06212004 8K Exhibit 4.1






                                                                                              Exhibit 4.1




[FORM OF WARRANT]

8x8, INC.

COMMON STOCK PURCHASE WARRANT


	
Warrant No. [ ]
	
Date of Original Issuance: June 21,
2004




8x8, Inc., a Delaware corporation (the "Company"),
hereby certifies that, for value received, RIVERVIEW GROUP, LLC or its
registered assigns (the "Holder"), is entitled to purchase from the
Company up to a total of 1,920,000 shares of common stock, $0.001 par value per
share (the "Common Stock"), of the Company (as adjusted from time to time
as provided in Section 9, each such share, a "Warrant Share" and all such
shares, the "Warrant Shares") at an exercise price (as adjusted from time
to time as provided in Section 9, the "Exercise Price") per Warrant Share
equal to $3.00 at any time and from time to time from and after the date hereof
and until the expiration of this Warrant (as provided in Section 4), and subject
to the following terms and conditions:




	Definitions. In addition to the terms defined
elsewhere in this Warrant, capitalized terms that are not otherwise defined
herein and that are defined in the Securities Purchase Agreement, dated as of
June 21, 2004, by and among the Company and the buyers party thereto including
the original Holder (the "Purchase Agreement"), shall have the meanings
given to such terms in the Purchase Agreement. 


	Registration of Warrant. The Company shall
register this Warrant, upon records to be maintained by the Company for that
purpose (the "Warrant Register"), in the name of the record Holder hereof
from time to time. The Company may deem and treat the registered Holder of this
Warrant as the absolute owner hereof for the purpose of any exercise hereof or
any distribution to the Holder, and for all other purposes, absent actual notice
to the contrary.


	Registration of Transfers. The Company shall
register the transfer of any portion of this Warrant in the Warrant Register,
upon surrender of this Warrant, with the Form of Assignment attached hereto duly
completed and signed, to the Transfer Agent or to the Company at its address
specified herein. Upon any such registration or transfer, a new warrant to
purchase Common Stock, in substantially the form of this Warrant (any such new
warrant, a "New Warrant"), evidencing the portion of this Warrant so
transferred shall be issued to the transferee and a New Warrant evidencing the
remaining portion of this Warrant not so transferred, if any, shall be issued to
the transferring Holder. The acceptance of the New Warrant by the transferee
thereof shall be deemed the acceptance by such transferee of all of the rights
and obligations of a holder of a Warrant.


	Expiration of Warrant; Notice of Change of
Control.



	The portion of this Warrant not previously exercised
shall be and become void, no longer exercisable and of no value at
5:00 p.m., New York City time, on June 21, 2009.


	The term "Change of Control" for purposes of this
section shall mean (i) any consolidation or merger involving the Company
pursuant to which the Company's stockholders immediately prior to the
consummation of the consolidation or merger own less than fifty percent (50%) of
the voting securities of the surviving entity, or in the event that any Person
acquires more than fifty percent (50%) of the voting securities of the Company
pursuant to a tender offer and consummates a merger or consolidation within 12
months of crossing such fifty percent (50%) threshold, pursuant to which the
non-affiliate stockholders of the Company immediately prior to the consummation
of the consolidation or merger no longer own voting securities of the surviving
entity or (ii) the sale of all or substantially all of the assets of the
Company. The Company shall provide at least twenty (20) days prior written
notice of any Change of Control.


	Notwithstanding the foregoing and the provisions of
Section 9(c) below, in the event of a Change of Control, if the Holder has not
exercised the Warrant in full prior to the consummation of the Change of
Control, then the Company may terminate the exercisability of this Warrant by
paying to the Holder in cash simultaneously with the consummation of the Change
of Control an amount equal to the value of the remaining unexercised portion of
this Warrant on the date of such consummation, which value shall be determined
by use of the Black and Scholes Option Pricing Model reflecting (i) a risk-
free interest rate corresponding to the U.S. Treasury rate for a period equal to
the remaining term of this Warrant as of such date of request and (ii) an
expected volatility equal to the greater of 60% and the 100 day volatility
obtained from the HVT function on Bloomberg.


	Delivery of Warrant Shares.



	Upon delivery of the Form of Election to Purchase (in the
form of Exhibit A) (the "Exercise Notice") to the Company (with the
Warrant Shares Exercise Log in the form of Exhibit B hereto) at its address for
notice set forth in Section 13 and (i) upon payment of the Exercise Price
multiplied by the number of Warrant Shares that the Holder intends to purchase
hereunder or (ii) upon notifying the Company that this Warrant is being
exercised pursuant to a Cashless Exercise (as defined in Section 5(e)), the
Company shall promptly (but in no event later than three (3) trading days after
the Date of Exercise (as defined herein)) issue and deliver to the Holder
electronically through the Depository Trust Corporation, or if unable to do,
deliver certificates for, the Warrant Shares issuable upon such exercise, which
Warrant Shares shall be issued under the Registration Statement and shall be
freely tradable on the Principal Market.

A "Date of Exercise" means the date on which the
Holder shall have delivered to the Company (i) the Form of Election to Purchase
(with the Warrant Exercise Log attached to it), appropriately completed and duly
signed and (ii) (A) payment of the Exercise Price for the number of Warrant
Shares so indicated by the Holder to be purchased or (B) notification to the
Company that this Warrant is being exercised pursuant to a Cashless
Exercise.


	If by the fifth Trading day after a Date of Exercise the
Company fails to deliver the required number of Warrant Shares in the manner
required pursuant to Section 5(a), then the Holder will have the right to
rescind such exercise.


	If by the third Trading day after a Date of Exercise the
Company fails to deliver the required number of Warrant Shares in the manner
required pursuant to Section 5(a), and if after such third Trading day the
Holder purchases (in an open market transaction or otherwise) shares of Common
Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares
which the Holder anticipated receiving upon such exercise (a "Buy-In"),
then, other than in the case of a Buy-In resulting from the act or omission of
the Holder, the Company shall (1) pay in cash to the Holder the amount by which
(x) the Holder's total purchase price (including brokerage commissions, if any)
for the shares of Common Stock so purchased exceeds (y) the amount obtained by
multiplying (A) the number of Warrant Shares that the Company was required to
deliver to the Holder in connection with the exercise at issue by (B) the
closing price of the Common Stock at the time of the obligation giving rise to
such purchase obligation and (2) at the option of the Holder, either reinstate
the portion of the Warrant and equivalent number of Warrant Shares for which
such exercise was not honored or deliver to the Holder the number of shares of
Common Stock that would have been issued had the Company timely complied with
its exercise and delivery obligations hereunder. For example, if the Holder
purchases Common Stock having a total purchase price of $11,000 to cover a Buy-
In with respect to an attempted exercise of shares of Common Stock with a market
price on the date of exercise totaled $10,000, under clause (1) of the
immediately preceding sentence the Company shall be required to pay the Holder
$1,000. The Holder shall provide the Company written notice, which notice shall
include such supporting documentation as reasonably necessary to substantiate
the amounts payable, indicating the amounts payable to the Holder in respect of
the Buy-In. 


	The Company's obligations to issue and deliver Warrant
Shares in accordance with the terms hereof are absolute and unconditional,
irrespective of any action or inaction by the Holder to enforce the same, any
waiver or consent with respect to any provision hereof, the recovery of any
judgment against any Person or any action to enforce the same, or any setoff,
counterclaim, recoupment, limitation or termination, or any breach or alleged
breach by the Holder or any other Person of any obligation to the Company or any
violation or alleged violation of law by the Holder or any other Person, and
irrespective of any other circumstance which might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of
Warrant Shares. Nothing herein shall limit a Holder's right to pursue any other
remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with
respect to the Company's failure to timely deliver certificates representing
shares of Common Stock upon exercise of the Warrant as required pursuant to the
terms hereof.


	 If, despite the Company's
obligations under the Purchase Agreement and this Warrant, the Warrant Shares to
be issued are not registered and available for issuance pursuant to an effective
registration statement, then, notwithstanding anything contained herein to the
contrary, the Holder of this Warrant may, at its election exercised in its sole
discretion, exercise this Warrant in whole or in part and, in lieu of paying the
Exercise Price in cash, elect instead to receive upon such exercise the "Net
Number" of shares of Common Stock determined according to the following
formula (a "Cashless Exercise"):
Net Number = (A x B) - (A x C)

                      
                     B 


For purposes of the foregoing formula:

A= the total number of shares with respect to which this Warrant
is then being exercised;

B= the greater of the (i) closing price per share of the Common
Stock (as reported by Nasdaq) on the Trading day immediately preceding the date
of the Exercise Notice or (ii) the average of the closing prices per share of
Common Stock (as reported by Nasdaq) for the ten (10) Trading days immediately
preceding the date of the Exercise Notice ; and

C= the Exercise Price then in effect for the applicable Warrant
Shares at the time of such exercise.





	Charges, Taxes and Expenses. Issuance and
delivery of the shares of Common Stock upon exercise of this Warrant shall be
made without charge to the Holder for any issue or transfer tax, withholding
tax, transfer agent fee or other incidental tax or expense in respect of the
issuance of such shares, all of which taxes and expenses shall be paid by the
Company; provided, however, that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the registration
of any Warrant Shares or Warrants in a name other than that of the Holder. The
Holder shall be responsible for all other tax liability that may arise as a
result of holding or transferring this Warrant or receiving Warrant Shares upon
exercise hereof.


	Replacement of Warrant. If this Warrant is
mutilated, lost, stolen or destroyed, the Company shall issue or cause to be
issued in exchange and substitution for and upon cancellation hereof, or in lieu
of and substitution for this Warrant, a New Warrant, but only upon receipt of
evidence reasonably satisfactory to the Company of such loss, theft or
destruction and customary and reasonable indemnity, if requested. Applicants for
a New Warrant under such circumstances shall also comply with such other
reasonable regulations and procedures and pay such other reasonable third-party
costs as the Company may prescribe.


	Reservation of Warrant Shares. The Company
covenants that it will at all times reserve and keep available out of the
aggregate of its authorized but unissued and otherwise unreserved Common Stock,
solely for the purpose of enabling it to issue Warrant Shares upon exercise of
this Warrant as herein provided, the number of Warrant Shares which are then
issuable and deliverable upon the exercise of this entire Warrant. The Company
covenants that all Warrant Shares so issuable and deliverable shall, upon
issuance and the payment of the applicable Exercise Price in accordance with the
terms hereof, be duly and validly authorized, issued and fully paid and
nonassessable.


	Certain Adjustments. The Exercise Price and number
of Warrant Shares issuable upon exercise of this Warrant are subject to
adjustment from time to time as set forth in this Section 9.



	Adjustment Upon Issuance of Shares of Common
Stock. If and whenever on or after the Subscription Date the Company issues
or sells, or in accordance with this Section 9 is deemed to have issued or sold,
any shares of Common Stock (including the issuance or sale of shares of Common
Stock owned or held by or for the account of the Company, but excluding shares
of Common Stock deemed to have been issued by the Company in connection with any
Excluded Securities (as defined below) for a consideration per share less than a
price (the "Applicable Price") equal to the Exercise Price in effect
immediately prior to such issue or sale or deemed issuance or sale (the
foregoing a "Dilutive Issuance"), then immediately after such Dilutive
Issuance, the Exercise Price then in effect shall be reduced to an amount equal
to the product of (A) the Exercise Price in effect immediately prior to
such Dilutive Issuance and (B) the quotient determined by dividing
(1) the sum of (I) the product derived by multiplying the Exercise Price in
effect immediately prior to such Dilutive Issuance and the number of Common
Stock Deemed Outstanding immediately prior to such Dilutive Issuance plus
(II) the consideration, if any, received by the Company upon such Dilutive
Issuance, by (2) the product derived by multiplying (I) the Exercise Price
in effect immediately prior to such Dilutive Issuance by (II) the number of
Common Stock Deemed Outstanding immediately after such Dilutive Issuance. Upon
each such adjustment of the Exercise Price hereunder, the number of Warrant
Shares shall be adjusted to the number of shares of Common Stock determined by
multiplying the Exercise Price in effect immediately prior to such adjustment by
the number of Warrant Shares acquirable upon exercise of this Warrant
immediately prior to such adjustment and dividing the product thereof by the
Exercise Price resulting from such adjustment. For purposes of determining the
adjusted Exercise Price under this Section 9(a), the following shall be
applicable:




	Issuance of Options. If the Company in any manner
grants any Options and the lowest price per share for which one share of shares
of Common Stock is issuable upon the exercise of any such Option or upon
conversion, exercise or exchange of any Convertible Securities issuable upon
exercise of any such Option is less than the Applicable Price, then such share
of shares of Common Stock shall be deemed to be outstanding and to have been
issued and sold by the Company at the time of the granting or sale of such
Option for such price per share. For purposes of this Section 9(a)(i), the
"lowest price per share for which one share of shares of Common Stock is
issuable upon exercise of such Options or upon conversion, exercise or exchange
of such Convertible Securities" shall be equal to the sum of the lowest amounts
of consideration (if any) received or receivable by the Company with respect to
any one share of shares of Common Stock upon the granting or sale of the Option,
upon exercise of the Option and upon conversion, exercise or exchange of any
Convertible Security issuable upon exercise of such Option. No further
adjustment of the Exercise Price or number of Warrant Shares shall be made upon
the actual issuance of such shares of Common Stock or of such Convertible
Securities upon the exercise of such Options or upon the actual issuance of such
shares of Common Stock upon conversion, exercise or exchange of such Convertible
Securities. 


	Issuance of Convertible Securities. If the Company
in any manner issues or sells any Convertible Securities and the lowest price
per share for which one share of shares of Common Stock is issuable upon the
conversion, exercise or exchange thereof is less than the Applicable Price, then
such share of shares of Common Stock shall be deemed to be outstanding and to
have been issued and sold by the Company at the time of the issuance or sale of
such Convertible Securities for such price per share. For the purposes of this
Section 9(a)(ii), the "lowest price per share for which one share of shares of
Common Stock is issuable upon the conversion, exercise or exchange" shall be
equal to the sum of the lowest amounts of consideration (if any) received or
receivable by the Company with respect to one share of shares of Common Stock
upon the issuance or sale of the Convertible Security and upon conversion,
exercise or exchange of such Convertible Security. No further adjustment of the
Exercise Price or number of Warrant Shares shall be made upon the actual
issuance of such shares of Common Stock upon conversion, exercise or exchange of
such Convertible Securities, and if any such issue or sale of such Convertible
Securities is made upon exercise of any Options for which adjustment of this
Warrant has been or is to be made pursuant to other provisions of this Section
9(a), no further adjustment of the Exercise Price or number of Warrant Shares
shall be made by reason of such issue or sale. 


	Change in Option Price or Rate of Conversion.
If the purchase price provided for in any Options, the additional consideration,
if any, payable upon the issue, conversion, exercise or exchange of any
Convertible Securities, or the rate at which any Convertible Securities are
convertible into or exercisable or exchangeable for shares of Common Stock
increases or decreases at any time, the Exercise Price and the number of Warrant
Shares in effect at the time of such increase or decrease shall be adjusted to
the Exercise Price and the number of Warrant Shares which would have been in
effect at such time had such Options or Convertible Securities provided for such
increased or decreased purchase price, additional consideration or increased or
decreased conversion rate, as the case may be, at the time initially granted,
issued or sold. For purposes of this Section 9(a)(iii), if the terms of any
Option or Convertible Security that was outstanding as of the date of issuance
of this Warrant are increased or decreased in the manner described in the
immediately preceding sentence, then such Option or Convertible Security and the
shares of Common Stock deemed issuable upon exercise, conversion or exchange
thereof shall be deemed to have been issued as of the date of such increase or
decrease. No adjustment pursuant to this Section 9(a) shall be made if such
adjustment would result in an increase of the Exercise Price then in effect or a
decrease in the number of Warrant Shares.


	Calculation of Consideration Received. In case
any Option is issued in connection with the issue or sale of other securities of
the Company, together comprising one integrated transaction in which no specific
consideration is allocated to such Options by the parties thereto, the Options
will be deemed to have been issued for a consideration of $0.01. If any shares
of Common Stock, Options or Convertible Securities are issued or sold or deemed
to have been issued or sold for cash, the consideration received therefor will
be deemed to be the net amount received by the Company therefor. If any shares
of Common Stock, Options or Convertible Securities are issued or sold for a
consideration other than cash, the amount of such consideration received by the
Company will be the fair value of such consideration, except where such
consideration consists of securities, in which case the amount of consideration
received by the Company will be the Closing Sale Price of such security on the
date of receipt. If any shares of Common Stock, Options or Convertible
Securities are issued to the owners of the non-surviving entity in connection
with any merger in which the Company is the surviving entity, the amount of
consideration therefor will be deemed to be the fair value of such portion of
the net assets and business of the non-surviving entity as is attributable to
such shares of Common Stock, Options or Convertible Securities, as the case may
be. The fair value of any consideration other than cash or securities will be
determined jointly by the Company and the Required Holders. If such parties are
unable to reach agreement within ten (10) days after the occurrence of an event
requiring valuation (the "Valuation Event"), the fair value of such
consideration will be determined within five (5) Business Days after the tenth
day following the Valuation Event by an independent, reputable appraiser jointly
selected by the Company and the Required Holders. The determination of such
appraiser shall be final and binding upon all parties absent manifest error and
the fees and expenses of such appraiser shall be borne by the Company.


	Record Date. If the Company takes a record of the
holders of shares of Common Stock for the purpose of entitling them (A) to
receive a dividend or other distribution payable in shares of Common Stock,
Options or in Convertible Securities or (B) to subscribe for or purchase
shares of Common Stock, Options or Convertible Securities, then such record date
will be deemed to be the date of the issue or sale of the shares of Common Stock
deemed to have been issued or sold upon the declaration of such dividend or the
making of such other distribution or the date of the granting of such right of
subscription or purchase, as the case may be.


	Definitions. "Common Stock Deemed
Outstanding" means, at any given time, the number of shares of Common Stock
actually outstanding at such time, plus the number of shares of Common Stock
deemed to be outstanding pursuant to Sections 9(a)(i) and 9(a)(ii) hereof
regardless of whether the Options or Convertible Securities are actually
exercisable at such time, but excluding any shares of Common Stock owned or held
by or for the account of the Company or issuable upon exercise of the Warrants.
"Convertible Securities" means any stock or securities (other than
Options) directly or indirectly convertible into or exercisable or exchangeable
for shares of Common Stock. "Excluded Securities" means shares of Common
Stock deemed to have been issued or sold by the Company (I) in connection with
any employee benefit plan which has been approved by the Board of Directors of
the Company, pursuant to which the Company's securities may be issued to any
employee, officer, director or consultant for services provided to the Company,
(II) upon exercise of the Warrants, (III) in connection with any acquisition by
the Company, whether through an acquisition for stock or a merger, of any
business, assets or technologies the primary purpose of which is not to raise
equity capital, (IV) pursuant to a bona fide firm commitment underwritten public
offering which generates net proceeds to the Company in excess of $25,000,000
(other than an "at-the-market offering" as defined in Rule 415(a)(4) under the
1933 Act and "equity lines"), and (V) upon conversion of any Options or
Convertible Securities which are outstanding on the day immediately preceding
the Date of Original Issuance, provided that the terms of such Options or
Convertible Securities are not amended, modified or changed on or after the Date
of Original Issuance. "Options" means any rights, warrants or options to
subscribe for or purchase shares of Common Stock or Convertible
Securities.


	Stock Dividends and Splits. If the Company, at any
time while this Warrant is outstanding, (i) pays a stock dividend on its Common
Stock or otherwise makes a distribution on any class of capital stock that is
payable in shares of Common Stock, (ii) subdivides outstanding shares of Common
Stock into a larger number of shares, or (iii) combines outstanding shares of
Common Stock into a smaller number of shares, then in each such case the
Exercise Price shall be multiplied by a fraction of which the numerator shall be
the number of shares of Common Stock outstanding immediately before such event
and of which the denominator shall be the number of shares of Common Stock
outstanding immediately after such event.


	Fundamental Transactions. Other than in compliance
with Section 4(c) hereof, the Company shall not enter into or be party to a
Fundamental Transaction unless (i) the Person formed by or surviving any
such Fundamental Transaction (if other than the Company) or the Person to which
such Fundamental Transaction shall have been made assumes all the obligations of
the Company under this Warrant pursuant to written agreements in form and
substance reasonably satisfactory to the Required Holders and approved by the
Required Holders prior to such Fundamental Transaction, and including agreements
to deliver to each holder of Warrants in exchange for such Warrants, a security
of the Person formed by or surviving any such Fundamental Transaction (if other
than the Company) or the Person to which such Fundamental Transaction shall have
been made evidenced by a written instrument substantially similar in form and
substance to the Warrants, including, without limitation, an adjusted exercise
price equal to the value for the shares of Common Stock reflected by the terms
of such Fundamental Transaction, and exercisable for a corresponding number of
shares of Common Stock acquirable and receivable upon exercise of this Warrant
(without regard to any limitations on the exercise of this Warrant), if the
value so reflected is less than the Exercise Price in effect immediately prior
to such Fundamental Transaction, and (ii) the Company or the Person formed
by or surviving any such Fundamental Transaction or to which such Fundamental
Transaction shall have been made is a publicly traded entity whose common stock
or equivalent equity security is quoted on or listed for trading on a Principal
Market. Upon any Fundamental Transaction, the successor
entity to such Fundamental Transaction shall succeed to, and be substituted for
(so that from and after the date of such Fundamental Transaction, the provisions
of this Warrant referring to such "Company" shall refer instead to the successor
entity or, if so elected by the Required Holders, by the entity that, directly
or indirectly, controls such successor entity), and may exercise every right and
power of the Company and shall assume all of the obligations of the Company
under this Warrant with the same effect as if such successor Person had been
named as the Company herein; provided, however, that the predecessor
Company shall not be relieved from its obligations under the Transaction
Documents except in the case of a Fundamental Transaction that meets the
requirements of this section. The provisions of this Section shall apply
similarly and equally to successive Fundamental Transactions. "Fundamental
Transaction" means that the Company shall, directly or indirectly, in one or
more related transactions, (i) consolidate or merge with or into (whether or not
the Company is the surviving corporation) another Person, or (ii) sell, assign,
transfer, convey or otherwise dispose of all or substantially all of the
properties or assets of the Company to another Person, or (iii) allow a
purchase, tender or exchange offer to be made to and accepted by the holders of
more than the 50% of the outstanding shares of Common Stock (not including any
shares of Common Stock held by the Person or Persons making or party to, or
associated or affiliated with the Persons making or party to, such purchase,
tender or exchange offer), or (iv) enter into a stock purchase agreement or
other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person.
"Required Holders" means the holders of the Warrants representing at
least a majority of shares of Common Stock underlying the Warrants then
outstanding.


	Reclassification, Reorganization and Change in Capital
Stock. In addition to and not in substitution for any other rights
hereunder, in case of any reclassification, capital reorganization, or change in
the capital stock of the Company (other than as a result of a stock dividend,
subdivision or combination provided for in Section 9(a) above), then the
Company shall make appropriate provision so that the holder of this Warrant
shall have the right at any time prior to the expiration of this Warrant to
purchase, at a total price equal to that payable upon the exercise of this
Warrant, the kind and amount of shares of stock and other securities and
property receivable in connection with such reclassification, reorganization, or
change by a holder of the same number of Common Stock as were purchasable by the
holder of this Warrant immediately prior to such reclassification,
reorganization, or change In any such case appropriate provisions shall be made
with respect to the rights and interest of the holder of this Warrant so that
the provisions hereof shall thereafter be applicable with respect to any shares
of stock or other securities and property deliverable upon exercise hereof, and
appropriate adjustments shall be made to the purchase price per share payable
hereunder, provided the aggregate purchase price shall remain the
same.

(d) Number of Warrant Shares. Simultaneously with
any adjustment to the Exercise Price pursuant to paragraphs (a) or (b) of this
Section, the number of Warrant Shares that may be purchased upon exercise of
this Warrant shall be increased or decreased proportionately, so that after such
adjustment the aggregate Exercise Price payable hereunder for the adjusted
number of Warrant Shares shall be the same as the aggregate Exercise Price in
effect immediately prior to such adjustment.

(e) Calculations. All calculations under this
Section 9 shall be made to the nearest cent or the nearest 1/100th of a
share, as applicable. The number of shares of Common Stock outstanding at any
given time shall not include shares owned or held by or for the account of the
Company, and the disposition of any such shares shall be considered an issue or
sale of Common Stock.

(f) Notice of Adjustments. Upon the occurrence of
each adjustment pursuant to this Section 9, the Company at its expense will
promptly compute such adjustment in accordance with the terms of this Warrant
and prepare a certificate setting forth such adjustment, including a statement
of the adjusted Exercise Price and adjusted number or type of Warrant Shares or
other securities issuable upon exercise of this Warrant (as applicable),
describing the transactions giving rise to such adjustments and showing in
detail the facts upon which such adjustment is based. Upon written request, the
Company will promptly deliver a copy of each such certificate to the Holder.

(g)Rights of Stockholders. No holder of this
Warrant shall be entitled, as a Warrant holder, to vote or receive dividends or
be deemed the holder of any Common Stock, nor shall anything contained herein be
construed to confer upon the holder of this Warrant, as such, any of the rights
of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether upon any
recapitalization, issuance of stock, reclassification of stock, change of par
value, consolidation, merger, conveyance, or otherwise) or to receive notice of
meetings, or to receive subscription rights or otherwise until the Warrant has
been exercised and the Common Stock purchasable upon exercise hereof shall
become deliverable as provided herein.


	Payment of Exercise Price. The Holder shall pay
the Exercise Price in cash by delivering immediately available funds or, if
permitted by Section 5(e), through a Cashless Exercise.


	Limitation on Exercise.



	Beneficial Ownership. The Company shall not effect
the exercise of this Warrant, and the Holder shall not have the right to
exercise this Warrant, to the extent that after giving effect to such exercise,
such Person (together with such Person's affiliates) would beneficially own in
excess of 9.99% of the shares of Common Stock outstanding immediately after
giving effect to such exercise. For purposes of the foregoing sentence, the
aggregate number of shares of Common Stock beneficially owned by such Person and
its affiliates shall include the number of shares of Common Stock issuable upon
exercise of this Warrant with respect to which the determination of such
sentence is being made, but shall exclude shares of Common Stock which would be
issuable upon (i) exercise of the remaining, unexercised portion of this Warrant
beneficially owned by such Person and its affiliates and (ii) exercise or
conversion of the unexercised or unconverted portion of any other securities of
the Company or exercisable for securities of the Company beneficially owned by
such Person and its affiliates (including, without limitation, any convertible
notes or convertible preferred stock or warrants) subject to a limitation on
conversion or exercise analogous to the limitation contained herein. Except as
set forth in the preceding sentence, for purposes of this paragraph, beneficial
ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended. For purposes of this Warrant, in determining
the number of outstanding shares of Common Stock, the Holder may rely on the
number of outstanding shares of Common Stock as reflected in (1) the Company's
most recent Form 10-K, Form 10-Q or other public filing with the Securities and
Exchange Commission, as the case may be, (2) a more recent public announcement
by the Company or (3) any other notice by the Company or the transfer agent of
the Company setting forth the number of shares of Common Stock outstanding. For
any reason at any time, upon the written or oral request of the Holder, the
Company shall within one Business Day confirm orally and in any written form
(including email) to the Holder the number of shares of Common Stock then
outstanding. In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the conversion or exercise of securities of
the Company, including the Warrants, by the Holder and its affiliates since the
date as of which such number of outstanding shares of Common Stock was
reported.


	Principal Market Regulation. The Company shall not
be obligated to issue any shares of Common Stock upon exercise of this Warrant
if the issuance of such shares of Common Stock, when aggregated with the number
of shares issued pursuant to the Securities Purchase Agreement, would exceed
19.99% of the outstanding Common Stock as of the end of the day on June 18, 2004
(the "Exchange Cap"). In the event of any transfer of this Warrant, the
transferee shall be allocated a pro rata portion of the Holder's Exchange Cap,
and the restrictions of the prior sentence shall apply to such transferee with
respect to the portion of the Exchange Cap allocated to such
transferee.


	No Fractional Shares. No fractional shares of
Warrant Shares will be issued in connection with any exercise of this Warrant.
In lieu of any fractional shares which would, otherwise be issuable, the Company
shall pay cash equal to the product of such fraction multiplied by the closing
price of one Warrant Share as reported on the Principal Market on the date of
exercise.


	Notices. Any and all notices or other
communications or deliveries hereunder (including without limitation any
Exercise Notice) shall be in writing and shall be deemed given and effective on
the earliest of (i) the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile number specified in this Section prior
to 5:00 p.m. (New York City time) on a Trading day, (ii) the next Trading day
after the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number specified in this Section on a day that is not
a Trading day or later than 5:00 p.m. (New York City time) on any Trading day,
(iii) the Trading day following the date of mailing, if sent by nationally
recognized overnight courier service, or (iv) upon actual receipt by the party
to whom such notice is required to be given. The addresses for such
communications shall be: (i) if to the Company, to 8x8, Inc., 2445 Mission
College Boulevard, Santa Clara, California 95054, Attention: Chief Executive
Officer (facsimile: 408-980-0432) or (ii) if to the Holder, to the address or
facsimile number appearing on the Warrant Register or such other address or
facsimile number as the Holder may provide to the Company in accordance with
this Section with a copy to Schulte Roth & Zabel LLP, 919 Third Avenue, New
York, New York 10022, Attention: Eleazer Klein, Esq. (facsimile: 212-593-
5955).


	Warrant Agent. The Company shall serve as warrant
agent under this Warrant. Upon thirty (30) days' notice to the Holder, the
Company may appoint a new warrant agent. Any corporation into which the Company
or any new warrant agent may be merged or any corporation resulting from any
consolidation to which the Company or any new warrant agent shall be a party or
any corporation to which the Company or any new warrant agent transfers
substantially all of its corporate trust or shareholders services business shall
be a successor warrant agent under this Warrant without any further act. Any
such successor warrant agent shall promptly cause notice of its succession as
warrant agent to be mailed (by first class mail, postage prepaid) to the Holder
at the Holder's last address as shown on the Warrant Register.


	Miscellaneous.



	This Warrant shall be binding on and inure to the benefit
of the parties hereto and their respective successors and assigns. Subject to
the preceding sentence, nothing in this Warrant shall be construed to give to
any Person other than the Company and the Holder any legal or equitable right,
remedy or cause of action under this Warrant. This Warrant may be amended only
in writing signed by the Company and the Holder and their successors and
assigns.


	All questions concerning the construction, validity,
enforcement and interpretation of this Warrant shall be governed by and
construed and enforced in accordance with the internal laws of the State of
Delaware, without regard to the principles of conflicts of law thereof. Each
party agrees that all legal proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Warrant
(whether brought against a party hereto or its respective affiliates, directors,
officers, shareholders, employees or agents) shall be commenced in the state and
federal courts sitting in the State of Delaware. Each party hereto hereby
irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in the State of Delaware for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein (including with respect to the enforcement of this Warrant),
and hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is improper. Each party
hereto hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by mailing a copy
thereof via registered or certified mail or overnight delivery (with evidence of
delivery) to such party at the address in effect for notices to it under this
Warrant and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.
Each party hereto (including its affiliates, agents, officers, directors and
employees) hereby irrevocably waives, to the fullest extent permitted by
applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Warrant or the transactions contemplated
hereby. If either party shall commence an action or proceeding to enforce any
provisions of this Warrant, then the prevailing party in such action or
proceeding shall be reimbursed by the other party for its reasonable attorneys
fees and other costs and expenses incurred with the investigation, preparation
and prosecution of such action or proceeding.


	The headings herein are for convenience only, do not
constitute a part of this Warrant and shall not be deemed to limit or affect any
of the provisions hereof.


	In case any one or more of the provisions of this Warrant
shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Warrant shall not
in any way be affected or impaired thereby and the parties will attempt in good
faith to agree upon a valid and enforceable provision which shall be a
commercially reasonable substitute therefor, and upon so agreeing, shall
incorporate such substitute provision in this Warrant.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Warrant to be
duly executed by its authorized officer as of the date first indicated
above.
8x8, INC.



By:_________________________

Name: 

Title: 






























Exhibit A

FORM OF ELECTION TO PURCHASE

To 8x8, Inc.:

In accordance with Warrant No. [  ] issued to the
undersigned, the undersigned hereby elects to purchase _____________ shares of
common stock ("Common Stock"), $0.001 par value per share, of 8x8, Inc.


1.  Form of Warrant Exercise Price.  The
Holder intends that payment of the Exercise Price shall be made as:


____________"Cash Exercise" with
respect to _________________ Warrant Shares; and/or



____________"Cashless Exercise" with
respect to _________________ Warrant Shares (to the extent permitted by the
terms of Section 5(e) of the Warrant).













The undersigned hereby certifies to the Company that the
exercise of the amount set forth above in accordance with the Warrant will not
directly result in the undersigned (together with the undersigned's affiliates)
beneficially owning in excess of 9.99% of the number of shares of Common Stock
outstanding immediately after giving effect to such exercise, calculated in
accordance with Section 11 of the Warrant.



 

2.  Payment of Exercise Price.  In the event that the
holder has elected a Cash Exercise with respect to some or all of the Warrant
Shares to be issued pursuant hereto, the holder shall pay the sum of
$___________________ to the Company in accordance with the terms of the
Warrant.

The undersigned requests that the shares of Common
Stock issuable upon this exercise be issued in the name of

PLEASE INSERT SOCIAL SECURITY 

OR TAX IDENTIFICATION NUMBER:  _______________________


  

  


Facsimile Number:

Authorization:








Account Number:

  (if electronic book entry transfer)


Transaction Code Number:

  (if electronic book entry transfer)


Please print name and address


_____________________________________

_____________________________________

_____________________________________

















Exhibit B



Warrant Shares Exercise Log


 

	
Date
	
Number of Warrant Shares Available to be Exercised
	
Number of Warrant Shares Exercised
	
Number of Warrant Shares Remaining to be Exercised

	

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
	 	 	 


















Exhibit C

FORM OF ASSIGNMENT

[To be completed and signed only upon transfer of
Warrant]

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ________________________________ the right represented by the
within Warrant to purchase  ____________ shares of Common Stock of 8x8, Inc. to
which the within Warrant relates and appoints ________________ attorney to
transfer said right on the books of 8x8, Inc. with full power of substitution in
the premises.

Dated:_______________, ____
____________________________________

(Signature must conform in all respects to name of holder as specified on
the face of the Warrant)


___________________________________

Address of Transferee


 

____________________________________



____________________________________















In the presence of:

_____________________________________