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
