Exhibit 10.21


 


SHAREHOLDER
IRREVOCABLE UNDERTAKING


 


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


 


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.                                     Shareholder
is the beneficial owner of such number of shares of such Series A and/or Series B
Intentia shares, as set forth on the signature page hereof, and warrants
to acquire such number of shares of Intentia Series B shares (“Warrants”) as set forth on the signature page hereof.


 


D.                                    As
an inducement and a condition to entering into the Transaction Agreement and
issuing a proxy statement to its stockholders requesting approval of the
issuance of the shares of Bidder Stock to the Intentia Shareholders in
consideration for Intentia Shares, Lawson has requested that Shareholder agree,
and Shareholder has agreed (in Shareholder’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 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 Intentia (including all shares of Intentia Series A and
Intentia Series B capital stock and all options, warrants and other rights
to acquire Intentia Shares) owned by Shareholder as of the date of this
Agreement, and (ii) all additional securities of Intentia (including all
additional Intentia Shares and all additional options, warrants and other
rights to acquire Intentia Shares) of which Shareholder 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 Shareholder of a security interest in
Shares to a brokerage firm to secure a cash loan from such brokerage firm for
the purpose of purchasing Intentia Shares upon exercise of Intentia options or
warrants 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, Shareholder 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 Shareholder under this
Agreement, (iii) request that Intentia 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 Shareholder
contained herein untrue or incorrect, or have the effect of preventing or
disabling Shareholder from performing any of Shareholder’s obligations under
this Agreement.  Notwithstanding the
foregoing or anything to the contrary set forth in this Agreement, Shareholder
may sell Shares for cash to the extent necessary to pay taxes incurred as a
direct result of the exercise of Intentia options or warrants after the date
hereof.


 


3.                                       Undertaking.  Shareholder hereby undertakes to (i) accept
the Offer in respect of the Shares, including all Warrants, and tender such
Shares, including all Warrants, within 15 business days from the date on which
the acceptance period under the Offer commences and not withdraw such
acceptance once tendered; and (ii) vote against any proposal made in
opposition to, or in competition with, consummation of the Offer, including any
Acquisition Proposal, at any meetings of the shareholders of Intentia at which
any such proposal is considered.


 





















 


4.                                       Representations
and Warranties.  Shareholder hereby
represents and warrants to Intentia as follows:


 


(a)                                  Ownership
of Shares.  Shareholder is the
beneficial owner of all of the Shares. 
Shareholder 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.  Shareholder
is the sole record holder (as reflected in the records maintained by Intentia’s
transfer agent for Intentia Shares) of all of the Shares.


 


(b)                                 Power;
Binding Agreement.  Shareholder has
the legal capacity, power and authority to enter into and perform all of
Shareholder’s obligations under this Agreement. 
The execution, delivery and performance of this Agreement by Shareholder
will not violate any agreement or court order to which Shareholder 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 Shareholder and constitutes a valid and
binding agreement of Shareholder, enforceable against Shareholder in accordance
with its terms.


 


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


 


5.                                       No
Ownership Interest.  Nothing
contained in this Agreement shall be deemed to vest in Lawson 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 Shareholder.


 


6.                                       No
Solicitation.  Shareholder, in its capacity as a
shareholder, shall not, and shall cause each of its representatives and
subsidiaries (other than Intentia 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 Intentia.  


 


7.                                       Shareholder
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, Shareholder shall promptly notify Lawson of the number of any
additional Intentia Shares and the number and type of any other voting
securities of Intentia acquired by Shareholder, if any, after the date hereof.


 


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


 


9.                                       Directors
and Officers.  Notwithstanding
anything in this Agreement to the contrary, if Shareholder is a director or
officer of Intentia, 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 Intentia that may be required on the part of
such person as a


 





















 


director or officer of
Intentia, including acting in compliance with Paragraph 2 or 11.2 of the
Transaction Agreement.


 


10.                                 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 Shareholder 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 Lawson,
  to:

  
	
   

  	
   

  
	
   

  	
  Lawson Software

  
	
   

  	
  380 St. Peter
  Street

  
	
   

  	
  St. Paul,
  Minnesota 55102

  
	
   

  	
  Attention: Bruce
  B. McPheeters

  
	
   

  	
  Telephone No.:

  	
  (651) 767-7000

  
	
   

  	
  Telecopy No.:

  	
  (651) 767-5645

  



 





















 


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


 


with
copies to:


 


O’Melveny &
Myers LLP


Embarcadero
Center West


275
Battery Street, Suite 2600


San
Francisco, California 94111


Attention:  Steve L. Camahort, Esq.


Telephone
No.:  (415) 984-8700


Telecopy
No.:  (415) 984-8701


 


(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 Intentia.


 





















 


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


 


 


	
   

  	
  LAWSON
  SOFTWARE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce B.
  McPheeters

  
	
   

  	
  Name:

  	
  Bruce B.
  McPheeters

  
	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SHAREHOLDER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
  Facsimile No.:

  	
   

  
									



 





















 


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


 


 


	
   

  	
  LAWSON
  SOFTWARE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SHAREHOLDER:

  
	
   

  	
   

  
	
   

  	
  SPECIAL
  VALUE OPPORTUNITIES 

  FUND, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature:

  	
  /s/Howard
  Levkowitz

  
	
   

  	
  Name:

  	
  Howard Levkowitz

  
	
   

  	
  Address:

  	
  2951 28th
  St. Suite 1000

  
	
   

  	
   

  	
  Santa Monica, CA
  90405

  
	
   

  	
  Facsimile No.:

  	
  310-899-4950

  
									



 





















 


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


 


 


	
   

  	
  LAWSON
  SOFTWARE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SHAREHOLDER:

  
	
   

  	
   

  
	
   

  	
  SPECIAL
  VALUE EXPANSION FUND, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature:

  	
  /s/Howard Levkowitz

  
	
   

  	
  Name:

  	
  Howard Levkowitz

  
	
   

  	
  Address:

  	
  2951 28th
  St. Suite 1000

  
	
   

  	
   

  	
  Santa Monica, CA
  90405

  
	
   

  	
  Facsimile No.:

  	
  310-899-4950

  
									



 





















 


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


 


 


	
   

  	
  LAWSON
  SOFTWARE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SHAREHOLDER:

  
	
   

  	
   

  
	
   

  	
  SYMPHONY
  TECHNOLOGY GROUP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature:

  	
  /s/William
  Chisholm

  
	
   

  	
  Name:

  	
  William Chisholm

  
	
   

  	
  Address:

  	
  4015 Miranda
  Ave, 2nd Fl

  
	
   

  	
   

  	
  Palo Alta, CA
  94304

  
	
   

  	
  Facsimile No.:

  	
  650-934-9501

  
									



 





















 


FIRST
AMENDMENT

TO SHAREHOLDER IRREVOCABLE UNDERTAKING


 


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


 


RECITALS


 


WHEREAS, Lawson and Shareholder have
previously entered into the Shareholder Irrevocable Undertaking which sets
forth, among other matters, the terms and conditions under which Shareholder
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 Lawson and Shareholder
desires that certain terms of the Shareholder 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
Shareholder Irrevocable Undertaking, the parties hereto agree as follows:


 


1.                                       All
references in the Shareholder 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 Shareholder 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, Shareholder 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 Shareholder under
this Agreement, (iii) request that Intentia 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 Shareholder contained herein untrue or incorrect, or have the
effect of preventing or disabling Shareholder from performing any of
Shareholder’s obligations under this Agreement. 
Notwithstanding the foregoing or anything to the contrary set forth in
this Agreement, (A) Shareholder may sell Shares for cash to the extent
necessary to pay taxes incurred as a direct result of the exercise of Intentia
options or warrants, provided that such exercise occurs after the termination
of the restrictions described in Section 3(iii) below and (B) in
the event of the termination of the Transaction Agreement, Shareholder 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 clause (A)) of
up to 25% of the Shares.”


 


3.                                       Section 3
of the Shareholder Irrevocable Undertaking is amended and restated in its
entirety as follows:


 


“3.  Undertaking.  Shareholder hereby undertakes to (i) accept
the Offer in respect of the Shares, including all Warrants, and tender such
Shares, including all Warrants, within 15 business days from the date on which
the acceptance period under the Offer commences and not withdraw such
acceptance once tendered; (ii) vote against any proposal made in opposition
to, or in competition with, consummation of the Offer, including any
Acquisition Proposal, at any meetings of the shareholders of Intentia at which
any such proposal is considered; and (iii) not exercise any option,
warrant or other right to acquire Shares held by it, including, without
limitation, the Warrants until the earlier to occur 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.”


 


4.                                       Shareholder
hereby represents and warrants to Lawson that, since June 2, 2005, it has
not exercised any option, warrant or other right to acquire Shares, including,
without limitation, the Warrants.


 


5.                                       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.


 


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


 





















 


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


 


 


	
   

  	
  LAWSON
  SOFTWARE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Bruce B.
  McPheeters

  	
   

  
	
   

  	
  Name: 

  	
  Bruce B.
  McPheeters

  	
   

  
	
   

  	
  Title: Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SHAREHOLDER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
  Facsimile No.:

  	
   

  	
   

  
									



 





















 


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


 


 


	
   

  	
  LAWSON
  SOFTWARE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SHAREHOLDER:

  
	
   

  	
   

  
	
   

  	
  SPECIAL
  VALUE OPPORTUNITIES

  FUND, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
  /s/Howard
  Levkowitz

  	
   

  
	
   

  	
  Name:

  	
  Howard Levkowitz

  	
   

  
	
   

  	
  Address:    2951 28th St. Suite 1000

  Santa Monica, CA 90405

  
	
   

  	
  Facsimile No.:
  310-899-4950

  
								



 





















 


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


 


 


	
   

  	
  LAWSON
  SOFTWARE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SHAREHOLDER:

  
	
   

  	
   

  
	
   

  	
  SPECIAL
  VALUE EXPANSION FUND, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
  /s/Howard Levkowitz

  	
   

  
	
   

  	
  Name:

  	
  Howard Levkowitz

  	
   

  
	
   

  	
  Address:    2951 28th St. Suite 1000

  Santa Monica, CA 90405

  
	
   

  	
  Facsimile No.:
  310-899-4950

  
								



 





















 


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


 


 


	
   

  	
  LAWSON
  SOFTWARE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SHAREHOLDER:

  
	
   

  	
   

  
	
   

  	
  SYMPHONY
  TECHNOLOGY GROUP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
  /s/William
  Chisholm

  	
   

  
	
   

  	
  Name:

  	
  William Chisholm

  	
   

  
	
   

  	
  Address:    4015 Miranda Ave, 2nd Fl

  Palo Alta, CA 94304

  
	
   

  	
  Facsimile No.:
  650-934-9501