Exhibit 10.4


 


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.


 


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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: Bruce B.
  McPheeters

  
	
   

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SHAREHOLDER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
  Facsimile No.:

  	
   

  
								



 


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