AGREEMENT AND PLAN OF MERGER BY AND AMONG GGC SOFTWARE HOLDINGS, INC., ATLANTIS MERGER SUB, INC. AND LAWSON SOFTWARE, INC. Dated as of April 26, 2011Agreement and Plan of Merger • April 26th, 2011 • Lawson Software, Inc. • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of April 26 2011, by and among GGC Software Holdings, Inc., a Delaware corporation ("Parent"), Atlantis Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent ("Merger Sub"), and Lawson Software, Inc., a Delaware corporation (the "Company"). Each of Parent, Merger Sub and the Company are referred to herein as a "Party" and together as "Parties".
LAWSON SOFTWARE, INC. PURCHASE AGREEMENTPurchase Agreement • April 23rd, 2007 • Lawson Software, Inc. • Services-prepackaged software • New York
Lawson Software, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to you, as the initial purchasers (the “Initial Purchasers”), $200,000,000 in aggregate principal amount of its 2.50% Senior Convertible Notes due 2012 (the “Firm Securities”). The Firm Securities will (i) have terms and provisions that are summarized in the Pricing Disclosure Package (as defined below) and Offering Memorandum (as defined below) and (ii) are to be issued pursuant to an Indenture (the “Indenture”) to be entered into between the Company and The Bank of New York, as trustee (the “Trustee”). The Company also proposes to issue and sell to the Initial Purchasers not more than an additional $40,000,000 principal amount of its 2.50% Senior Convertible Notes due 2012 (the “Option Securities”) if and to the extent that Lehman Brothers Inc., as representative of the Initial Purchasers (the “Representative”), shall
STOCK OPTION AGREEMENT LAWSON SOFTWARE, INC. 1996 STOCK INCENTIVE PLANStock Option Agreement • October 10th, 2006 • Lawson Software, Inc. • Services-prepackaged software • Minnesota
STOCKHOLDER IRREVOCABLE UNDERTAKINGStockholder Irrevocable Undertaking • February 22nd, 2006 • Lawson Holdings, Inc. • Services-prepackaged software • Delaware
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”).
LAWSON SOFTWARE, INC. Registration Rights AgreementRegistration Rights Agreement • April 23rd, 2007 • Lawson Software, Inc. • Services-prepackaged software • New York
Lawson Software, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to you as initial purchasers (the “Initial Purchasers”) upon the terms set forth in the Purchase Agreement (as defined herein) its 2.50% Convertible Senior Notes due 2012 (the “Securities”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Company agrees with the Initial Purchasers for the benefit of Holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
PLAN OF MERGERPlan of Merger • April 27th, 2006 • Lawson Holdings, Inc. • Services-prepackaged software
This PLAN OF MERGER, dated as of April 24, 2006 (the “Plan”), by and among Lawson Software, Inc., a Delaware corporation (“Lawson Software” and after the Effective Time, the “Surviving Corporation”), Lawson Holdings, Inc., a Delaware corporation and the direct subsidiary of Lawson Software (“Lawson Holdings”), and Lawson Acquisition, Inc., a Delaware corporation and indirect subsidiary of Lawson Software and direct subsidiary of Lawson Holdings (“Merger Sub”), sets forth the terms of the merger (the “Merger”) of Merger Sub into Lawson Software. The Merger will effect the holding company reorganization of Lawson Software pursuant to which Lawson Software will become a wholly owned subsidiary of Lawson Holdings.
FIRST AMENDMENT TO STOCKHOLDER IRREVOCABLE UNDERTAKINGLawson Holdings, Inc. • December 15th, 2005 • Services-prepackaged software • Delaware
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.
PUT AND CALL OPTION AGREEMENTPut and Call Option Agreement • May 5th, 2006 • Lawson Software, Inc. • Services-prepackaged software • California
Agreement ---------Separation and Non-Compete Agreement • July 31st, 2006 • Lawson Software, Inc. • Services-prepackaged software • Minnesota
EMPLOYMENT AGREEMENTEmployment Agreement • October 10th, 2006 • Lawson Software, Inc. • Services-prepackaged software • Minnesota
This Employment Agreement (“Agreement”) is made and entered into effective as of the Agreement Date, between Lawson Software, Inc., a Delaware corporation, having its principal place of business in St. Paul, Minnesota (the “Company” or “Lawson”) and Robert A. Schriesheim (“Employee”), for the purpose of setting forth the terms and conditions of Employee’s employment by the Company
VOTING AGREEMENTVoting Agreement • April 27th, 2011 • Lawson Software, Inc. • Services-prepackaged software • Delaware
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of April 26, 2011 between GGC Software Holdings, Inc., a Delaware corporation (“Parent”), and Atlantis Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), on the one hand, and the undersigned (“Stockholder”), on the other hand. Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Merger Agreement described below.
Addendum To Employment AgreementEmployment Agreement • July 11th, 2008 • Lawson Software, Inc. • Services-prepackaged software
This Addendum is effective October 4, 2005 (“Addendum”) and modifies the Employment Agreement (“Agreement”) entered into effective June 2, 2005 between Lawson Software, Inc., a Delaware corporation (“Company”) and Harry Debes (“Employee”), pursuant to Section 7.7 of the Agreement. Capitalized terms not otherwise defined in this Addendum have the same respective meaning as defined in the Agreement. The sections of the Agreement that are not expressly modified by this Addendum shall remain in effect pursuant to their terms.
IBM Software Agreement: 4905S10262 ASL Purchase Commitment Transaction Document: 09Ibm Software Agreement • May 5th, 2011 • Lawson Software, Inc. • Services-prepackaged software
This is an Application Specific License (ASL) Transaction Document under the IBM ASL/OEM Software Agreement Number 4905S10262 (“Base Agreement”). This TD becomes effective when signed by both parties.
AGREEMENT AND PLAN OF MERGER by and among LAWSON SOFTWARE AMERICAS, INC., LAWSON HCM, INC., ENWISEN, INC., KARL MATTHIES and JOE UEBERROTH Dated as of December 17, 2010Escrow Agreement • January 7th, 2011 • Lawson Software, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of December 17, 2010 (this “Agreement”), is among (i) Lawson Software Americas, Inc., a Delaware corporation (“Parent”), (ii) Lawson HCM, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”), (iii) Enwisen, Inc., a Delaware corporation (the “Company”), and (iv) Karl Matthies and Joe Ueberroth, each solely in his capacity as a Stockholder Representative and only for the express purposes provided for herein and for no other purposes.
IBM ASL Agreement: 4905S10262 Purchase Commitment Transaction Document: TD 10Lawson Software, Inc. • April 7th, 2011 • Services-prepackaged software
This is an ASL Transaction Document (“TD”) under the IBM ASL Software Agreement Number 4905S10262 (“Base Agreement”). This TD becomes effective when signed by both parties.
IBM ASL Agreement: 4905S10262 Purchase Commitment Transaction Document: TD 08Lawson Software, Inc. • April 7th, 2011 • Services-prepackaged software
This is an ASL Transaction Document (“TD”) under the IBM ASL Software Agreement Number 4905S10262 (“Base Agreement”). This TD becomes effective when signed by both parties.
Member of the Lawson Group Reseller AgreementAgreement • May 3rd, 2007 • Lawson Software, Inc. • Services-prepackaged software • Minnesota
Symphony Service Corp. (India) Pvt Ltd, a company incorporated as per the provisions of the Indian Companies Act, 1956, with its registered office at No. 13, Magrath Road, ‘Embassy Heights’, Bangalore 560 025, India hereinafter referred to as the “Reseller”.
Addendum To Employment AgreementEmployment Agreement • August 29th, 2006 • Lawson Software, Inc. • Services-prepackaged software
This Addendum is effective June 1, 2006 (“Addendum”) and modifies the Employment Agreement, as amended (“Agreement”) entered into effective May 4, 2004 between Intentia International AB, a Swedish company (now known as Lawson Software International AB) (“Company”) and Bertrand Sciard (“Employee”). Capitalized terms not otherwise defined in this Addendum have the same respective meaning as defined in the Agreement. The sections of the Agreement that are not expressly modified by this Addendum shall remain in effect pursuant to their terms.
JOINT FILING AGREEMENTJoint Filing Agreement • April 27th, 2011 • Lawson Software, Inc. • Services-prepackaged software
This JOINT FILING AGREEMENT, dated as of April 26, 2011, is made by and between H. Richard Lawson (“Mr. Lawson”), Patricia Lawson, the wife of Mr. Lawson (“Mrs. Lawson”), and Lawson Family Investment Company, Ltd. (“LFIC”). Mr. Lawson, Mrs. Lawson and LFIC are collectively referred to herein as the “Parties” and each individually as a “Party.” Pursuant to Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the Parties hereby acknowledge and agree that the Schedule 13D is filed on behalf of each such Party and that all subsequent amendments to the Statement on Schedule 13D shall be filed on behalf of each of the Parties without the necessity of filing additional joint acquisition statements. The Parties hereby acknowledge that each Party shall be responsible for timely filing of such amendments, and for the completeness and accuracy of the information concerning such Party contained therein, but shall not be responsible for the completeness and accur
IBM OEM Software Agreement: 4905S10262 Amendment 03 to Transaction Document Number 02Lawson Software, Inc. • April 13th, 2007 • Services-prepackaged software
This Amendment (Amendment) to the IBM OEM Software Agreement and Transaction Document (TD) specified above is entered into between International Business Machines Corp. (IBM) and Lawson Software Americas, Inc. (you). This Amendment will remain in effect until such TD terminates or expires. If there is a conflict, the terms of this Amendment shall prevail over the terms of the TD. Except as modified herein, all other terms of the TD remain in full force and effect.
ContractCountry Employment Agreement • April 9th, 2010 • Lawson Software, Inc. • Services-prepackaged software
This U.S. Parent Company Supplement to Local Country Employment Agreement (“Supplement”) is entered into effective January 6, 2010 between Lawson Software, Inc., a Delaware corporation with principal offices in the United States (“Parent”) and the undersigned executive (“Executive), and supplements the Employment Agreement dated January 6, 2010 between SAS Lawson Software Consulting France (“Subsidiary Employer”), a subsidiary of Parent, and Executive (the “Local Country Agreement”). Parent and its subsidiaries are collectively referred to as “Lawson.”
MASTER SERVICES AGREEMENT BETWEEN SYMPHONY SERVICE CORP. AND LAWSON SOFTWARE AMERICAS, INC.Master Services Agreement • October 8th, 2009 • Lawson Software, Inc. • Services-prepackaged software • Minnesota
This Master Service Agreement constitutes the agreement (the “Agreement”) between Symphony Service Corp., a Delaware corporation with offices located at 2475 Hanover Street, Palo Alto, CA 94304 (“Symphony”) and Lawson Software Americas, Inc., a Delaware corporation with offices located at 380 St. Peter Street, St. Paul, MN 55102 (“Client”), entered into as of September 25, 2009 (the “Effective Date”) pursuant to which Symphony will render commercial software product development and other technology consulting services to Client as set forth below.
INTENTIA INTERNATIONAL AB (PUBL)Master Offshoring Agreement • August 29th, 2006 • Lawson Software, Inc. • Services-prepackaged software
*** Represents text which has been redacted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment report pursuant to Rule 24b-2 of Securities Exchange Act of 1934, as amended.
RESTRICTED STOCK UNIT AGREEMENT LAWSON SOFTWARE, INC.Restricted Stock Unit Agreement • August 29th, 2006 • Lawson Software, Inc. • Services-prepackaged software • Minnesota
CRYSTAL DECISIONS, INC. a Delaware Corporation 895 Emerson Street, Palo Alto, California 94301 OEM LICENSE AGREEMENTOem License Agreement • August 29th, 2006 • Lawson Software, Inc. • Services-prepackaged software • California
This Agreement (the “Agreement”) is made as of this 29th day of June, 2001 (the “Effective Date”) between Crystal Decisions, Inc. (“Crystal Decisions”), a Delaware corporation, with an office at 895 Emerson Street, Palo Alto, CA 94301 and Lawson Software (“OEM”), a Delaware corporation, with an office at 380 St. Peter Street, St. Paul, MN 55102 with reference to the following facts:
AMENDMENT NO. 2 TO PUT AND CALL OPTION AGREEMENTPut and Call Option Agreement • May 5th, 2006 • Lawson Software, Inc. • Services-prepackaged software • California
This amendment (this “Amendment”) is made on March 31, 2006, to the Put and Call Option Agreement dated as of February 9, 2005 as amended by that certain Amendment No. 1 to Put and Call Option Agreement, dated as of July 25, 2005 (as amended from time to time, the “Option Agreement”) between:
IBM OEM Software Agreement: 4905S10262 Amendment 03 to Transaction Document Number 02Lawson Software, Inc. • April 9th, 2007 • Services-prepackaged software
This Amendment (Amendment) to the IBM OEM Software Agreement and Transaction Document (TD) specified above is entered into between International Business Machines Corp. (IBM) and Lawson Software Americas, Inc. (you). This Amendment will remain in effect until such TD terminates or expires. If there is a conflict, the terms of this Amendment shall prevail over the terms of the TD. Except as modified herein, all other terms of the TD remain in full force and effect.
RESELLER AGREEMENTReseller Agreement • July 16th, 2009 • Lawson Software, Inc. • Services-prepackaged software
This Reseller Agreement (“Agreement”), dated 6 November 2008 and effective as of 1st November 2008, is made by and between StreamServe, Inc. having an address at 3 Van de Graaff Drive, Burlington, MA 01803, USA (“StreamServe”) and Lawson Software Americas, Inc. having an address at 380 Saint Peter Street, Saint Paul, MN.55102(“Reseller”).
Addendum To Employment AgreementEmployment Agreement • November 13th, 2007 • Lawson Software, Inc. • Services-prepackaged software
This Addendum is effective November 8, 2007 (“Addendum”) and modifies the Employment Agreement (“Agreement”) entered into effective October 5, 2006 between Lawson Software, Inc., a Delaware corporation (“Company”) and Robert A. Schriesheim (“Employee”), pursuant to Section 7.7 of the Agreement. Capitalized terms not otherwise defined in this Addendum have the same respective meaning as defined in the Agreement. The sections of the Agreement that are not expressly modified by this Addendum shall remain in effect pursuant to their terms.
SYMPHONY TECHNOLOGY GROUP, LLC CONSULTING AGREEMENTConsulting Agreement • May 17th, 2006 • Lawson Software, Inc. • Services-prepackaged software • California
This Consulting Agreement (the “Agreement”) is entered into as of May 15, 2006, by and between Symphony Technology Group, LLC (“STG”) a Delaware limited liability corporation and Lawson Software, Inc., a Delaware corporation with principal offices located at 380 St. Peter Street, St. Paul, Minnesota, 55102 (“Company”).
AMENDMENT NO. 2 TO PUT AND CALL OPTION AGREEMENTPut and Call Option Agreement • May 5th, 2006 • Lawson Software, Inc. • Services-prepackaged software • California
This amendment (this “Amendment”) is made on March 31, 2006, to the Put and Call Option Agreement dated as of February 9, 2005 as amended by that certain Amendment No. 1 to Put and Call Option Agreement, dated as of July 25, 2005 (as amended from time to time, the “Option Agreement”) between:
JOINT FILING AGREEMENTJoint Filing Agreement • May 5th, 2006 • Lawson Software, Inc. • Services-prepackaged software
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, we, the signatories of the statement on Schedule 13D to which this joint filing agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us.
IBM ASL Software Agreement: 4905S10262 Amendment 14 to Transaction Document Number: 02Lawson Software, Inc. • December 6th, 2010 • Services-prepackaged software
This Amendment (Amendment 14) to the IBM OEM Software Agreement and Transaction Document (TD) specified above is entered into between International Business Machines Corp. (IBM) and Lawson Software Americas, Inc. (you). This Amendment will remain in effect until such TD terminates or expires. If there is a conflict, the terms of this Amendment shall prevail over the terms of the TD. Except as modified herein, all other terms of the TD remain in full force and effect.
AMENDMENT NO. 1 TO PUT AND CALL OPTION AGREEMENTPut and Call Option Agreement • May 5th, 2006 • Lawson Software, Inc. • Services-prepackaged software • California
This amendment (this “Amendment”) is made on July 25, 2005, to the Put and Call Option Agreement dated as of February 9, 2005 (the “Option Agreement”) between:
Addendum To Employment AgreementEmployment Agreement • October 8th, 2009 • Lawson Software, Inc. • Services-prepackaged software
This Addendum is effective August 5, 2009 (“Addendum”) and modifies the Employment Agreement, as amended (“Agreement”) entered into effective June 2, 2005 between Lawson Software, Inc., a Delaware corporation (now known as Lawson Software Americas, Inc.) (“Company”) and Harry Debes (“Employee”), pursuant to Section 7.7 of the Agreement. Capitalized terms not otherwise defined in this Addendum have the same respective meaning as defined in the Agreement. The sections of the Agreement that are not expressly modified by this Addendum shall remain in effect pursuant to their terms.
