate of
Incorporation and Bylaws, each as in effect on the date hereof and as will be in
effect on the Closing Date.  The Company is not in violation or default of any
provisions of its Certificate of Incorporation or Bylaws.  Except as set forth
in written disclosure to the Investor, the Company does not own, of record or
beneficially, any direct or indirect equity or other interest, or any right
(contingent or otherwise) to acquire the same, in any corporation, partnership,
joint venture, association or other entity and the Company is not a member of
(nor is any part of the Company's business conducted through) any partnership,
nor is the Company a participant in any joint venture or similar
arrangement.


	Corporate Power;
Authorization

The Company has all requisite legal and corporate power
to execute and deliver this Agreement and the other Transactional Agreements, to
sell and issue the Shares and to carry out and perform all of its obligations
under this Agreement and the other Transactional Agreements.  The execution and
delivery by the Company of this Agreement and the other Transactional Agreements
and the performance by the Company of its obligations hereunder and thereunder,
including, without limitation, the issuance and delivery of the Shares, have
been duly authorized by all requisite action on the part of the Company and its
directors, officers and stockholders.  The Board of Directors of the Company has
approved the transactions contemplated by this Agreement.  No approval of
stockholders of the Company is required in connection with the execution and
delivery of this Agreement and the other Transactional Agreements or the
consummation of the transactions contemplated hereby or thereby.  This Agreement
has been, and the other Transactional Agreements will be, duly executed and
delivered by the Company.  This Agreement constitutes, and upon their execution
and delivery the other Transactional Agreements will constitute, legal, valid
and binding obligations of the Company, enforceable in accordance with their
terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization or similar laws relating to or affecting the enforcement of
creditors' rights generally and (ii) as limited by equitable principles
generally.  The execution and delivery of this Agreement and the other
Transactional Agreements do not, and the performance of this Agreement and the
other Transactional Agreements and the compliance with the provisions hereof and
thereof and the issuance, sale and delivery of the Shares by the Company will
not, (i) conflict with, or result in a breach or violation of the terms,
conditions or provisions of, or constitute a default under (with or without the
passage of time or giving of notice), or result in the creation or imposition of
any material lien pursuant to the terms of, the Certificate of Incorporation or
Bylaws of the Company or to the Company's knowledge, any statute, law, rule or
regulation or any state or federal order, judgment or decree or
(ii) materially conflict with, or result in a material breach or violation
of the terms, conditions or provisions of, or constitute a material default
under (with or without the passage of time or giving of notice), or result in
the creation or imposition of any material lien pursuant to the terms of, any
indenture, mortgage, lease or other material agreement or instrument to which
the Company or any of its properties is subject. 


	Issuance and Delivery of the
Shares

The Shares, when issued and paid for in accordance with
the provisions of this Agreement, will be validly issued and outstanding, fully
paid and nonassessable.  The issuance and delivery of the Shares is not subject
to preemptive or any other similar rights of the stockholders of the Company or
any liens or encumbrances.  Assuming the accuracy of the representations of the
Investor in this Agreement, the Shares will be issued in compliance with all
applicable federal and state securities laws.  The Shares shall be free of any
liens or encumbrances; provided, however, that the Shares may be
subject to restrictions on transfer under state and/or federal securities laws
or in this Agreement or the Rights Agreement.  Neither the offer nor the
issuance or sale of the Shares constitutes or will constitute an event under any
capital stock or convertible security or any anti-dilution or similar provision
of any agreement or instrument to which the Company is a party or by which it is
bound or affected, which shall either increase the number of shares of capital
stock issuable upon conversion of any securities or upon exercise of any warrant
or right to subscribe to or purchase any stock or similar security, or decrease
the consideration per share of capital stock to be received by the Company upon
such conversion or exercise.


	SEC Documents; Financial
Statements

The Company has delivered to the Investor its Annual
Report on Form 10-K for the year ended March 31, 1999 (the "10-K"), and
its Quarterly Reports on Form 10-Q for the periods ended June 30, 1999 and
September 30, 1999 (the "10-Qs"). The Company has filed in a timely
manner all documents that the Company was required to file with the SEC under
Sections 13, 14(a) and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since December 31, 1998.  As of their
respective filing dates, all documents filed by the Company with the Securities
and Exchange Commission (the "SEC" or the "Commission") since
March 31, 1999 (the "SEC Documents") complied in all material respects
with the requirements of the Exchange Act or the Securities Act of 1933, amended
(the "Securities Act"), as applicable.  None of the SEC Documents as of
their respective dates contained any untrue statement of material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements made therein, in light of the circumstances under which they
were made, not misleading.  The financial statements of the Company included in
the SEC Documents (the "Financial Statements") comply as to form in all
material respects with applicable accounting requirements and with the published
rules and regulations of the SEC with respect thereto.  The Financial Statements
have been prepared in accordance with generally accepted accounting principles
consistently applied and fairly present the consolidated financial position of
the Company and any subsidiaries at the dates thereof and the consolidated
results of their operations and consolidated cash flows for the periods then
ended (subject, in the case of unaudited statements, to normal, recurring
adjustments, the absence of footnote disclosure and the condensed presentation
of such statements).


	Government
Consents

To the Company's knowledge, no consent, approval, order
or authorization of, or registration, qualification, designation, declaration or
filing with, any federal, state, or local governmental authority on the part of
the Company is required in connection with the consummation of the transactions
contemplated by this Agreement and the other Transactional Agreements except for
(a) clearance under the HSR Act, (b) such filings as have been made prior to the
Closing or such post-closing filings as may be required under applicable state
securities laws, which will be timely filed within the applicable periods
therefor, and (c) the filing of the Nasdaq National Market Notification Form
with the Nasdaq National Market.


	No Material Adverse
Change

Except as otherwise disclosed herein or in filings with
the SEC prior to the date of this Agreement or as set forth in written
disclosure to the Investor since March 31, 1999, there have not been any
changes in the assets, liabilities, financial condition, business prospects or
operations of the Company which, in the aggregate are materially adverse to the
Company taken as a whole.


	Authorized Capital
Stock

The authorized capital stock of the Company consists of
40,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, par
value $0.001 per share ("Preferred Stock").  As of January 20, 2000, 18,687,179
shares of Common Stock were issued and outstanding, all of which are validly
issued, fully paid and nonassessable, and no shares of Preferred Stock were
outstanding.  Except as set forth in written disclosure to the Investor, and
except for the grant of options to purchase a total of 4,200,612 shares of
Common Stock, as of January 20, 2000, there are no outstanding options, warrants
or other securities exercisable for, or convertible into, or commitments to
issue securities exercisable for or convertible into, capital stock of the
Company, or other commitments to issue any capital stock of the Company.  None
of the issued and outstanding shares of capital stock of the Company was issued
in violation of any preemptive rights.  There are no voting trusts, stockholder
agreements, proxies or other agreements in effect with respect to the voting or
transfer of shares of Common Stock.  Since January 20, 2000, the Company has not
issued or agreed to issue, or granted options to purchase, more than 40,000
shares of Common Stock in the aggregate.


	No Dividends

The Company has not declared or paid any dividends, or
authorized or made any distribution or established any record date for the
issuance of any dividend or other distribution upon or with respect to any class
or series of its capital stock.


	Litigation and Compliance with
Laws

There is no litigation, suit, claim, action, proceeding
or investigation pending or, to the knowledge of the Company, threatened against
the Company, or any property or asset of the Company, before any court,
arbitrator or governmental entity, domestic or foreign.  Neither the Company nor
any property or asset of the Company is subject to any continuing order of,
consent decree, settlement agreement or other similar written agreement with,
or, to the knowledge of the Company, continuing investigation by, any
governmental entity or any order, writ, judgment, injunction, decree,
determination or award of any governmental entity or arbitrator.  The Company is
conducting, and has conducted, its business in compliance in all material
respects with all applicable laws and regulations.


	Intellectual
Property

Except as disclosed in written disclosure to the
Investor, to the knowledge, of the Company, the Company owns or possesses
adequate licenses or other valid rights to use all patents, patent rights,
trademarks, trademark rights, trade names, trade dress, trade name rights,
copyrights, service marks, trade secrets, applications for trademarks and for
service marks, know-how and other proprietary rights and information used or
held for use in connection with the business of the Company as currently
conducted and as proposed to be conducted, and the Company has no knowledge of
any assertion or claim challenging the validity of any of the foregoing.  To the
knowledge of the Company the conduct of the business of the Company as currently
conducted does not infringe upon any valid intellectual property rights of other
persons.  To the knowledge of the Company, no other persons are materially
infringing upon any material proprietary rights owned by or licensed by or to
the Company.


	Taxes

The Company has timely filed or will timely file all
returns and reports required to be filed by them with any taxing authority with
respect to taxes.  All taxes shown to be payable on such returns or reports have
been paid or will be paid.


	Title to Property and
Assets

The Company has good and marketable title to its property
and assets, free and clear of all mortgages, liens, loans and encumbrances,
except such encumbrances and liens that arise in the ordinary course of business
and do not materially impair the Company's ownership or use of such property or
assets.  With respect to the property and assets that it leases, the Company is
in compliance with such leases and, to the knowledge of the Company, holds a
valid leasehold interest free of any liens, claims or encumbrances.


	Material
Contracts

The Company is not in material default under any material
contract or agreement, nor has the Company received notice that any third party
does not intend to renew any material contract it currently has with the
Company, or that any third party intends to terminate any material contract
currently in place with the Company.  To the knowledge of the Company, no other
party to any material contract is in material default thereunder.


	Representations, Warranties
and Covenants of the Investor

The Investor hereby represents and warrants to the
Company and agrees in favor of the Company, as follows: 



	Authorization

The Investor represents and warrants to the Company that:
(i) the Investor has been duly formed and is validly existing under the
laws of the jurisdiction of its formation; (ii) the Investor has all
requisite legal and corporate or other power and capacity and has taken all
requisite corporate or other action to execute and deliver this Agreement, to
purchase the Shares to be purchased by it and to carry out and perform all of
its obligations under this Agreement; and (iii) this Agreement constitutes
the legal, valid and binding obligation of the Investor, enforceable in
accordance with its terms, except (a) as limited by applicable bankruptcy,
insolvency, reorganization, or similar laws relating to or affecting the
enforcement of creditors' rights generally and (b) as limited by equitable
principles generally.  


	Independent Investment
Decision

The Investor understands that no United States  federal
or state  agency has passed on,  reviewed or made any recommendation or
endorsement of the Shares.  In making the decision to purchase the Shares in
accordance with this Agreement, the Investor has relied solely upon independent
investigations made by it and not upon any representations made by the Company
other than those made pursuant to this Agreement.  


	Investment Intent

The Investor is purchasing the Shares for its own
account, for investment purposes only, and not with a view to a distribution
thereof.  The Investor further understands that its acquisition of the Shares
has not been registered under the Securities Act or registered or qualified
under any state securities law in reliance on specific exemptions therefrom,
which exemptions may depend upon, among other things, the bona fide nature of
the Investors' investment intent as expressed herein.  


	Registration or Exemption
Requirements

The Investor further acknowledges and understands that
the Shares have not been registered under the Securities Act and may not be
resold or otherwise transferred except in a transaction registered  under the
Securities Act or unless an exemption from such registration is available.


	Legends

To the extent applicable, each certificate or other
document evidencing any of the Shares shall be endorsed with the legends set
forth in Sections 3.5(a) and (b) below and the Purchaser covenants that,
except to the extent such restrictions are waived by the Company, the Purchaser
shall not transfer the shares represented by any such certificate without
complying with the restrictions on transfer described in the legends endorsed on
such certificate:



	"THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN
ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR IN CONNECTION
WITH THE SALE THEREOF.  SUCH SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER THE APPLICABLE STATE
SECURITIES LAWS.  THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, OR ASSIGNED IN
THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION, WITHOUT AN OPINION OF COUNSEL
FOR THE HOLDER, CONCURRED IN BY COUNSEL FOR THE COMPANY, STATING THAT SUCH SALE,
TRANSFER, OR ASSIGNMENT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SAID
ACT.  THIS CERTIFICATE MUST BE SURRENDERED TO THE CORPORATION OR ITS TRANSFER
AGENT AS A CONDITION PRECEDENT TO THE TRANSFER OF ANY INTEREST IN THE SECURITIES
REPRESENTED BY THIS CERTIFICATE."


	Any other additional legends required by Delaware law or
other applicable state blue sky laws.

The Company need not register a transfer of any Shares, and
may also instruct its transfer agent not to register the transfer of such
shares, unless the conditions specified in this Agreement are satisfied.


	Conditions of Investor's Obligations at
Closing

The obligations of the Investor to purchase the Shares is
subject to the satisfaction or waiver on or before the Closing of each of the
following conditions:



	Representations and
Warranties

The representations and warranties of the Company
contained in Section 2 shall be true on and as of the date hereof and shall
be true and correct on and as of the Closing Date except as would not be in the
aggregate  materially adverse to the Company taken as a whole.


	Covenants

The Company shall have performed and complied with all
agreements, obligations and conditions contained in this Agreement that are
required to be performed or complied with by it on or before the Closing
Date.


	Qualifications

All authorizations, approvals, or permits, if any, of any
governmental authority or regulatory body of the United States or of any state
that are required as of the Closing in connection with the lawful issuance and
sale of the Shares pursuant to this Agreement shall have been duly obtained and
shall be effective as of the date hereof, including expiration or termination of
the waiting period under the HSR Act.  


	Execution of Investor Rights
Agreement

The Company and the Investor have executed the Investors'
Rights Agreement, attached as Exhibit A.


	License Agreement and
Development Agreement

The License Agreement and the Development Agreement shall
not have been terminated.


	Board of
Directors

On nominee of the Investor shall have been appointed to
the Board of Directors of the Company effective as of the Closing, provided that
Investor has proposed a nominee reasonably acceptable to the Company prior to
the Closing.


	Closing
Deliveries

The Investor shall have received (i) a certificate
of the President of the Company dated the Closing Date certifying that the
conditions specified in Sections 4.1 and 4.2 have been fulfilled,
(ii) a certificate of the Secretary of the Company dated the Closing Date
attaching correct and complete copies of (A) the Certificate of
Incorporation and Bylaws of the Company as in effect as of the Closing, and
(B) the resolutions adopted by the Board of Directors of the Company in
connection with the transactions contemplated by this Agreement and the other
Transactional Agreements and (iii) an opinion dated the Closing Date of
Wilson Sonsini Goodrich & Rosati in a form reasonably satisfactory to
the parties hereto.


	Conditions of the Company's Obligations at
Closing

The obligations of the Company to sell the Shares to the
Investor is subject to the satisfaction or waiver on or before the Closing of
each of the following conditions:



	Representations and
Warranties

The representations and warranties of the Investor
contained in Section 3 shall be true on and as of the date hereof and shall
be true and correct in all material respects on and as of the Closing Date.


	Covenants

The Investor shall have performed and complied with all
agreements, obligations and conditions contained in this Agreement that are
required to be performed or complied with by the Investor on or before the
Closing Date.


	Qualifications

All authorizations, approvals, or permits, if any, of any
governmental authority or regulatory body of the United States or of any state
that are required as of the Closing Date in connection with the lawful issuance
and sale of the Shares pursuant to this Agreement shall have been duly obtained
and shall be effective as of the Closing Date, including termination of the
waiting period under the HSR Act.


	Covenants of the Investor and
of the Company



	HSR Clearance

Each of the Company and the Investor hereby covenants
to prepare and file, as soon as practicable hereafter, a notification and Report
Form for Mergers and Acquisitions as required under the HSR Act, in connection
with the purchase and sale of Common Stock under this Agreement. Each party will
use commercially reasonable efforts to obtain early termination of the waiting
period under the HSR Act and any other requisite governmental clearance in
connection with the transactions contemplated by this Agreement.

 


	Conduct of Business of the Company

  

During the period from the date of this Agreement and
continuing until the earlier of the termination of this Agreement or the Closing
Date, the Company agrees (except to the extent that the Investor shall otherwise
consent in writing), to carry on its business in the usual, regular and ordinary
course in substantially the same manner as heretofore conducted. The Company
shall promptly notify the Investor of any event or occurrence not in the
ordinary course of business of the Company which could have a material adverse
effect on the Company.  Without limiting the generality of the foregoing and
with the exceptions as set forth in written disclosure to the Investor, without
the prior written consent of the Investor, the Company will not during the
period from the date of this Agreement and continuing until the earlier of the
termination of this Agreement or the Closing Date:



	redeem any of the capital stock of the Company or
declare, make or pay any dividends or distributions (whether in cash, securities
or other property) to the holders of capital stock of the Company or
otherwise;


	merge or consolidate with or acquire an interest of five
percent (5%) or more in any person or entity or acquire a substantial portion of
the assets or business of any person or entity or any division of line of
business thereof, or otherwise acquire any material assets other than in the
ordinary course of business consistent with past practice;


	sell, transfer, lease, sublease, license or otherwise
dispose of any properties or assets, other than in the ordinary course of
business consistent with past practice;


	issue or sell any capital stock, notes, bonds or other
securities, or any option, warrant or other right to acquire the same, of, or
any other interest in, the Company except in the ordinary course of
business;


	incur any indebtedness for borrowed money in excess of
$500,000;


	make any change in any method of accounting or accounting
practice or policy used by the Company, other than such changes required by U.S.
generally accepted accounting principles;


	amend, modify or consent to the termination of any
material contract of the Company or the Company's rights thereunder; or


	amend or restate the Certificate of Incorporation or the
Bylaws of the Company.


	Use of
Proceeds

The Company shall use a portion of the proceeds of
the sale of the Shares to fund its obligations under the Development
Agreement.


	Right of First
Refusal



	Company's Right of First
Refusal 

Before any voting rights or value of the Common Stock may
be sold or otherwise transferred by the Investor, the Company shall have a right
of first refusal (the "Right of First Refusal") to purchase such shares
(the "Offered Securities").


	Notice of Proposed
Transfer

Before any transfer of any Offered Securities, the
Investor shall deliver to the Company a written notice (the "Transfer
Notice") stating: (i) the Investor's bona fide intention to sell or
otherwise transfer such Offered Securities; (ii) the name of each proposed
purchaser or other transferee (a "Proposed Transferee"); (iii) the
number of Offered Securities to be transferred to each Proposed Transferee; and
(iv) the bona fide cash price or other consideration for which the Investor
proposes to transfer the Offered Securities (the "Offered Price"). 


	Exercise of Right of First
Refusal

At any time within 20 days after receipt of the Transfer
Notice (the "Offer Period"), the Company may, by giving written notice to
the Investor, elect to purchase all, or such lesser amount as desired, of the
Offered Securities proposed to be transferred to any one or more of the Proposed
Transferees, at the purchase price determined in accordance with
subsection 7.4 below.  Failure of the Company to give such a notice within
such time period will be deemed an election by it not to exercise its
option.


	Purchase Price

The purchase price for the Offered Securities so
purchased by the Company shall be the Offered Price, or such other amount agreed
to in writing by the Company and the Investor (the "Company Purchase
Price").


	Payment

Payment of the Company Purchase Price shall be made by
wire transfer (or such other form of consideration mutually agreed to by the
Company and the Investor) within 20 days after such Company Purchase Price is
agreed upon between the Company and the Investor.


	Right to
Transfer

  

If all of the Offered Securities proposed in the Transfer
Notice to be transferred are not purchased by the Company, then the Investor may
sell or otherwise transfer all Offered Securities originally covered in the
Transfer Notice to the Proposed Transferee(s) at the Offered Price or at a
higher price, provided that such sale or other transfer is consummated within
50 days after the date of the Transfer Notice and provided further that any
such sale or other transfer is effected in accordance with any applicable
securities laws and the Investor agrees in writing that the provisions of this
Section 7 shall continue to apply to the Offered Securities that are transferred
to such Proposed Transferee.  If the Offered Securities described in the
Transfer Notice are not transferred to the Proposed Transferee(s) within such
50-day period, the Investor will not transfer any Offered Securities unless such
securities are first re-offered to the Company in accordance herewith.


	Restrictions on
Transfer

In no event shall the Investor transfer any shares of
Common Stock except:



	through a sale pursuant to Rule 144 under the
Securities Act, provided that such sale complies with the  manner of sale
provisions under paragraph (f) of Rule 144 or is of securities representing
5% or less of the Company's outstanding voting stock (on an as converted basis)
and is not made to any person or group which has theretofore filed a
Schedule 13D reflecting ownership in excess of 5% of the Company's
outstanding voting stock (including shares issuable upon conversion of
convertible securities) or any person or group that has announced or commenced
an unsolicited offer for the Company voting stock or proxy contest with respect
to the Company;


	pursuant to a bona fide underwritten public offering
registered under the Securities Act;


	pursuant to any private sale exempt from the registration
requirements of the Securities Act, provided that such sale would not result in
a transferee having beneficial ownership in the Company in excess of 5% of the
Company's outstanding voting stock (including shares issuable upon conversion of
convertible securities) unless such transferee is a financial institution
holding exclusively for investment purposes in which case such five percent (5%)
threshold shall be ten percent (10%);


	to a wholly owned subsidiary of Investor (provided such
entity agrees to take such securities subject to the restrictions set forth
herein);


	pursuant to a merger, exchange offer or tender offer or
other change of control transaction;


	as a bona fide pledge to an institutional lender or
lenders to secure a loan, credit facility or other indebtedness of Investor,
with the Company's prior consent (which shall not be unreasonably withheld or
delayed), provided that each such lender agrees to take such securities subject
to the restrictions set forth below in Sections 9 and 10; or


	with the Company's prior consent.


	Standstill
Agreement

The Investor agrees not to acquire any voting stock of
the Company, through market purchases or otherwise, except that (i) until
the first anniversary of the Closing, but not thereafter, Investor may acquire
shares of voting stock through market purchases, provided that (a) at no
time shall Investor's aggregate ownership of voting stock of the Company exceed
19.9% of the outstanding voting stock of the Company, and (b) the
acquisition of such additional shares shall be in compliance with applicable
laws, including the HSR Act, (ii) Investor may at any time acquire shares
of voting stock pursuant to a stock split, dividend or similar event,
(iii) Investor may at any time acquire shares of voting stock pursuant to
preemptive rights and (iv) in the event the company authorizes the offer or sale
of any shares of Common Stock pursuant to a public offering in which Investor is
denied preemptive rights pursuant to the terms of Section 3.2 of the Investor
Rights Agreement, Investor may acquire, through market purchases, additional
shares of Common Stock until its ownership percentage of the outstanding shares
of Common Stock is equal to its ownership percentage prior to such
offering.



	the acquisition by any person or entity, or group of
persons or entities, of beneficial ownership of voting securities of the Company
representing ten percent (10%) or more of the then outstanding voting securities
of the Company;


	the announcement or commencement by any person or entity,
or group of persons or entities, of a tender or exchange offer to acquire voting
securities of the Company which, if successful, would result in such person or
entity, or group of persons or entities, owning, when combined with any other
voting securities of the Company owned by such person or entity, or group of
persons or entities, ten percent (10%) or more of the then outstanding voting
securities of the Company; or


	the Company enters into, or otherwise determines to seek
to enter into, any merger, sale or other business combination transaction
pursuant to which the outstanding shares of Common Stock would be converted into
cash or securities of another person or entity, or group of persons or entities,
or fifty percent (50%) or more of the then outstanding shares of Common Stock
would be owned by persons or entities other than the then current holders of
Common Stock, or which would result in a substantial portion of the Company's
assets being sold to any person or entity, or group of persons or
entities.


	Lock-up Agreement

The Investor agrees in connection with any underwritten
offering of the Company's securities, not to sell, make any short sale of, loan,
grant any option for the purchase of, or otherwise dispose of any of its Shares
(other than those included in the registration) without the prior written
consent of the Company or such underwriter, as the case may be, for such period
of time (not to exceed one hundred eighty (180) days) (the "Lockup
Period") during the effectiveness of such registration statement relating to
such offering, provided that such agreement shall not apply to Shares included
in the registration statement.  In order to enforce the provisions of this
Section 10, the Company may impose stop-transfer instructions with respect
to the securities of the Company held by the Investor not included in the
registration statement until the end of the Lockup Period.


	Termination

The parties hereto shall be entitled to terminate this
Agreement as follows, provided that no such termination shall limit or terminate
any liability of one party to another for any breach hereof:



	Mutual Consent

The parties hereto may terminate this Agreement by mutual
written consent at any time.


	Investor
Termination

Investor may terminate this Agreement by written notice
to the Company on or prior to the Closing Date if (A) the Company shall
have breached in any material respect any representation, warranty or covenant
contained in this Agreement and failed to cure the same within ten (10) days
after written notice thereof from the Investor; or (b) the consummation of
the transactions contemplated hereby has not occurred within ninety (90) days of
the date hereof due to the failure of any condition set forth in Section 4
above to have been satisfied on or before such date.


	Company
Termination

The Company may terminate this Agreement by written
notice to the Investor on or prior to the Closing Date if (A) the Investor shall
have breached in any material respect any representation, warranty or covenant
contained in this Agreement and failed to cure the same within ten (10) days
after written notice thereof from the Investor; or (B) the consummation of the
transactions contemplated hereby has not occurred within ninety (90) days of the
date hereof, due to the failure of any condition set forth in Section 5
above to have been satisfied on or before such date.


	Termination Due to
Governmental Action

Any party may terminate this Agreement by written notice
to the other parties hereto on or prior to the Closing Date if any court or
other governmental instrumentality of competent jurisdiction shall have issued
an order, decree or ruling or taken any other action restraining, enjoining or
otherwise prohibiting the transactions contemplated by this Agreement.


	Indemnification



	Survival of Representations and
Warranties

The representations, warranties, covenants and agreements
of the Company and the Investor contained in this Agreement shall survive the
execution and delivery of this Agreement and the Closing, subject to the
limitations set forth in Section 12.2 below,  and shall in no way be affected by
any investigation of the subject matter thereof made by or on behalf of the
Investor or the Company.


	Indemnification by the
Company

Without prejudice to any other rights or remedies that
Investor may have, the Company shall indemnify and hold the Investor, its
directors, officers, employees and agents (collectively, the "Investor
Indemnified Parties") harmless from and against, and agree promptly to defend
any such Investor Indemnified Party from and reimburse any such Investor
Indemnified Party for, any and all material losses, costs, expenses, damages,
diminution in value, taxes, penalties, fines, charges, demands, liabilities,
obligations and claims of any kind (including interest, penalties and reasonably
attorney's fees, expenses and disbursements) ("Losses") which any Investor
Indemnified Party may suffer or incur, or become subject to, arising out of or
resulting from, without duplication: (i) any material breach or inaccuracy of
any of the representations or warranties made by the Company in this Agreement,
or (ii) any material failure of the Company to carry out, perform, satisfy or
discharge any of its respective covenants, agreements, undertakings, liabilities
or obligations under this Agreement.  Any reimbursement for such Losses shall be
offset by any recovery by Investor under any federal, state or local securities
laws for the same cause of action.  Reimbursement under this Section 12.2 shall
be limited to $10,000,000.


	Termination of
Indemnification

Rights to make claims for indemnification under Section
12.2(i) above shall terminate one (1) year from the Closing Date.  Rights to
make claims for indemnification under Section 12.2(ii) shall terminate seven (7)
years from the Closing Date. 


	Miscellaneous



	Transaction Expenses



	Irrespective of whether the Closing is effected, each
party to this Agreement shall pay all costs and expenses that it incurs with
respect to the negotiation, execution, delivery and performance of this
Agreement and the Transactional Agreements.


	Each of the Company and the Investor shall pay one-half
of the $45,000 filing fee under the HSR Act.


	Successors and Assigns; No Third-Party Beneficiary
Status



	Except as otherwise provided herein, the terms and
conditions of this Agreement shall inure to the benefit of and be binding upon
the respective successors and assigns of the parties (including transferees of
any Shares).


	Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.


	Governing Law

This Agreement is to be construed in accordance with and
governed by the laws of the State of California, without giving effect to any
choice of law rule that would cause the application of the laws of any
jurisdiction other than the State of California to the rights and duties of the
parties.


	Counterparts

This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


	Titles
and Subtitles

The titles and subtitles used in this Agreement are used
for convenience only and are not to be considered in construing or interpreting
this Agreement.


	Notices

Any notice or other communication required or permitted
to be delivered to any party under this Agreement shall be in writing and shall
be deemed properly delivered, given and received when delivered (by hand, by
registered mail, by courier or express delivery service or by facsimile during
business hours) to the address or telecopier number for each party set forth on
the signature page hereof (or to such other address or telecopier number as such
party shall have specified in a written notice given to the other parties
hereto).


	Finder's Fee

Each party represents that it neither is nor will be
obligated for any finders' fee or commission in connection with this
transaction. The Investor agrees to indemnify and to hold harmless the Company
from any liability for any commission or compensation in the nature of a
finders' fee (and the costs and expenses of defending against such liability or
asserted liability) for which the Investor or any of its officers, partners,
employees, or representatives is responsible.

The Company agrees to indemnify and hold harmless the
Investor from any liability for any commission or compensation in the nature of
a finders' fee (and the costs and expenses of defending against such liability
or asserted liability) for which the Company or any of its officers, employees
or representatives is responsible.


	Amendments and Waivers

Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the Company and the holders of a majority of the Common Stock
issued pursuant to this Agreement that have not subsequently been sold in the
public market.  Any amendment or waiver effected in accordance with this
paragraph shall be binding upon each holder of any securities purchased under
this Agreement at the time outstanding (including securities into which such
securities are convertible) each future holder of all such securities and the
Company.


	Severability

If one or more provisions of this Agreement are held to
be unenforceable under applicable law, so long as the economic or legal
substance of the transactions contemplated hereby are not affected in any manner
materially adverse to any party such provision shall be excluded from this
Agreement and the balance of the Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.


	Construction

For purposes of this Agreement, whenever the context
requires:  the singular number shall include the plural, and vice versa; the
masculine gender shall include the feminine and neuter genders; the feminine
gender shall include the masculine and neuter genders; and the neuter gender
shall include the masculine and feminine genders.


	Entire
Agreement

This Agreement and the Transactional Agreements
constitute the entire agreement among the parties with regard to the subject
matter hereof and thereof, and supercede any and all prior negotiations,
correspondence, understandings and agreements between the parties regarding the
subject matter hereof and thereof.  No party shall be liable or bound to any
other party in any manner by any warranties, representations or covenants,
except as specifically set forth in this Agreement or the Transactional
Agreements.


	Press
Releases

The parties shall cooperate as to the timing and contents
of any press release or public announcement relating to this Agreement or the
transactions contemplated hereby.  Notwithstanding the foregoing, the parties
may make any filings with governmental agencies relating to this Agreement or
the transactions contemplated hereby, as required by law.

 

 

 

IN WITNESS WHEREOF, the parties have executed this Common
Stock Purchase Agreement as of the date first above written.



 

The Company8x8,
Inc.

a
Delaware corporation

2445 Mission College Blvd.Santa
Clara, CA 95054

Facsimile: (408) 933-0234





By: 

Paul Voois

Chairman and CEO



 

 

The InvestorSTMicroelectronics NV

Technoparc du pays de Gex

165 Rue Edouard Branly

B.P. 11201637

St. Genis Pouilly Cedex (France)

Attention:  General Counsel





 

By: 





Its: President







8x8, Inc.

Common Stock Purchase Agreement

Index of Exhibits



	
Exhibit A
	
Form of Investor's Rights Agreement





EXHIBIT A

FORM OF INVESTOR'S RIGHTS AGREEMENT