March 8 2005 8KA Exhibit 4.2





                Exhibit 4.2



SUBSCRIPTION AGREEMENT

 

8x8, Inc.

   3151 Jay Street

   Santa Clara, CA 95054

 

The undersigned (the "Investor") hereby confirms its
agreement with you as follows: 



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


	The Company has authorized the sale and issuance to
certain investors of up to _________ shares of Common Stock (the "Total
Shares"), par value $0.001 per share (the "Common Stock"), subject to
adjustment by the Company's Board of Directors, or a committee thereof, for a
purchase price of $______ per share (the "Purchase Price").


	The offering and sale of the Total Shares (the
"Offering") are being made pursuant to the Company's registration
statement including a base prospectus (the "U.S. Base Prospectus") on
Form S-3 (Registration No. 333-114133) filed with the United States Securities
and Exchange Commission (the "Commission") (which, together with all
amendments or supplements thereto is referred to herein as the "Registration
Statement") and a Prospectus Supplement containing certain supplemental
information regarding the Total Shares and terms of the Offering that will be
filed with the Commission (the "Prospectus Supplement") and delivered to
the Investor along with the Company's counterpart to this Agreement. 


	The Company and the Investor agree that the Investor will
purchase from the Company and the Company will issue and sell to the Investor
that portion of the Total Shares set forth below (the "Shares") for the
aggregate purchase price set forth below. The Shares shall be purchased pursuant
to the Terms and Conditions for Purchase of Shares attached hereto as Annex
I and incorporated herein by this reference as if fully set forth herein.



	The manner of settlement of the Shares purchased by the
Investor shall be determined by such Investor as follows (check
one):

[____]A.Delivery by electronic book-entry at The
Depository Trust Company ("DTC"), registered in the Investor's name and
address as set forth below, and released by Computershare Trust Company, Inc.,
the Company's transfer agent (the "Transfer Agent"), to the Investor at
the Closing. No later than one (1) business day after the execution of this
Agreement by the Investor AND THE COMPANY, the Investor shall: 

(I)direct the broker-dealer at which the account
or accounts to be credited with the Shares are maintained to set up a
Deposit/Withdrawal at Custodian ("DWAC") instructing the Transfer Agent
to credit such account or accounts with the Shares, AND

(II)IN ACCORDANCE WITH SECTION 3.3(a) of the terms and conditions attached hereto as annex i,
remit by wire transfer the amount of funds equal to the aggregate purchase price
for the shares being purchased by the Investor to the following account:


Citibank, F.S.B.

                 One Sansome Street, 24th Floor

                 San Francisco, CA 94104

Acct: IOLTA #200-002-269

                 Acct Name: A.G. Edwards/8x8

                 Bingham McCutchen

                 Ref: Client/Matter No. 2024497 / 0000312972

Domestic Wires:

               ABA Routing #321-171-184 

International Wires:

                   Swift Number - CITIUS33

- OR -






[____]B.Delivery versus payment ("DVP")
through DTC (i.e., the Company shall deliver Shares registered in the Investor's
name and address as set forth below and released by the Transfer Agent to the
Investor at the Closing directly to the account(s) at A.G. Edwards & Sons,
Inc ("Edwards") identified by the Investor through DTC and simultaneously
therewith payment shall be made from such account(s) by Edwards to the Company).
NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY
THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL: 

(I)notify EDWARDS of the account or accounts AT EDWARDS
to be credited with the Shares being purchased by such Investor, 

(II)confirm that the account or accounts at EDWARDS to be
credited with the Shares being purchased by the Investor have a minimum balance
equal to the aggregate purchase price for the Shares being purchased by the
Investor, AND

(III)AUTHORIZE EDWARDS to debit the account or accounts
at edwards with the aggregate purchase price of the shares being purchased by
the investor and to deliver such amount to the company. 

It is the investor's responsibility to (A) make the
necessary wire transfer or confirm the proper account balance in a timely manner
and (B) arrange for settlement by way of DWAC or DVP in a timely manner. If the
Investor does not deliver the aggregate purchase price for the shares or does
not make proper arrangements for settlement in a timely manner, the Shares may
not be delivered at Closing to the Investor or the Investor may be excluded from
the closing altogether.



	The Investor represents that, except as set forth
below, (a) it has had no position, office or other material relationship within
the past three years with the Company or any of its affiliates and (b) it has no
direct or indirect affiliation or association with any NASD member.
Exceptions:

________________________________________________

(If no exceptions, write "none." If left blank, response
will be deemed to be "none.")



	The Investor represents that it has received the
final U.S. Base Prospectus, dated April 14, 2004, which is a part of the
Company's Registration Statement, prior to or in connection with the receipt of
this Agreement, and that the Investor understands that it will receive the
Prospectus Supplement together with the Company's counterpart of this
Agreement.

[remainder of page intentionally left blank]

 

Number of Shares: ____________________

Purchase Price Per Share: $ _______________

Aggregate Purchase Price: $ __________________________

Please confirm that the foregoing correctly sets
forth the agreement between us by signing in the space provided below for that
purpose.

Dated as of: March __, 2005

__________________________________

     INVESTOR

                 By: ______________________

                 Print Name: ________________________

                 Title: _______________________

                 Address: ______________________________

             _____________________________

             _____________________________
















Agreed and Accepted

                   this ___ day of March, 2005:

8x8, Inc.

 

By: _______________________

                   Name:____________________

                  Title: _____________________________________


















ANNEX I

TERMS AND CONDITIONS FOR PURCHASE OF SHARES

All capitalized terms not otherwise defined in this
Annex I shall have the meanings ascribed thereto in the Subscription Agreement
to which this Annex I is attached.




	Authorization and Sale of the Shares. Subject
to the terms and conditions of this Agreement, the Company has authorized the
sale of the Shares.


	Agreement to Sell and Purchase the Shares; Placement
Agents.

2.1At the Closing (as defined in Section 3.1),
the Company will sell to the Investor, and the Investor will purchase from the
Company, upon the terms and conditions set forth herein, the number of Shares
set forth on the last page of this Agreement to which these
Terms and Conditions for Purchase of Shares are attached as Annex I
(the "Signature Page") for the aggregate purchase price therefor set
forth on the Signature Page.

2.2The Company proposes to enter into
substantially this same form of Subscription Agreement with certain other
investors (the "Other Investors") and expects to complete sales of some
or all of the remaining Total Shares to them as part of the Offering. The
Investor and the Other Investors are hereinafter sometimes collectively referred
to as the "Investors". The Company may complete sales of the remaining
Total Shares in this Offering to certain of the Other Investors without
requiring such Other Investors to enter into a Subscription Agreement; such
sales shall nevertheless be on the same price terms as the price terms for all
of the other sales in the Offering.

2.3The Investor acknowledges that the Company
intends to pay A.G. Edwards & Sons, Inc. and Griffin Securities, Inc.
(together the "Placement Agents") a fee (the "Placement Fee") in
respect of the sale of Shares to the Investor.

2.4The Company has entered into a Placement Agency
Agreement (the "Placement Agreement") with the Placement Agents that
contains certain representations, warranties, covenants and agreements of the
Company in Sections 3 and 4 thereof that may be relied upon by the Investor. The
Investors shall be express intended third party beneficiaries of such
representations, warranties, covenants and agreements contained in Sections 3
and 4 of the Placement Agreement. A copy of the Placement Agreement is available
to the Investor upon request.


	Closings and Delivery of the Shares and Funds.


3.1Closing. The completion of the purchase and
sale of the Shares (the "Closing") will occur at a place and time (the
"Closing Date") to be specified by the Company and the Placement Agents,
and of which the Investor will be notified in advance by the Placement Agents.
At the Closing and in accordance with paragraph 5 of the Subscription Agreement:
(a) the Company will cause the Transfer Agent to deliver to the Investor the
number of Shares set forth on the Signature Page registered in the name of the
Investor or, if so indicated on the Investor Questionnaire attached hereto as
Exhibit A, in the name of a nominee designated by the Investor; and (b)
the aggregate purchase price for the Shares being purchased by the Investor will
be delivered by or on behalf of the Investor to the Company. 

3.2(a) Conditions to the Company's
Obligations. The Company's obligation to issue the Shares to the
Investor will be subject to the receipt by the Escrow Agent or the Placement
Agents, on behalf of the Company, of the aggregate purchase price for the Shares
being purchased hereunder as set forth on the Signature Page and the accuracy of
the representations and warranties made by the Investor in this Agreement and
the fulfillment of those undertakings of the Investor to be fulfilled prior to
the Closing Date. 

(b)Conditions to the Investor's Obligations.
The Investor's obligation to purchase the Shares will be subject to the
accuracy in all material respects on the Closing Date of the representations and
warranties made by the Company and the fulfillment of those undertakings of the
Company with respect to the Shares and/or the Investor to be fulfilled prior to
the Closing Date, including, without limitation, those contained in Sections 3
and 4 of the Placement Agreement (collectively, the "Company Closing
Conditions"). The Investor's obligations are expressly not conditioned on
the purchase by any or all of the Other Investors of the remaining Total Shares
that they have agreed to purchase from the Company.

3.3Delivery of Funds. 

(a)Delivery by Electronic Book-Entry at The
Depository Trust Company. If the Investor elects to settle the Shares
purchased by such Investor through delivery by electronic book-entry at DTC,
no later than one (1) business day after the execution of this Agreement
by the Investor and the Company, the Investor shall remit by wire
transfer the amount of funds equal to the aggregate purchase price for the
Shares being purchased by the Investor to the following account designated by
the Company and the Placement Agents pursuant to the terms of that certain
Escrow Agreement (the "Escrow Agreement") dated as of March ___, 2005, by
and among the Company, the Placement Agents and Bingham McCutchen LLP (the
"Escrow Agent"):


Citibank, F.S.B.

                 One Sansome Street, 24th Floor

                 San Francisco, CA 94104

Acct: IOLTA #200-002-269

                 Acct Name: A.G. Edwards/8x8

                 Bingham McCutchen

                 Ref: Client/Matter No. 2024497 / 0000312972

Domestic Wires:

               ABA Routing #321-171-184 

International Wires:

                   Swift Number - CITIUS33






The Investor hereby authorizes the Escrow Agent to release
such funds in accordance with the terms of the Escrow Agreement and to take such
other actions as provided therein. Such funds shall be held in escrow until the
Closing and delivered by the Escrow Agent on behalf of the Investor to the
Company upon the satisfaction, in the sole judgment of the Placement Agents, of
the Company Closing Conditions. The Placement Agents shall have no rights in or
to any of the escrowed funds, unless the Placement Agents and the Escrow Agent
are notified in writing by the Company in connection with the Closing that a
portion of the escrowed funds shall be applied to the Placement Fee.

The Company and the Investor agree that: (i) the Escrow Agent
shall be obligated only for the performance of such duties as are specifically
set forth herein and may rely and shall be protected in relying or refraining
from acting on any instrument reasonably believed by it to be genuine and to
have been signed or presented by the proper party or parties; (ii) the Escrow
Agent shall not be personally liable for any act it may do or omit to do
hereunder as escrow agent while acting in good faith and in the exercise of its
own good judgment, and any act done or omitted by it pursuant to the advice of
its legal counsel and other experts shall be conclusive evidence of such good
faith; (iii) the Escrow Agent is hereby expressly authorized to disregard any
and all warnings given by any of the parties hereto or by any other person or
company, excepting only orders or process of courts of law, and are hereby
expressly authorized to comply with and obey orders, judgments or decrees of any
court; and (iv) should any dispute arise with respect to the delivery and/or
ownership or rights of possession of the escrowed funds held by the Escrow Agent
hereunder, the Escrow Agent is authorized and directed to retain in its
possession without liability to anyone all or any part of said funds until such
dispute shall have been settled either by mutual written agreement of the
parties concerned or by a final order, decree, or judgment of a court of
competent jurisdiction after the time for appeal has expired and no appeal has
been perfected, but the Escrow Agent shall be under no duty whatsoever to
institute or defend any such proceedings. The Company and the Investor agree to
indemnify and hold the Escrow Agent harmless from and against any and all
losses, costs, damages, expenses and claims (including, without limitation,
court costs and reasonable attorneys fees) ("Losses") arising under this
Section 3.3 or otherwise with respect to the funds held in escrow
pursuant hereto or arising under the Escrow Agreement, unless it is finally
determined that such Losses resulted directly from the willful misconduct or
gross negligence of the Escrow Agent. Anything in this Agreement to the contrary
notwithstanding, in no event shall the Escrow Agent be liable for any special,
indirect or consequential loss or damage of any kind whatsoever (including but
not limited to lost profits), even if the Escrow Agent has been advised of the
likelihood of such loss or damage and regardless of the form of action.

Investor shall also furnish to the Placement Agents a
completed W-9 form (or, in the case of an Investor who is not a United States
citizen or resident, a W-8 form), if requested.

Investor acknowledges that the Escrow
Agent acts as counsel to the Placement Agents, and shall have the right to
continue to represent the Placement Agents, in any action, proceeding, claim,
litigation, dispute, arbitration or negotiation in connection with the Offering
or otherwise, and Investor hereby consents thereto and waives any objection to
the continued representation of the Placement Agents by the Escrow Agent in
connection therewith based upon the services of the Escrow Agent under the
Escrow Agreement, without waiving any duty or obligation the Escrow Agent may
have to any other person.

(b)Delivery Versus Payment through The Depository
Trust Company. If the Investor elects to settle the Shares purchased by such
Investor by delivery versus payment through DTC, no later than one (1)
business day after the execution of this Agreement by the Investor and the
Company, the Investor shall confirm that the account or accounts at
Edwards to be credited with the Shares being purchased by the Investor have a
minimum balance equal to the aggregate purchase price for the Shares being
purchased by the Investor. 

3.4Delivery of Shares. 

(a)Delivery by Electronic Book-Entry at The
Depository Trust Company. If the Investor elects to settle the Shares
purchased by such Investor through delivery by electronic book-entry at DTC,
no later than one (1) business day after the execution of this Agreement
by the Investor and the Company, the Investor shall direct the broker-
dealer at which the account or accounts to be credited with the Shares being
purchased by such Investor are maintained, which broker/dealer shall be a DTC
participant, to set up a Deposit/Withdrawal at Custodian ("DWAC")
instructing Computershare Trust Company, Inc., the Company's transfer agent, to
credit such account or accounts with the Shares by means of an electronic book-
entry delivery. Such DWAC shall indicate the settlement date for the deposit of
the Shares, which date shall be provided to the Investor by the Placement
Agents. Simultaneously with the delivery to the Company by the Escrow Agent of
the funds held in escrow pursuant to Section 3.3 above, the Company shall
direct its transfer agent to credit the Investor's account or accounts with the
Shares pursuant to the information contained in the DWAC. 

(b)Delivery Versus Payment through The Depository
Trust Company. If the Investor elects to settle the Shares purchased by such
Investor by delivery versus payment through DTC, no later than one (1)
business day after the execution of this Agreement by the Investor and the
Company, the Investor shall notify Edwards of the account or accounts at
Edwards to be credited with the Shares being purchased by such Investor. On the
Closing Date, the Company shall deliver the Shares to the Investor directly to
the account(s) at Edwards identified by Investor through DTC and simultaneously
therewith payment shall be made from such account(s) by Edwards to the Company.



	Representations, Warranties and Covenants of the
Investor.



	The Investor represents and warrants to, and
covenants with, the Company that: (a) the Investor is knowledgeable,
sophisticated and experienced in making, and is qualified to make decisions with
respect to, investments in shares presenting an investment decision like that
involved in the purchase of the Shares, including investments in securities
issued by the Company and investments in comparable companies, and has
requested, received, reviewed and considered all information it deemed relevant
in making an informed decision to purchase the Shares; (b) the Investor has
answered all questions on the Signature Page for use in preparation of the
Prospectus Supplement and the answers thereto are true and correct as of the
date hereof and will be true and correct as of the Closing Date; and (c) the
Investor, in connection with its decision to purchase the number of Shares set
forth on the Signature Page, is relying only upon the U.S. Base Prospectus, the
Prospectus Supplement, the documents incorporated by reference therein, and the
representations and warranties of the Company contained in Section 3 of the
Placement Agreement. 


	The Investor acknowledges, represents and agrees that no
action has been or will be taken in any jurisdiction outside the United States
by the Company or the Placement Agents that would permit an offering of the
Shares, or possession or distribution of offering materials in connection with
the issue of the Shares in any jurisdiction outside the United States where
action for that purpose is required. The Investor, if outside the United States,
will comply with all applicable laws and regulations in each foreign
jurisdiction in which it purchases, offers, sells or delivers Shares or has in
its possession or distributes any offering material, in all cases at its own
expense. The Placement Agents are not authorized to make and have not made any
representation or use of any information in connection with the issue,
placement, purchase and sale of the Shares, except as set forth or incorporated
by reference in the U.S. Base Prospectus or the Prospectus Supplement.


	The Investor further represents and warrants to, and
covenants with, the Company that: (a) the Investor has full right, power,
authority and capacity to enter into this Agreement and to consummate the
transactions contemplated hereby and has taken all necessary action to authorize
the execution, delivery and performance of this Agreement; and (b) this
Agreement constitutes a valid and binding obligation of the Investor enforceable
against the Investor in accordance with its terms, except as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' and contracting parties' rights generally and
except as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law) and except as the indemnification agreements of the Investor
herein may be legally unenforceable.


	The Investor understands that nothing in this Agreement
or any other materials presented to the Investor in connection with the purchase
and sale of the Shares constitutes legal, tax or investment advice. The Investor
has consulted such legal, tax and investment advisors as it, in its sole
discretion, has deemed necessary or appropriate in connection with its purchase
of Shares.


	The Investor represents, warrants and agrees that, since
the earlier to occur of (i) the date on which the Placement Agents first
contacted the Investor about the Offering and (ii) the date that is the tenth
(10th) trading day prior to the date of this Agreement, it has not
directly or indirectly engaged in any short selling of the Company's securities,
or established or increased any "put equivalent position" as defined in Rule
16(a)-1(h) under the Securities Exchange Act of 1934 with respect to the
Company's securities.


	Survival of Representations, Warranties and
Agreements. Notwithstanding any investigation made by any party to this
Agreement or by the Placement Agents, all covenants, agreements, representations
and warranties made by the Company and the Investor herein will survive the
execution of this Agreement, the delivery to the Investor of the Shares being
purchased and the payment therefor.


	Notices. All notices, requests, consents and other
communications hereunder will be in writing, will be mailed (a) if within the
domestic United States by first-class registered or certified airmail, or
nationally recognized overnight express courier, postage prepaid, or by
facsimile or (b) if delivered from outside the United States, by International
Federal Express or facsimile, and will be deemed given (i) if delivered by
first-class registered or certified mail domestic, three business days after so
mailed, (ii) if delivered by nationally recognized overnight carrier, one
business day after so mailed, (iii) if delivered by International Federal
Express, two business days after so mailed, and (iv) if delivered by facsimile,
upon electric confirmation of receipt and will be delivered and addressed as
follows:




	if to the Company, to: 

8x8, Inc.

   3151 Jay Street

   Santa Clara, CA 95054

                   Attention: Chief Financial Officer

                   Phone: (408) 727-1885

                   Telecopy: (408) 980-0432

with copies to: 

DLA Piper Rudnick Gray Cary US LLP

   2000 University Avenue

   East Palo Alto, CA 94303

                   Attention: Andrew Zeif

                   Phone: (650) 833-2459

                   Telecopy: (650) 833-2001


	if to the Investor, at its address on the Signature Page
hereto, or at such other address or addresses as may have been furnished to the
Company in writing.


	Changes. This Agreement shall not be modified or
amended except pursuant to an instrument in writing signed by the Company and
the Investor.


	Headings. The headings of the various sections of
this Agreement have been inserted for convenience of reference only and will not
be deemed to be part of this Agreement.


	Severability. In case any provision contained in
this Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein will not in any way be affected or impaired thereby.


	Governing Law; Jurisdiction. This Agreement will
be governed by, and construed in accordance with, the internal laws of the State
of Delaware, without giving effect to the principles of conflicts of law that
would require the application of the laws of any other jurisdiction. Any legal
action, suit or proceeding arising out of or relating to this Agreement, the
Placement Agreement or the transactions contemplated hereby or thereby shall
only be instituted, heard and adjudicated (excluding appeals) only in a state or
federal court located in Delaware, and each party hereto knowingly, voluntarily
and intentionally waives any objection which such party may now or hereafter
have to the laying of the venue of any such action, suit or proceeding, and
irrevocably submits to the exclusive personal jurisdiction of any such court in
any such action, suit or proceeding. Service of process in connection with any
such action, suit or proceeding may be served on each party hereto anywhere in
the world by the same methods as are specified for the giving of notices under
this Agreement. 


	Counterparts. This Agreement may be executed in
two or more counterparts, each of which will constitute an original, but all of
which, when taken together, will constitute but one instrument, and will become
effective when one or more counterparts have been signed by each party hereto
and delivered to the other parties. The Company and the Investor acknowledge and
agree that the Company shall deliver its counterpart to the Investor along with
the Prospectus Supplement. 


	Confirmation of Sale. The Investor acknowledges
and agrees that such Investor's receipt of the Company's counterpart to this
Agreement, together with the Prospectus Supplement, shall constitute written
confirmation of the Company's sale of Shares to such Investor.


	Termination. In the event that the Placement
Agreement is terminated by the Placement Agents pursuant to the terms thereof,
this Agreement shall terminate without any further action on the part of the
parties hereto.

14.Entire Agreement. This Agreement, and the
applicable provisions of this Placement Agreement, constitute the entire
agreement between the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements and understandings between such parties with
respect to such subject matter.

15.No Assignment. This Agreement shall not be
assigned by any party hereto, without the express prior written consent of the
Company, the Investor and the Placement Agents.

















Exhibit A

8x8, INC.

INVESTOR QUESTIONNAIRE

Pursuant to Section 3 of Annex I to this
Agreement, please provide us with the following information:


	


1.The exact name that your Shares are to be registered in. You may use a
nominee name if appropriate:


	
__________________________________

	


2.The relationship between the Investor and the registered holder listed
in response to item 1 above:


	
__________________________________

	


3.The mailing address of the registered holder listed in response to item
1 above:


	
__________________________________

	


4.The Social Security Number or Tax Identification Number of the
registered holder listed in response to item 1 above:


	
__________________________________

	


5.Name of DTC Participant (broker-dealer at which the account or accounts
to be credited with the Shares are maintained)


	
__________________________________

	


6.DTC Participant Number


	
__________________________________

	


7.Name of Account at DTC Participant being credited with the Shares


	
__________________________________

	


8.Account Number at DTC Participant being credited with the Shares


	
__________________________________