**EXHIBIT4.4**

**CERTIFICATE OF DESIGNATIONSOFSERIES B PARTICIPATING PREFERRED STOCKOFLAWSON SOFTWARE, INC.**

(as amended as of August 29, 2006)

# Section 1.   Designation and Amount.  The shares of such series shall be designatedas “Series B Junior Participating Preferred Stock” (the “*Series B Junior Participating Preferred Shares*”) and thenumber of shares constituting the Series B Junior Participating PreferredShares shall be 7,500,000. Such number of shares may be increased or decreasedby resolution of the Board of Directors and any necessary stockholder approval;provided, however, that no decrease shall reduce the number ofshares of Series B Junior Participating Preferred Shares to a number less thanthe number of shares then outstanding plus the number of shares reserved forissuance upon the exercise of outstanding options, rights or warrants or uponthe conversion of any outstanding securities issued by the Corporationconvertible into Preferred Shares.

# Section 2.   Dividends and Distributions.

## (a)           Subjectto the rights of the holders of any shares of any series of preferred stock (orany similar stock) ranking prior and superior to the Series B JuniorParticipating Preferred Shares with respect to dividends, the holders ofPreferred Shares, in preference to the holders of Common Stock, par value $.01(the “*Common Stock*”),of the Corporation, and of any other junior stock, shall be entitled toreceive, when, as and if declared by the Board of Directors out of fundslegally available for the purpose, quarterly dividends payable in cash on thefirst day of March, June, September and December in each year (each such datebeing referred to herein as a “*Quarterly Dividend PaymentDate*”), commencing on the first Quarterly Dividend Payment Dateafter the first issuance of a share or fraction of a share of Preferred Shares,in an amount per share (rounded to the nearest cent) equal to the greater of(i) $1.00 or (ii) subject to the provision for adjustment hereinafter setforth, 100 times the aggregate per share amount of all cash dividends, and 100times the aggregate per share amount (payable in kind) of all non-cashdividends or other distributions, other than a dividend payable in shares ofCommon Stock or a subdivision of the outstanding shares of Common Stock (byreclassification or otherwise), declared on the Common Stock since theimmediately preceding Quarterly Dividend Payment Date or, with respect to thefirst Quarterly Dividend Payment Date, since the first issuance of any share orfraction of a share of Preferred Shares. In the event the Corporation shall atany time after the business day prior to July 28, 2004 (“*Record Date*”),declare or pay any dividend on the Common Stock payable in shares of CommonStock, or effect a subdivision or combination or consolidation of theoutstanding shares of Common Stock (by reclassification or otherwise) into agreater or lesser number of shares of Common Stock, then in each such case theamount to 

1

 

----

## which holders of shares of Series B Junior Participating Preferred Shareswere entitled immediately prior to such event under clause (ii) of thepreceding sentence shall be adjusted by multiplying such amount by a fraction,the numerator of which is the number of shares of Common Stock outstandingimmediately after such event and the denominator of which is the number ofshares of Common Stock that were outstanding immediately prior to such event.

## (b)           TheCorporation shall declare a dividend or distribution on the Series B JuniorParticipating Preferred Shares as provided in paragraph (a) of this Sectionimmediately after it declares a dividend or distribution on the Common Stock(other than a dividend payable in shares of Common Stock or a subdivision ofthe outstanding Common Stock); provided that, in the event no dividend ordistribution shall have been declared on the Common Stock during the periodbetween any Quarterly Dividend Payment Date and the next subsequent QuarterlyDividend Payment Date, a dividend of $1.00 per share on the Series B JuniorParticipating Preferred Shares shall nevertheless be payable, out of fundslegally available for such purpose, on such subsequent Quarterly DividendPayment Date.

## (c)           Dividendsshall begin to accrue and be cumulative on outstanding shares of Series BJunior Participating Preferred Shares from their date of issue. Accrued butunpaid dividends shall not bear interest. Dividends paid on the shares ofSeries B Junior Participating Preferred Shares in an amount less than the totalamount of such dividends at the time accrued and payable on such shares shallbe allocated pro rata on a share-by-share basis among all such shares at thetime outstanding. The Board of Directors may fix a record date for thedetermination of holders of Series B Junior Participating Preferred Sharesentitled to receive payment of a dividend or distribution declared thereon,which record date shall be not more than 60 days prior to the date fixed forthe payment thereof.

# Section 3.   Voting Rights.

## (a)           Subjectto the provision for adjustment hereinafter set forth, each Preferred Shareshall entitle the holder thereof to 100 votes on all matters submitted to avote of the stockholders of the Corporation. In the event the Corporation shallat any time after the Record Date, declare or pay any dividend on the CommonStock payable in shares of Common Stock, or effect a subdivision or combinationor consolidation of the outstanding shares of Common Stock (by reclassificationor otherwise) into a greater or lesser number of shares of Common Stock, thenin each such case the number of votes per share to which holders of shares ofSeries B Junior Participating Preferred Shares were entitled immediately priorto such event shall be adjusted by multiplying such number by a fraction, thenumerator of which is the number of shares of Common Stock outstandingimmediately after such event and the denominator of which is the number ofshares of Common Stock that were outstanding immediately prior to such event.

## (b)           Exceptas otherwise provided herein or by law, the holders of Series B JuniorParticipating Preferred Shares and the holders of Common Stock and any othercapital stock of the Corporation having general voting rights shall votetogether as one class on all matters submitted to a vote of stockholders of theCorporation.

 

2

----

## (c)           Exceptas set forth herein or required by law, holders of Series B JuniorParticipating Preferred Shares shall have no special voting rights and theirconsent shall not be required (except to the extent they are entitled to votewith holders of Common Stock as set forth herein) for taking any corporateaction.

# Section 4.   Certain Restrictions.

## (a)           Wheneverquarterly dividends or other dividends or distributions payable on the Series BJunior Participating Preferred Shares as provided in Section 2 are in arrears,thereafter and until all accrued and unpaid dividends and distributions,whether or not declared, on shares of Series B Junior Participating PreferredShares outstanding shall have been paid in full, the Corporation shall not:

### (i)            declare or paydividends, or make any other distributions, on any shares of stock rankingjunior (either as to dividends or upon liquidation, dissolution or winding up)to the Preferred Shares;

### (ii)           declare or paydividends, or make any other distributions, on any shares of stock ranking on aparity (either as to dividends or upon liquidation, dissolution or winding up)with the Preferred Shares, except dividends paid ratably on the Series B JuniorParticipating Preferred Shares and all such parity stock on which dividends arepayable or in arrears in proportion to the total amounts to which the holdersof all such shares are then entitled;

### (iii)          redeem or purchaseor otherwise acquire for consideration shares of any stock ranking junior(either as to dividends or upon liquidation, dissolution or winding up) to thePreferred Shares; provided, however, that the Corporation may at any timeredeem, purchase or otherwise acquire shares of any such junior stock inexchange for shares of any stock of the Corporation ranking junior (either asto dividends or upon dissolution, liquidation or winding up) to the PreferredShares; or redeem or purchase or otherwise acquire for consideration anyPreferred Shares, or any stock ranking on a parity with the Preferred Shares,except in accordance with a purchase offer made in writing or by publication(as determined by the Board of Directors) to all holders of such shares uponsuch terms as the Board of Directors, after consideration of the respectiveannual dividend rates and other relative rights and preferences  of the respective series and classes, shalldetermine in good faith will result in fair and equitable treatment among therespective series or classes.

## (b)           TheCorporation shall not permit any subsidiary of the Corporation to purchase orotherwise acquire for consideration any shares of stock of the Corporationunless the Corporation could, under paragraph (a) of this Section 4, purchaseor otherwise acquire such shares at such time and in such manner.

# Section 5.   Reacquired Shares.  Any Series B Junior Participating PreferredShares purchased or otherwise acquired by the Corporation in any mannerwhatsoever shall be retired 

 

3

----

# and canceled promptlyafter the acquisition thereof. All such shares shall upon their cancellationbecome authorized but unissued shares of preferred stock and may be reissued aspart of a new series of preferred stock subject to the conditions andrestrictions on issuance set forth herein, in the Certificate of Incorporation,or in any other certificate of designation creating a series of preferred stockor any similar stock or as otherwise required by law.

# Section 6.   Liquidation, Dissolution or Winding Up.  Upon any liquidation, dissolution or windingup of the Corporation, no distribution shall be made (1) to the holders ofshares of stock ranking junior (either as to dividends or upon liquidation,dissolution or winding up) to the Series B Junior Participating PreferredShares unless, prior thereto, the holders of Series B Junior ParticipatingPreferred Shares shall have received the greater of (i) $100 per share, plus anamount equal to accrued and unpaid dividends and distributions thereon, whetheror not declared, to the date of such payment, or (ii) an aggregate amount pershare, subject to the provision for adjustment hereinafter set forth, equal to100 times the aggregate amount to be distributed per share to holders of CommonStock, or (2) to the holders of stock ranking on a parity (either as todividends or upon liquidation, dissolution or winding up) with the PreferredShares, except distributions made ratably on the Series B Junior ParticipatingPreferred Shares and all such parity stock in proportion to the total amountsto which the holders of all such shares are entitled upon such liquidation,dissolution or winding up. In the event the Corporation shall at any time afterthe Record Date declare or pay any dividend on the Common Stock payable inshares of Common Stock, or effect a subdivision or combination or consolidationof the outstanding shares of Common Stock (by reclassification or otherwise)into a greater or lesser number of shares of Common Stock, then in each suchcase the aggregate amount to which holders of shares of Series B JuniorParticipating Preferred Shares were entitled immediately prior to such eventunder clause (1)(ii) of the preceding sentence shall be adjusted by multiplyingsuch amount by a fraction the numerator of which is the number of shares ofCommon Stock outstanding immediately after such event and the denominator ofwhich is the number of shares of Common Stock that were outstanding immediatelyprior to such event.

# Section 7.   Consolidation, Merger, etc.  In case the Corporation shall enter into anyconsolidation, merger, combination or other transaction in which the shares ofCommon Stock are exchanged for or changed into other stock or securities, cashand/or any other property, then in any such case each share of Series B JuniorParticipating Preferred Shares shall at the same time be similarly exchanged orchanged into an amount per share, subject to the provision for adjustmenthereinafter set forth, equal to 100 times the aggregate amount of stock,securities, cash and/or any other property (payable in kind), as the case maybe, into which or for which each share of Common Stock is changed or exchanged.In the event the Corporation shall at any time after the Record Date declare orpay any dividend on the Common Stock payable in shares of Common Stock, oreffect a subdivision or combination or consolidation of the outstanding sharesof Common Stock (by reclassification or otherwise) into a greater or lessernumber of shares of Common Stock, then in each such case the amount set forthin the preceding sentence with respect to the exchange or change of shares ofSeries B Junior Participating Preferred Shares shall be adjusted by multiplyingsuch amount by a fraction, the numerator of which is the number of shares ofCommon Stock outstanding immediately after such event and the denominator ofwhich is the number of shares of Common Stock that were outstanding immediatelyprior to such event.

 

4

----

# Section 8.   No Redemption.  The Series B Junior Participating PreferredShares shall not be redeemable.

# Section 9.   Rank. The Series B Junior Participating Preferred Shares shall rank, withrespect to the payment of dividends and the distribution of assets, junior toany other class of the Corporation’s Preferred Stock.

# Section 10.   Fractional Shares.  Series B Junior Participating PreferredShares may be issued in fractions of a share which are integral multiples ofone one-hundredth of a share which shall entitle the holder, in proportion tosuch holder’s fractional shares, to receive dividends, participate indistributions and to have the benefit of all other rights of holders ofPreferred Shares.

# Section 11.   Amendment.  The Certificate of Incorporation of theCorporation shall not be amended in any manner which would materially alter orchange the powers, preferences or rights of the Series B Junior ParticipatingPreferred Shares so as to affect them adversely without the affirmative vote ofthe holders of at least two-thirds of the outstanding shares of Series B JuniorParticipating Preferred Shares, voting together as a single class.

 

5

----