Exhibit 4.3(a)
August 24, 2000
Motorola, Inc.
1303 East Algonquin Road
Schaumburg, Illinois 60196
Ladies and Gentlemen:
Pursuant to a letter agreement dated as of March 18, 1998 (the "1998
Letter Agreement") by and among Motorola, Inc. ("Motorola"), NetSpeak
Corporation ("NetSpeak") and certain other shareholders of NetSpeak, among
other things the Board of Directors of NetSpeak was expanded to provide for
Motorola designees to the board. The parties desire to amend a portion of
the 1998 Letter Agreement to limit the number of Motorola designees to one
(1) instead of up to three (3) as set forth below.
1. Paragraph 1 of the 1998 Letter Agreement shall be deemed
amended as of the date hereof to provide that Motorola shall only
have the right to designate one designee to the Board, who shall be
reasonably satisfactory to NetSpeak, provided that Motorola
beneficially owns more than 7% of NetSpeak's Outstanding Stock. At
each subsequent annual or special meeting of shareholders of NetSpeak
at which directors are to be elected, NetSpeak shall nominate and use
its best efforts to cause Motorola nominees to be elected.
2. The 1998 Letter Agreement as so amended is not intended to
abrogate any voting rights Motorola otherwise has with respect to the
shares of Outstanding Stock.
3. Capitalized terms used but not defined herein shall have
the meanings ascribed to such terms in the 1998 Letter Agreement.
4. In all other respects the 1998 Letter Agreement is hereby
ratified and reaffirmed.
5. This letter agreement, which amends the 1998 Letter
Agreement, shall be governed by the laws of the State of Florida; may
be executed in counterparts (each of which shall be deemed an
original but all of which together shall be deemed to constitute a
single instrument).
NETSPEAK CORPORATION
/s/ John W. Staten
John W. Staten
Chief Financial Officer
Acknowledged and agreed to:
MOTOROLA, INC.
By /s/ Stephen P. Earhart
Name: Stephen P. Earhart
Title: Senior Vice President
