ARTICLE I

The name of this corporation is 8 x 8, Inc.  (the "Corporation").

ARTICLE II

The address of the Corporation's registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

The Corporation shall have perpetual existence. The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV

This corporation is authorized to issue two classes of shares to be designated respectively Common Stock and Preferred Stock. Each share of Common Stock shall have$0.001 par value and each share of Preferred Stock shall have$0.001 per share. The total number of shares of Common Stock this corporation’s hall have authority to issue is 40,000,000, and the total number of shares of Preferred Stock this Corporation shall have authority to issue is 5,411,820. Of the Preferred Stock, 1,260,000 shares shall be designated Series A Preferred Stock ("Series A Preferred"), 1,100,000 shares shall be designated Series B Preferred Stock ("Series B Preferred"), 681,820 shares shall be designated Series C Preferred Stock ("Series C Preferred"), and 2,370,000 shares shall be designated Series D Preferred Stock ("Series D Preferred").

The Corporation shall from time to time in accordance with the laws Of the State of Delaware increase the authorized amount of its Common Stock if at any time the number of shares of Common Stock remaining unis sued and available for issuance shall not be sufficient to permit conversion of the Preferred Stock.

The relative rights, preferences, privileges and restrictions granted to or imposed on the respective classes of the shares of capital stock or the holders thereof are as follows:

1. Dividends.

The holders of the Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors, out of funds legally available therefor, dividends at the rate of (i)$0.05 per share per annum on each outstanding share of Series A Preferred, (ii)$0.20 per share per annum on each outstanding share of Series B Preferred, (iii)$1.10 per annum on each outstanding share of Series C Preferred and (iv)$0.55 per annum on each outstanding share of Series D Preferred, payable in preference and priority to any payment of any dividend on Common Stock for such year. The right to such dividends on the Preferred Stock shall not be cumulative. No dividend shall be paid on the Common Stock in any year, other than dividends payable solely in Common Stock, until all accrued dividends for such year have been declared and.......

详文见附件