Exhibit 10.20


 


STOCKHOLDER
IRREVOCABLE UNDERTAKING


 


This STOCKHOLDER IRREVOCABLE UNDERTAKING (this “Undertaking”) is made and entered into as
of June 2, 2005, by and between Intentia
International AB (publ), a company organized under the laws of
Sweden, (“Intentia”), and the
undersigned Stockholder (“Stockholder”)
of Lawson Software, Inc., a
Delaware corporation (“Lawson”).


 


RECITALS


 


A.                                   Intentia,
Lawson , Lion Holdings, Inc.,
a Delaware corporation (“Bidder”)
and Lion Acquisition, Inc., a
Delaware corporation (“Lion Acquisition”)
have entered into a Transaction Agreement (the “Transaction Agreement”). 
Lawson has organized Bidder and caused Bidder to organize Lion
Acquisition for the purpose of reorganizing Lawson into a holding company
through a merger of Lion Acquisition with and into Lawson, with Lawson as the
surviving corporation (the “Merger”)
pursuant to an Agreement of Merger between Lawson and Lion Acquisition (the “Merger Agreement”).  As a result of the Merger, Lawson will become
a wholly owned subsidiary of Bidder. 
Bidder will enter into a business combination with Intentia pursuant to
the Transaction Agreement by means of a recommended public offer by Bidder for
all of the issued and outstanding shares, warrants and convertible notes of
Intentia (the “Offer”);


 


B.                                     Such
Offer will be publicly announced by way of a press release issued by Lawson and
Intentia setting forth the terms and conditions of the purchase and in the
agreed form as set out in Appendix 1 (the “Press
Announcement”);


 


C.                                     Stockholder
is the beneficial owner (as such term is defined under Rule 13(d)(3) promulgated
under the Securities Exchange Act of 1934, as amended) of such number of shares
of Common Stock, par value $0.01 per share, of Lawson (“Lawson Common Stock”) as set forth on the
signature page hereof, and options, warrants or other rights to acquire
such number of shares of Lawson Common Stock as set forth on the signature page hereof;
and


 


D.                                    As
an inducement and a condition to entering into the Transaction Agreement and issuing
its press release, Intentia has requested that Stockholder agree, and
Stockholder has agreed (in Stockholder’s capacity as such), to enter into this
Agreement in order to facilitate the consummation of the Offer.


 


NOW, THEREFORE, intending to be legally
bound, the parties hereto agree as follows:


 


1.                                       Definitions.  For the purposes of this Agreement,
capitalized terms that are used but not defined herein shall have the
respective meanings ascribed thereto in the Transaction Agreement.


 


“Expiration Date” shall mean the earlier to
occur of (i) six months after the earlier date of (A) the termination
of the Offer by Lawson in accordance with the terms and conditions set forth in
the Press Announcement, or (B) termination of the Transaction Agreement or
(ii) such date and time as the Offer shall have consummated in accordance
with the terms and conditions set forth in the Transaction Agreement and the
Press Announcement.


 





















 


“Person” shall mean any individual, any
corporation, limited liability company, general or limited partnership,
business trust, unincorporated association or other business organization or
entity, or any governmental authority.


 


“Shares” shall mean: (i) all
securities of Lawson (including all shares of Lawson Common Stock and all
options, warrants and other rights to acquire shares of Lawson Common Stock)
owned by Stockholder as of the date of this Agreement, and (ii) all
additional securities of Lawson (including all additional shares of Lawson
Common Stock and all additional options, warrants and other rights to acquire
shares of Lawson Common Stock) of which Stockholder acquires beneficial
ownership during the period commencing with the execution and delivery of this
Agreement until the Expiration Date.


 


A
Person shall be deemed to have effected a “Transfer”
of a security if such Person directly or indirectly (i) offers for sale,
sells, assigns, pledges, encumbers, grants an option with respect to, transfers
or otherwise disposes of such security or any interest therein, or (ii) enters
into an agreement, commitment or other arrangement providing for the sale of,
assignment of, pledge of, encumbrance of, granting of an option with respect
to, transfer of or disposition of such security or any interest therein;
provided, however, that the granting by Stockholder of a security interest in
Shares to a brokerage firm to secure a cash loan from such brokerage firm for
the purpose of purchasing shares of Lawson Common Stock upon exercise of Lawson
Options outstanding on the date of this Agreement shall not be deemed a “Transfer” for purposes of this Agreement.


 


2.                                       Restriction
on Transfer, Proxies and Non-Interference. 
Except as expressly contemplated by this Agreement, at all times during
the period commencing with the execution and delivery of this Agreement and
continuing until the Expiration Date, Stockholder shall not, directly or
indirectly, (i) cause or permit the Transfer of any of the Shares to be
effected, or discuss, negotiate or make any offer regarding any Transfer of any
of the Shares, (ii) grant any proxies or powers of attorney with respect
to any of the Shares, deposit any of the Shares into a voting trust or enter
into a voting agreement or other similar commitment or arrangement with respect
to any of the Shares in contravention of the obligations of Stockholder under
this Agreement, (iii) request that Lawson register the Transfer of any
certificate or uncertificated interest representing any of the Shares, or (iv) take
any action that would make any representation or warranty of Stockholder
contained herein untrue or incorrect, or have the effect of preventing or
disabling Stockholder from performing any of Stockholder’s obligations under
this Agreement.  Notwithstanding the
foregoing or anything to the contrary set forth in this Agreement, (A) Stockholder
may Transfer any or all of the Shares pursuant to, and in accordance with, the
terms of Stockholder’s 10b-5 plan or arrangement with Lawson, if any, as in
effect as of the date hereof, and (B) Stockholder may sell Shares for cash
to the extent necessary to pay taxes incurred as a direct result of the
exercise of Lawson Options after the date hereof.


 


3.                                       Voting
Agreement.  At any meeting of Lawson’s
stockholders called with respect to the following, however called, and at every
adjournment or postponement thereof, Stockholder shall appear at such meeting,
in person or by proxy, or otherwise cause all of the Shares to be counted as
present thereat for purposes of establishing a quorum thereat, and Stockholder
shall vote, or cause to be voted (and on every action or approval by written
consent of stockholders with respect to the following, act, or cause to be
acted, by written consent) with


 





















 


respect to all of the
Shares that Stockholder is entitled to vote or as to which Stockholder has the
right to direct the voting, as of the relevant record date:


 


(a)                                  in
favor of the issuance of shares of Bidder Common Stock in connection with the
Offer;


 


(b)                                 in
favor of adoption of the Merger Agreement and approval of the transactions
contemplated thereby; and


 


(c)                                  against
any proposal made in opposition to, or in competition with, consummation of the
Offer, including any Acquisition Proposal.


 


4.                                       Irrevocable
Proxy.  Concurrently with the execution
of this Agreement, Stockholder shall deliver to Intentia an irrevocable proxy
in the form attached hereto as Exhibit A (the “Proxy”), which shall be irrevocable to the fullest extent
permitted by applicable law, with respect to the Shares.


 


5.                                       Representations
and Warranties.  Stockholder hereby
represents and warrants to Intentia as follows:


 


(a)                                  Ownership
of Shares.  Stockholder is the
beneficial owner (as such term is defined under Rule 13(d)(3) promulgated
under the Securities Exchange Act of 1934, as amended, except that such terms
shall include Shares that may be acquired more than sixty (60) days from the
date hereof) of all of the Shares. 
Stockholder has sole voting power and the sole power of disposition with
respect to all of the Shares, with no limitations, qualifications or
restrictions on such rights, subject to applicable federal securities laws and
the terms of this Agreement.  Stockholder
is the sole record holder (as reflected in the records maintained by Lawson’s
transfer agent for Lawson Common Stock) of all of the Shares.


 


(b)                                 Power;
Binding Agreement.  Stockholder has
the legal capacity, power and authority to enter into and perform all of
Stockholder’s obligations under this Agreement. 
The execution, delivery and performance of this Agreement by Stockholder
will not violate any agreement or court order to which Stockholder is a party
or is subject, including, without limitation, any voting agreement or voting
trust.  This Agreement has been duly and
validly executed and delivered by Stockholder and constitutes a valid and
binding agreement of Stockholder, enforceable against Stockholder in accordance
with its terms.


 


(c)                                  No
Consents.  To his, her or its
knowledge, the execution and delivery of this Agreement by Stockholder does
not, and the performance by Stockholder of his, her or its obligations
hereunder will not, require Stockholder to obtain any consent, approval,
authorization or permit of, or to make any filing with or notification to, any
Governmental Authority.


 


6.                                       No
Ownership Interest.  Nothing contained in
this Agreement shall be deemed to vest in Intentia any direct or indirect
ownership or incidence of ownership of or with respect to


 





















 


any Shares.  Except as provided in this Agreement, all
rights, ownership and economic benefits relating to the Shares shall remain
vested in and belong to Stockholder.


 


7.                                       No
Solicitation.   Shareholder, in its capacity as a shareholder,
shall not, and shall cause each of its representatives (other than Lawson and
its subsidiaries) not to, take any action that would constitute a breach of
Paragraph 11 of the Transaction Agreement if such action were taken by Lawson..


 


8.                                       Stockholder
Notification of Acquisition of Additional Shares.  At all times during the period commencing
with the execution and delivery of this Agreement and continuing until the
Expiration Date, Stockholder shall promptly notify Intentia of the number of
any additional shares of Lawson Common Stock and the number and type of any
other voting securities of Lawson acquired by Stockholder, if any, after the
date hereof.


 


9.                                       Termination.  This Agreement shall terminate immediately
and automatically, without any action on the part of any party hereto, as of
the Expiration Date.


 


10.                                 Directors
and Officers.  Notwithstanding anything
in this Agreement to the contrary, if Stockholder is a director or officer of
Lawson, nothing contained in this Agreement shall prohibit such director or
officer from acting in his/her capacity as such or from taking such action as a
director or officer of Lawson that may be required on the part of such person
as a director or officer of Lawson, including acting in compliance with
paragraph 2 and11.2 of the Transaction Agreement.


 


11.                                 Miscellaneous.


 


(a)                                  Entire
Agreement.  This Agreement constitutes
the entire agreement among the parties with respect to the subject matter
hereof and supersede all prior agreements and understandings, both written and
oral, among the parties with respect to the subject matter hereof.


 


(b)                                 Certain
Events.  This Agreement and the
obligations hereunder shall attach to all of the Shares and shall be binding
upon any person to whom legal or beneficial ownership of any of the Shares
shall pass, whether by operation of law or otherwise.  Notwithstanding any Transfer of any of the
Shares, the transferor shall remain liable for the performance of all
obligations of the transferor under this Agreement.  Notwithstanding the foregoing or anything to
the contrary set forth in this Agreement, this Agreement and the obligations
hereunder shall not attach to any Shares that are Transferred, and shall not be
binding upon any person to whom legal or beneficial ownership of any of the
Shares shall pass, in any Transfer effected by Stockholder pursuant to the last
sentence of Section 2 of this Agreement.


 


(c)                                  Assignment.  No party may assign either this Agreement or
any of its rights, interests, or obligations hereunder without the prior
written approval of the other parties. 
Any purported assignment in violation of this Section shall be
void.


 


(d)                                 Amendments,
Waivers, Etc.  This Agreement may not be
amended, changed, supplemented, waived or otherwise modified or terminated,
except upon the execution and delivery of a written agreement executed by the
parties hereto.


 





















 


(e)                                  Notices.  All notices and other communications
hereunder shall be in writing and shall be deemed duly given (i) on the
date of delivery if delivered personally, (ii) on the date of confirmation
of receipt (or, the first business day following such receipt if the date is
not a business day) of transmission by telecopy or telefacsimile, or (iii) on
the date of confirmation of receipt (or, the first business day following such
receipt if the date is not a business day) if delivered by a nationally
recognized courier service.  All notices
hereunder shall be delivered as set forth below, or pursuant to such other
instructions as may be designated in writing by the party to receive such
notice:


 


(i)                                     if
to Intentia, to:


 


Vendevägen
89


Box
596


SE-182
15 Danderyd


Sweden


Attention:  Niklas Björkqvist


Telephone
No.:  +46 (0)8 5552 5000


Telecopy
No.: +46 (0)8 5552 5999


 


(ii)                                  if
to Stockholder, to the address for notice set forth on the signature page hereof.


 


with
copies to


 


Dorsey &
Whitney LLP


Suite 1500


50
South Sixth Street


Minneapolis,
MN 55402


Attention:  Jonathan B. Abram


Telephone
No.:  (612) 343-7962


Telecopy
No.:  (612) 340-8738


 


(f)                                    Severability.  In the event that any provision of this
Agreement or the application thereof, becomes or is declared by a court of
competent jurisdiction to be illegal, void or unenforceable, the remainder of
this Agreement will continue in full force and effect and the application of
such provision to other Persons or circumstances will be interpreted so as
reasonably to effect the intent of the parties hereto.  The parties further agree to replace such
void or unenforceable provision of this Agreement with a valid and enforceable
provision that will achieve, to the greatest extent possible, the economic,
business and other purposes of such void or unenforceable provision.


 


(g)                                 No
Waiver.  The failure of any party hereto
to exercise any right, power or remedy provided under this Agreement or
otherwise available in respect hereof at law or in equity, or to insist upon
compliance by any other party hereto with its obligations hereunder, and any
custom or practice of the parties at variance with the terms hereof, shall not
constitute a


 





















 


waiver by such party of
its right to exercise any such or other right, power or remedy or to demand
such compliance.


 


(h)                                 Governing
Law.  This Agreement shall be governed by
and construed in accordance with the laws of the State of New York, USA,
without regard to its principles of conflicts of laws (except to the extent
that applicable laws governing the corporate organization of Lawson or Intentia
mandate the application of the laws of the jurisdiction of organization of such
party and except to the extent that the application of the laws of Sweden apply
to the Offer).  Each party irrevocably and
unconditionally consents and submits to the jurisdiction of the state and
federal courts located in the state of Delaware for purposes of any action,
suit or proceeding arising out of or relating to this Agreement.


 


(i)                                     Other
Remedies; Specific Performance.


 


(i)                                     Other
Remedies.  Except as otherwise
provided herein, any and all remedies herein expressly conferred upon a party
will be deemed cumulative with and not exclusive of any other remedy conferred
hereby, or by law or equity upon such party, and the exercise by a party of any
one remedy will not preclude the exercise of any other remedy.  The parties hereto agree that irreparable
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached.


 


(ii)                                  Specific
Performance.  It is accordingly
agreed that the parties shall be entitled to seek an injunction or injunctions
to prevent breaches of this Agreement and to enforce specifically the terms and
provisions hereof in any court of the United States or any state having
jurisdiction, this being in addition to any other remedy to which they are
entitled at law or in equity.


 


(j)                                     Counterparts.  This Agreement may be executed in any number
of counterparts, all of which shall be considered one and the same agreement
and shall become effective when one or more counterparts have been signed by
each of the parties and delivered to the other party, it being understood that
all parties need not sign the same counterpart.


 


(k)                                  Further
Assurances.  At the request of any party
to another party or parties to this Agreement, such other party or parties
shall execute and deliver such instruments or documents to evidence or further
effectuate (but not to enlarge) the respective rights and obligations of the
parties and to evidence and effectuate any termination of this Agreement.


 


(l)                                     Public
Disclosure.  Shareholder shall not issue
any statement or communication to any third party that would be constitute a
breach of Section 13 of the Transaction Agreement if such statement or
communication were made by Lawson..


 





















 


IN WITNESS WHEREOF, the undersigned have
executed, or caused this Stockholder Irrevocable Undertaking to be executed by
a duly authorized officer, as of the date first written above.


 


 


	
   

  	
  INTENTIA
  INTERNATIONAL AB

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Bertrand
  Sciard

  	
   

  
	
   

  	
  Name:

  	
  Bertrand Sciard

  	
   

  
	
   

  	
  Title:

  	
  President &
  CEO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STOCKHOLDER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
  Facsimile No.:

  	
   

  	
   

  
										



 





















 


IN WITNESS WHEREOF, the undersigned have
executed, or caused this Stockholder Irrevocable Undertaking to be executed by
a duly authorized officer, as of the date first written above.


 


 


	
   

  	
  INTENTIA
  INTERNATIONAL AB

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STOCKHOLDER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
  /s/John Cerullo

  	
   

  
	
   

  	
  Name:

  	
  John Cerullo

  	
   

  
	
   

  	
  Address:

  	
  1034 Ocean Blvd

  Hampton, NH 03842

  	
   

  
	
   

  	
  Facsimile No.:

  	
   

  	
   

  
										



 





















 


IN WITNESS WHEREOF, the undersigned have
executed, or caused this Stockholder Irrevocable Undertaking to be executed by
a duly authorized officer, as of the date first written above.


 


 


	
   

  	
  INTENTIA
  INTERNATIONAL AB

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STOCKHOLDER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
  /s/William B.
  Lawson

  	
   

  
	
   

  	
  Name:

  	
  William B.
  Lawson

  	
   

  
	
   

  	
  Address:

  	
  5915 Pine St.

  Lino Lakes, MN 55014

  	
   

  
	
   

  	
  Facsimile No.:

  	
  763-795-9555

  	
   

  
										



 





















 


IN WITNESS WHEREOF, the undersigned have
executed, or caused this Stockholder Irrevocable Undertaking to be executed by
a duly authorized officer, as of the date first written above.


 


 


	
   

  	
  INTENTIA
  INTERNATIONAL AB

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STOCKHOLDER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
  /s/H. Richard.
  Lawson

  	
   

  
	
   

  	
  Name:

  	
  H. Richard. Lawson

  	
   

  
	
   

  	
  Address:

  	
  380 St. Peter

  St. Paul, MN 55102

  	
   

  
	
   

  	
  Facsimile No.:

  	
   

  	
   

  
										



 





















 


EXHIBIT A


 


IRREVOCABLE
PROXY


 


The
undersigned Stockholder (the “Stockholder”)
of Lawson Software, Inc., a Delaware corporation (“Lawson”), hereby irrevocably (to the
fullest extent permitted by law) appoints Romesh Wadhwani and Bertrand Sciard
of Intentia International AB, a company organized under the laws of Sweden (“Intentia”), as the sole and exclusive
attorneys and proxies of the undersigned, with full power of substitution and resubstitution,
to vote and exercise all voting and related rights (to the full extent that the
undersigned is entitled to do so) with respect to all of the shares of capital
stock of Lawson that now are or hereafter may be beneficially owned by the undersigned,
and any and all other shares or securities of Lawson issued or issuable in
respect thereof on or after the date hereof (collectively, the “Shares”), in accordance with the terms of
this Proxy.  The Shares beneficially
owned by Stockholder as of the date of this Proxy are listed on the final page of
this Proxy, along with the number(s) of the stock certificate(s) which
represent such Shares.  Upon Stockholder’s
execution of this Proxy, any and all prior proxies given by the undersigned
with respect to any Shares are hereby revoked and Stockholder agrees not to
grant any subsequent proxies with respect to the Shares until after the
Expiration Date (as defined below).


 


This
Proxy is irrevocable (to the fullest extent permitted by law), is coupled with
an interest and is granted pursuant to that certain Stockholder Undertaking of
even date herewith (the “Stockholder
Undertaking”) by and between Intentia and the undersigned
Stockholder of Lawson, and is granted in consideration of Intentia, Lawson,
Lion Holdings, Inc., a Delaware corporation (“Bidder”) and Lion Acquisition, Inc., a Delaware
corporation (“Lion Acquisition”)
entering into that certain Transaction Agreement of even date herewith (as it
may hereafter be amended from time to time in accordance with the provisions
thereof, the “Transaction Agreement”).  The Transaction Agreement provides for the
offer of Bidder Common Stock for all of the shares held by Intentia’s
stockholders at fixed exchange ratios. 
As used in this Proxy, the term “Expiration
Date” shall mean the earlier to occur of (i) six months after
the earlier date of (A) the termination of the Offer by Lawson in
accordance with the terms and conditions set forth in the Press Announcement,
or (B) January 31, 2006 or (ii) such date and time as the Offer
shall have consummated in accordance with the terms and conditions set forth in
the Transaction Agreement and the Press Announcement.


 


The
attorneys and proxies named above, and each of them, are hereby authorized and
empowered by Stockholder, at any time prior to the Expiration Date, to act as
Stockholder’s attorney and proxy to vote all of the Shares, and to exercise all
voting, consent and similar rights of the undersigned with respect to all of
the Shares (including, without limitation, the power to execute and deliver
written consents) at every annual or special meeting of stockholders of Lawson
(and at every adjournment or postponement thereof), and in every written
consent in lieu of such meeting:


 


(a)                                  in
favor of issuance of shares of Bidder Common Stock to be offered to Intentia
shareholders and warrant holders in consideration for Intentia’s Series A
and Series B Shares and Warrants in accordance with the Offer;


 





















 


(b)                                 in
favor of adoption of the Merger Agreement and approval of the transactions
contemplated thereby; and


 


(c)                                  against
any proposal made in opposition to, or in competition with, consummation of the
Offer or the Merger, including any Acquisition Proposal.


 


The
attorneys and proxies named above may not exercise this Proxy on any other
matter except as provided in clauses (a), (b) and (c) above.  Stockholder may vote the Shares on all other
matters.  Notwithstanding anything in
this Proxy to the contrary, if Stockholder is a director or officer of Lawson,
nothing contained in this Proxy shall prohibit such director or officer from
acting in his/her capacity as such or from taking such action as a director or
officer of Lawson that may be required on the part of such person as a director
or officer of Lawson, including acting in compliance with the Transaction
Agreement.


 


Any
obligation of Stockholder hereunder shall be binding upon the successors and
assigns of Stockholder.


 


This
Proxy shall terminate and be of no further force and effect, automatically upon
the Expiration Date.


 


IN WITNESS WHEREOF, Stockholder has caused
this Irrevocable Proxy to be duly executed as of the day and year first above
written.


 


	
   

  	
  STOCKHOLDER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
  Facsimile No.:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Shares
  beneficially Owned:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Lawson common
  shares

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Lawson common
  shares issuable upon exercise of outstanding options or warrants

  
							



 





















 


FIRST AMENDMENT

TO STOCKHOLDER IRREVOCABLE UNDERTAKING


 


This
FIRST AMENDMENT TO STOCKHOLDER IRREVOCABLE
UNDERTAKING (this “Amendment”)
is effective as of December 14, 2005, by and between Intentia International AB (publ), a company
organized under the laws of Sweden, (“Intentia”),
and the undersigned Stockholder (“Stockholder”)
of Lawson Software, Inc., a
Delaware corporation (“Lawson”).  All capitalized terms used but not defined in
the Amendment have the meaning assigned to them in the Stockholder Irrevocable
Undertaking (the “Stockholder Irrevocable
Undertaking”), dated June 2, 2005, by and among Intentia
and Stockholder.


 


RECITALS


 


WHEREAS, Intentia and Stockholder have previously entered into the Stockholder
Irrevocable Undertaking which sets forth, among other matters, the terms and
conditions under which Stockholder will vote in favor of the proposed business
combination Intentia with Lawson;


 


WHEREAS, Intentia, Lawson, Lawson Holdings, Inc., a Delaware corporation
and Lawson Acquisition, Inc., a Delaware corporation, have entered into a
Transaction Agreement, dated June 2, 2005 (the “Transaction Agreement”) and a first
amendment to the Transaction Agreement, effective as of December 14, 2005
(the “Transaction Agreement Amendment”);
and


 


WHEREAS, each of Intentia and Stockholder desires that certain terms of the
Stockholder Irrevocable Undertaking be amended, as set forth herein.


 


NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
agreements set forth herein and in the Stockholder Irrevocable Undertaking, the
parties hereto agree as follows:


 


1.                                       All references in the Stockholder Irrevocable
Undertaking and in this Amendment shall be understood to refer to the
Transaction Agreement as amended by the Transaction Agreement Amendment or by
any subsequent amendment to the Transaction Agreement.


 


2.                                       Section 2 of the Stockholder Irrevocable
Undertaking is amended and restated in its entirety as follows:


 


“2.  Restriction on Transfer, Proxies and Non-Interference.  Except as expressly contemplated by this
Agreement, at all times during the period commencing with the execution and
delivery of this Agreement and continuing until the Expiration Date,
Stockholder shall not, directly or indirectly, (i) cause or permit the
Transfer of any of the Shares to be effected, or discuss, negotiate or make any
offer regarding any Transfer of any of the Shares, (ii) grant any proxies
or powers of attorney with respect to any of the Shares, deposit any of the
Shares into a voting trust or enter into a voting agreement or other similar
commitment or arrangement with respect to any of the Shares in contravention of
the obligations of Stockholder under this Agreement, (iii) request that
Lawson register the Transfer of any certificate or uncertificated interest
representing any


 





















 


of
the Shares, or (iv) take any action that would make any representation or
warranty of Stockholder contained herein untrue or incorrect, or have the
effect of preventing or disabling Stockholder from performing any of
Stockholder’s obligations under this Agreement. 
Notwithstanding the foregoing or anything to the contrary set forth in
this Agreement, (A) Stockholder may Transfer any or all of the Shares
pursuant to, and in accordance with, the terms of Stockholder’s 10b-5 plan or
arrangement with Lawson, if any, as in effect as of the date hereof,  (B) Stockholder may sell Shares for cash
to the extent necessary to pay taxes incurred as a direct result of the
exercise of Lawson Options after the date hereof, (C) Stockholder may sell
Shares at any time prior to the termination of the Transaction Agreement in an
aggregate amount (including for these purposes any amounts sold pursuant to the
immediately preceding clauses (A) and (B)) of up to 3% of the Shares, and (D) in
the event of the termination of the Transaction Agreement, Stockholder may sell
Shares at any time during the period commencing on the date of such termination
and ending on the Expiration Date in an aggregate amount (including for these
purposes any amounts sold pursuant to the immediately preceding clauses (A), (B) and
(C)) of up to 25% of the Shares.”


 


3.                                       This Amendment shall be governed by and
construed in accordance with the laws of the State of New York, USA, without
regard to its principles of conflicts of laws (except to the extent that
applicable laws governing the corporate organization of Intentia mandate the
application of the laws of the jurisdiction of organization of such
party).  Each party irrevocably and
unconditionally consents and submits to the jurisdiction of the state and
federal courts located in the State of Delaware for purposes of any action,
suit or proceeding arising out of or relating to this Amendment.


 


4.                                       Except as expressly amended hereby, the
parties to this Amendment intend for the Stockholder Irrevocable Undertaking to
remain in full force and effect and to be legally bound by the Stockholder
Irrevocable Undertaking as amended by this Amendment.


 





















 


IN WITNESS WHEREOF, the undersigned have executed, or caused this First Amendment to
Stockholder Irrevocable Undertaking to be executed by a duly authorized
officer, as of the date first written above.


 


 


	
   

  	
  INTENTIA
  INTERNATIONAL AB

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Bertrand Sciard

  	
   

  
	
   

  	
  Name:

  	
  Bertrand Sciard

  	
   

  
	
   

  	
  Title:

  	
  President & CEO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STOCKHOLDER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
  Facsimile No.:

  	
   

  	
   

  
										



 





















 


IN WITNESS WHEREOF, the undersigned have executed, or caused this First Amendment to
Stockholder Irrevocable Undertaking to be executed by a duly authorized
officer, as of the date first written above.


 


 


	
   

  	
  INTENTIA
  INTERNATIONAL AB

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STOCKHOLDER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
  /s/John Cerullo

  	
   

  
	
   

  	
  Name:

  	
  John Cerullo

  	
   

  
	
   

  	
  Address:

  	
  1034 Ocean Blvd

  Hampton, NH 03842

  	
   

  
	
   

  	
  Facsimile No.:

  	
   

  	
   

  
										



 





















 


IN WITNESS WHEREOF, the undersigned have executed, or caused this First Amendment to
Stockholder Irrevocable Undertaking to be executed by a duly authorized
officer, as of the date first written above.


 


 


	
   

  	
  INTENTIA
  INTERNATIONAL AB

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STOCKHOLDER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
  /s/William B. Lawson

  	
   

  
	
   

  	
  Name:

  	
  William B. Lawson

  	
   

  
	
   

  	
  Address:

  	
  5915 Pine St.

  Lino Lakes, MN 55014

  	
   

  
	
   

  	
  Facsimile No.:

  	
  763-795-9555

  	
   

  
										



 





















 


FIRST AMENDMENT

TO STOCKHOLDER IRREVOCABLE UNDERTAKING


 


This
FIRST AMENDMENT TO STOCKHOLDER IRREVOCABLE
UNDERTAKING (this “Amendment”)
is effective as of December 14, 2005, by and between Intentia International AB (publ), a company
organized under the laws of Sweden, (“Intentia”),
and the undersigned Stockholder (“Stockholder”)
of Lawson Software, Inc., a
Delaware corporation (“Lawson”).  All capitalized terms used but not defined in
the Amendment have the meaning assigned to them in the Stockholder Irrevocable Undertaking
(the “Stockholder Irrevocable Undertaking”),
dated June 2, 2005, by and among Intentia and Stockholder.


 


RECITALS


 


WHEREAS, Intentia and Stockholder have previously entered into the Stockholder
Irrevocable Undertaking which sets forth, among other matters, the terms and
conditions under which Stockholder will vote in favor of the proposed business
combination Intentia with Lawson;


 


WHEREAS, Intentia, Lawson, Lawson Holdings, Inc., a Delaware corporation
and Lawson Acquisition, Inc., a Delaware corporation, have entered into a
Transaction Agreement, dated June 2, 2005 (the “Transaction Agreement”) and a first
amendment to the Transaction Agreement, effective as of December 14, 2005
(the “Transaction Agreement Amendment”);
and


 


WHEREAS, each of Intentia and Stockholder desires that certain terms of the
Stockholder Irrevocable Undertaking be amended, as set forth herein.


 


NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
agreements set forth herein and in the Stockholder Irrevocable Undertaking, the
parties hereto agree as follows:


 


1.                                       All references in the Stockholder Irrevocable
Undertaking and in this Amendment shall be understood to refer to the
Transaction Agreement as amended by the Transaction Agreement Amendment or by
any subsequent amendment to the Transaction Agreement.


 


2.                                       Section 2 of the Stockholder Irrevocable
Undertaking is amended and restated in its entirety as follows:


 


“2.  Restriction on Transfer, Proxies and Non-Interference.  Except as expressly contemplated by this
Agreement, at all times during the period commencing with the execution and
delivery of this Agreement and continuing until the Expiration Date,
Stockholder shall not, directly or indirectly, (i) cause or permit the
Transfer of any of the Shares to be effected, or discuss, negotiate or make any
offer regarding any Transfer of any of the Shares, (ii) grant any proxies
or powers of attorney with respect to any of the Shares, deposit any of the
Shares into a voting trust or enter into a voting agreement or other similar
commitment or arrangement with respect to any of the Shares in contravention of
the obligations of Stockholder under this Agreement, (iii) request that
Lawson register the Transfer of any certificate or uncertificated interest representing
any


 





















 


of
the Shares, or (iv) take any action that would make any representation or
warranty of Stockholder contained herein untrue or incorrect, or have the
effect of preventing or disabling Stockholder from performing any of
Stockholder’s obligations under this Agreement. 
Notwithstanding the foregoing or anything to the contrary set forth in
this Agreement, (A) Stockholder may Transfer any or all of the Shares
pursuant to, and in accordance with, the terms of Stockholder’s 10b-5 plan or
arrangement with Lawson, if any, as in effect as of the date hereof,  (B) Stockholder may sell Shares for cash
to the extent necessary to pay taxes incurred as a direct result of the
exercise of Lawson Options after the date hereof, and (C) in the event of
the termination of the Transaction Agreement, Stockholder may sell Shares at
any time during the period commencing on the date of such termination and
ending on the Expiration Date in an aggregate amount (including for these
purposes any amounts sold pursuant to the immediately preceding clauses (A) and
(B)) of up to 25% of the Shares.”


 


3.                                       This Amendment shall be governed by and
construed in accordance with the laws of the State of New York, USA, without
regard to its principles of conflicts of laws (except to the extent that
applicable laws governing the corporate organization of Intentia mandate the
application of the laws of the jurisdiction of organization of such
party).  Each party irrevocably and
unconditionally consents and submits to the jurisdiction of the state and
federal courts located in the State of Delaware for purposes of any action,
suit or proceeding arising out of or relating to this Amendment.


 


4.                                       Except as expressly amended hereby, the
parties to this Amendment intend for the Stockholder Irrevocable Undertaking to
remain in full force and effect and to be legally bound by the Stockholder
Irrevocable Undertaking as amended by this Amendment.


 





















 


IN WITNESS WHEREOF, the undersigned have executed, or caused this First Amendment to
Stockholder Irrevocable Undertaking to be executed by a duly authorized
officer, as of the date first written above.


 


 


	
   

  	
  INTENTIA
  INTERNATIONAL AB

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Bertrand Sciard

  	
   

  
	
   

  	
  Name:

  	
  Bertrand Sciard

  	
   

  
	
   

  	
  Title:

  	
  President & CEO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STOCKHOLDER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
  Facsimile No.:

  	
   

  	
   

  
										



 





















 


IN WITNESS WHEREOF, the undersigned have executed, or caused this First Amendment to
Stockholder Irrevocable Undertaking to be executed by a duly authorized
officer, as of the date first written above.


 


 


	
   

  	
  INTENTIA
  INTERNATIONAL AB

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STOCKHOLDER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
  /s/H. Richard Lawson

  	
   

  
	
   

  	
  Name:

  	
  H. Richard Lawson

  	
   

  
	
   

  	
  Address:

  	
  380 St. Peter

  St. Paul, MN 55102

  	
   

  
	
   

  	
  Facsimile No.: