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
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:
