8x8 1998 Annual Report Download - page 61

In connection with the purchase of the above-listed Securities, the Purchaser represents to the Seller and to the Company the following:
(a) Purchaser is aware of the Company's business affairs and financial condition, and has acquired sufficient information about the Company to
reach an informed and knowledgeable decision to acquire the Securities. Purchaser is purchasing these Securities for its own account for
investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof for purposes of the Securities
Act of 1933, as amended (the "Securities Act").
(b) Purchaser understands that the Securities have not been registered under the Securities Act in reliance upon a specific exemption therefrom,
which exemption depends upon, among other things, the bona fide nature of its investment intent as expressed herein. In this connection,
Purchaser understands that, in the view of the Securities and Exchange Commission (the "SEC"), the statutory basis for such exemption may be
unavailable if its representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period
specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one
year or any other fixed period in the future.
(c) Purchaser further understands that the Securities must be held indefinitely unless subsequently registered under the Securities Act or unless
an exemption from registration is otherwise available. Moreover, Purchaser understands that the Company is under no obligation to register the
Securities. In addition, Purchaser understands that the certificate evidencing the Securities will be imprinted with a legend which prohibits the
transfer of the Securities unless they are registered or such registration is not required in the opinion of counsel for the Company.
(d) Purchaser is familiar with the provisions of Rule 144, promulgated under the Securities Act, which, in substance, permits limited public
resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof, in a non-public offering subject to the satisfaction of
certain conditions. The Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires among
other things: (1) the availability of certain public information about the Company, (2) the resale occurring not less than one years after the party
has purchased, and made full payment for, within the meaning of Rule 144, the securities to be sold; and, in the case of an affiliate, or of a non-
affiliate who has held the securities less than two years, (3) the sale being made through a broker in an unsolicited "broker's transaction" or in
transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934) and the amount of securities
being sold during any three month period not exceeding the specified limitations stated therein, if applicable.
8
EXHIBIT B
INVESTMENT REPRESENTATION STATEMENT
PURCHASER : _________________________
SELLER : 8x8, Inc.
COMPANY : 8x8, Inc.
SECURITY : COMMON STOCK ISSUED UPON EXERCISE OF THE STOCK PURCHASE WARRANT
ISSUED ON February 17, 1998
AMOUNT : __________ SHARES
DATE : ____________, 19__