Third Supplemental Indenture



 Exhibit 4.4 
 EXECUTION VERSION 
 Third Supplemental Indenture 

with respect to the 
 Indenture 
 for 

Lawson Software, Inc. 
 THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 2, 2012, among Lawson Software, Inc., a Delaware
corporation (the “Issuer”), the Existing Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, as trustee under the Indenture referred to below (the “Trustee”).

 W I T N E S S E T H 
 WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of July 5, 2011, as supplemented on July 5, 2011, and as
further supplemented on October 14, 2011, providing for the issuance of an aggregate principal amount of $560.0 million of 11.5% Senior Notes due 2018 (the “Notes”); 

WHEREAS, the Indenture provides that under certain circumstances the Issuer and the Trustee may amend, supplement or modify the
Indenture, the guarantees provided by the Existing Guarantors and the Notes without the consent of any Holder to cure any ambiguity, omission, mistake, defect, error or inconsistency, conform any provision to any provision under the heading
“Description of the Notes” in the Offering Memorandum or reduce the minimum denomination of the Notes; 
 WHEREAS,
pursuant to Section 9.1 of the Indenture, the Issuer, any of the Existing Guarantors and the Trustee are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture, without the consent of any Holder;

 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 
 ARTICLE I 
 DEFINITIONS 

SECTION 1.1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals
hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any
particular section hereof. 
 ARTICLE II 
 AGREEMENT TO BE BOUND 
 SECTION 2.1. Agreement to be Bound. The
Issuer hereby agrees as follows: 
 (a) The following shall be added to the end of Section 3.9(f) of the Indenture:
“Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of
making of the Change of Control Offer;” 







 (b) The undersigned hereby represents and warrants to and agrees with the Trustee that it
has all the requisite corporate, limited liability company or other power and authority to execute, deliver and perform its obligations under this Supplemental Indenture, that this Supplemental Indenture has been duly authorized, executed and
delivered; and 
 (c) Lawson will deliver to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that
all conditions precedent provided for in the Indenture relating to such transaction have been complied with. 
 ARTICLE III

 MISCELLANEOUS 
 SECTION 3.1. Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable
right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained. 
 SECTION 3.4. Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. 

SECTION 3.5. Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability. 

SECTION 3.7. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the
Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of
Notes heretofore or hereafter authenticated and delivered shall be bound hereby. 
 SECTION 3.8. The Trustee. The Trustee
makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto. 

SECTION 3.9. Counterparts. The parties hereto may sign any number of copies of this Supplemental Indenture. Each signed copy shall
be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this
Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all
purposes. 

  
 2 








 SECTION 3.11. Headings. The headings of the Articles and the Sections in this
Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. 

  
 3 








 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written. 
  

							
		 		 	LAWSON SOFTWARE, INC.
				
		 		 	By:	 	/s/ Bruce Loch
		 		 		 	 Name: Bruce Loch

		 		 		 	 Title: CFO










							
		 		 	 WILMINGTON TRUST, NATIONAL ASSOCIATION,
 as Trustee

				
		 		 	By:	 	/s/ Jane Schweiger
		 		 		 	 Name: Jane Schweiger

		 		 		 	 Title: Vice President


 [Signature Page to Supplemental Indenture]