Exhibit 10.16 STOCKHOLDERS' AGREEMENT THIS STOCKHOLDERS' AGREEMENT (the "Agreement") is made as of this 23rd day of February, 2001 by and among Lawson Software, Inc., a Delaware corporation (together with any predecessor or successor thereto, the...Stockholders' Agreement • June 20th, 2001 • Lawson Software Inc • Minnesota
RECITALSCredit Agreement • June 20th, 2001 • Lawson Software Inc • Minnesota
1 Exhibit 10.15 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made as of this 23rd day of February, 2001 by and among Lawson Software, Inc., a Delaware corporation (together with any successor thereto, the...Registration Rights Agreement • June 20th, 2001 • Lawson Software Inc • Minnesota
RECITALSCredit Agreement • October 26th, 2001 • Lawson Software Inc • Services-prepackaged software • Minnesota
1 EXHIBIT 10.17 SENIOR SUBORDINATED CONVERTIBLE NOTE PURCHASE AGREEMENTLawson Software Inc • June 20th, 2001 • Massachusetts
Exhibit 10.11 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT, dated effective as of February 15, 2001, is made and entered into between Lawson Associates, Inc., a Minnesota corporation ("Lawson") and Jay Coughlan, an individual resident of the state...Employment Agreement • June 20th, 2001 • Lawson Software Inc • Minnesota
JOINT FILING AGREEMENTJoint Filing Agreement • December 20th, 2001 • Lawson Software Inc • Services-prepackaged software
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the common stock of Lawson Software, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.
1 \ EXHIBIT 10.12 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT, dated as of February 15, 2001, is made and entered into between Lawson Associates, Inc., a Minnesota corporation ("Lawson") and Robert Barbieri, an individual resident of the state of...Employment Agreement • June 20th, 2001 • Lawson Software Inc • Minnesota
ANDWarrant Purchase Agreement • June 20th, 2001 • Lawson Software Inc • Minnesota
Exhibit 10.10 STOCK PURCHASE WARRANT THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE...Stock Purchase • June 20th, 2001 • Lawson Software Inc • Minnesota
1 EXHIBIT 10.14 STOCK PURCHASE AND EXCHANGE AGREEMENTStock Purchase and Exchange Agreement • June 20th, 2001 • Lawson Software Inc • Minnesota
1 EXHIBIT 10.13 DIRECTOR INDEMNIFICATION AGREEMENT This Agreement made and entered into this 19th day of March, 2001 (the "Agreement"), by and between Lawson Software, Inc., a Delaware corporation (the "Company" which term shall include, where...Director Indemnification Agreement • June 20th, 2001 • Lawson Software Inc • Delaware
STOCK OPTION AGREEMENT LAWSON SOFTWARE, INC.Stock Option Agreement • January 7th, 2005 • Lawson Software Inc • Services-prepackaged software • Minnesota
TRANSACTION AGREEMENTTransaction Agreement • June 7th, 2005 • Lawson Software Inc • Services-prepackaged software • Delaware
THIS AGREEMENT is entered into as of this 2nd day of June, 2005 by and among Intentia International AB, a company organized under the laws of Sweden and its principal place of business at Vendevägen 89, Box 596, SE-182 15 Danderyd, Sweden (“Intentia” or the “Company”), Lawson Software, Inc., a Delaware corporation with its principal place of business at 380 St. Peter Street, St. Paul, Minnesota USA (“Lawson”), Lawson Holdings, Inc., a Delaware corporation with its principal place of business at 380 St. Peter Street, St. Paul, Minnesota USA (“Bidder”) and Lawson Acquisition, Inc., a Delaware corporation with its principal place of business at 380 St. Peter Street, St. Paul, Minnesota USA (“Lawson Acquisition”).
STOCKHOLDER IRREVOCABLE UNDERTAKINGStockholder Irrevocable Undertaking • June 7th, 2005 • Lawson Software Inc • Services-prepackaged software • Delaware
This STOCKHOLDER IRREVOCABLE UNDERTAKING (this “Undertaking”) is made and entered into as of June , 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”).
PLAN OF MERGERPlan of Merger • April 27th, 2006 • Lawson Software 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.
MERGER AGREEMENT BETWEEN LAWSON SOFTWARE, INC., EVEREST ACQUISITION, INC., APEXION TECHNOLOGIES, INC. AND MAHER HAKIM, MUWAFFA LAHHAM AND GENE BARDUSON September 23, 2003Merger Agreement • October 9th, 2003 • Lawson Software Inc • Services-prepackaged software • Minnesota
This MERGER AGREEMENT (this "Agreement") among Lawson Software, Inc., a Delaware corporation (the "Parent"), Everest Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the "Merger Sub"), Apexion Technologies, Inc., a Delaware corporation (the "Target"), and Maher Hakim, Muwaffa Lahham and Gene Barduson (each, a "Principal Stockholder" and, collectively, the "Principal Stockholders") takes effect on September 23, 2003. The Parent, the Merger Sub, the Target and the Principal Stockholders are referred to individually as a "Party" and collectively as the "Parties."
FIRST AMENDMENT TO STOCKHOLDER IRREVOCABLE UNDERTAKINGLawson Software 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.
EXHIBIT 10.24 VALUE ADDED INDUSTRY REMARKETER AGREEMENT THIS VALUE ADDED INDUSTRY REMARKETER AGREEMENT (the "Agreement") Is between SIEBEL SYSTEMS, INC., with its principal place of business at 1855 South Grant Street, San Mateo, CA 94402 ("Siebel"),...Value Added Industry Remarketer Agreement • November 14th, 2001 • Lawson Software Inc • Services-prepackaged software • California
Agreement ---------Separation and Non-Compete Agreement • July 28th, 2006 • Lawson Software Americas, Inc • Services-prepackaged software • Minnesota
EMPLOYMENT AGREEMENTEmployment Agreement • June 7th, 2005 • 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 and Harry Debes (“Employee”), for the purpose of setting forth the terms and conditions of Employee’s employment by the Company
ASSET SALE AGREEMENT Date: Parties: ARMATURE LIMITED ARMATURE GROUP LIMITED DAVID SWADEN and ANTHONY SUPPERSTONE BANK OF AMERICA N.A. LAWSON SOFTWARE LIMITEDAsset Sale Agreement • July 15th, 2002 • Lawson Software Inc • Services-prepackaged software
The Receivers were appointed to be joint administrative receivers of the Companies by the Bank on 6 May 2002 in accordance with the power of the Bank given by debentures executed by each of the Companies and dated 22 February 2002.
FIRST AMENDMENT TO TRANSACTION AGREEMENTTransaction Agreement • December 15th, 2005 • Lawson Software Inc • Services-prepackaged software • New York
This FIRST AMENDMENT TO THE TRANSACTION AGREEMENT (the “Amendment”), effective as of December 14, 2005, is by and among Intentia International AB, a company organized under the laws of Sweden and its principal place of business at Vendevägen 89, Box 596, SE-182 15 Danderyd, Sweden (“Intentia”), Lawson Software, Inc, a Delaware corporation with its principal place of business at 380 St. Peter Street, St. Paul, Minnesota USA (“Lawson”), Lawson Holdings, Inc., a Delaware corporation with its principal place of business at 380 St. Peter Street, St. Paul, Minnesota USA (“Bidder”) and Lawson Acquisition, Inc., a Delaware corporation with its principal place of business at 380 St. Peter Street, St. Paul, Minnesota USA (“Lawson Acquisition”). All capitalized terms used but not defined in the Amendment have the meaning assigned to them in the Supply Agreement (the “Transaction Agreement”), dated June 2, 2005, by and among Intentia, Lawson, Bidder and Lawson Acquisition.
EXHIBIT 10.19 THIS NOTE IS SUBJECT TO A SUBORDINATION AGREEMENT, AMONG THE COMPANY, THE SENIOR BANK AND THE HOLDERS OF THE SENIOR SUBORDINATED CONVERTIBLE NOTES OR NOTES, AS APPLICABLE, WHICH, AMONG OTHER THINGS, SUBORDINATES THE COMPANY'S OBLIGATIONS...Lawson Software Inc • June 20th, 2001 • Massachusetts
Hyperion Solutions Corporation Independent Software Vendor Partner AgreementLawson Software Inc • July 29th, 2003 • Services-prepackaged software • California
Hyperion and Partner desire to cooperate in marketing value-added Hyperion software applications developed by Partner. Accordingly, this Independent Software Vendor Partner Agreement ("Agreement") is made and entered into as of the Effective Date by and between Hyperion Solutions Corporation, a Delaware corporation ("Hyperion") and the Partner identified above ("Partner").
1 EXHIBIT 10.18 THIS CONVERTIBLE NOTE IS SUBJECT TO A SUBORDINATION AGREEMENT, AMONG THE COMPANY, THE SENIOR BANK AND THE HOLDERS OF THE SENIOR SUBORDINATED CONVERTIBLE NOTES OR NOTES, AS APPLICABLE, WHICH, AMONG OTHER THINGS, SUBORDINATES THE...Lawson Software Inc • June 20th, 2001 • Massachusetts
MANIFESTO STOCK OPTION AGREEMENTManifesto Stock Option Agreement • January 19th, 2005 • Lawson Software Inc • Services-prepackaged software
LAWSON SOFTWARE, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • June 7th, 2005 • Lawson Software Inc • Services-prepackaged software • Minnesota
This RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made this 2nd day of June, 2005, by and between Lawson Software, Inc. a Delaware corporation (the “Company”) and Harry Debes (“Participant”).
STOCK PURCHASE WARRANTLawson Software Inc • July 29th, 2003 • Services-prepackaged software • Minnesota
THIS CERTIFIES THAT, for value received The Convertible Fund Offshore Ltd. (the "Holder") is entitled, subject to the terms set forth below, to purchase from Lawson Software, Inc., a Delaware corporation and successor of Lawson Associates, Inc., a Minnesota corporation (the "Company"), 1,248,300 shares (as adjusted pursuant to Section 5 hereof) of the Company's fully paid and nonassessable Common Stock, par value $0.01 per share (the "Common Stock"), at the exercise price of $4.635905 per share (the "Exercise Price"), subject to adjustment as provided in Section 5 hereof. This Warrant was originally issued to Hewlett Packard Company ("HP") in connection with the transactions described in Section 1.2 of the Warrant Purchase Agreement between the Company and HP described therein, dated as of January 28, 2000 (the "Warrant Purchase Agreement"), and amended on December 19, 2000 pursuant to Amendment No. 1 to Stock Purchase Warrant between the Company and HP. By assignment dated May 20, 200
FIRST AMENDMENT TO THE RIGHTS AGREEMENTThe Rights Agreement • June 7th, 2005 • Lawson Software Inc • Services-prepackaged software • Delaware
First Amendment (the “Amendment”), dated as of June 2, 2005, between Lawson Software, Inc., Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, as rights agent (the “Rights Agent”), to the Rights Agreement dated as of July 28, 2004 (the “Rights Agreement”); capitalized terms used without definition in this Amendment shall have the meanings given to them in the Rights Agreement.
Change of Control AgreementControl Agreement • October 9th, 2003 • Lawson Software Inc • Services-prepackaged software • Minnesota
This Change of Control Agreement ("Agreement"), dated as of August 11, 2003, is made and entered into between Lawson Software, Inc., a Delaware corporation (the "Company") and ("Executive").
ASSET PURCHASE AND SALE AGREEMENTAsset Purchase and Sale Agreement • July 29th, 2004 • Lawson Software Inc • Services-prepackaged software • Delaware
This ASSET PURCHASE AND SALE AGREEMENT (this "Agreement"), among Siemens Medical Solutions Health Services Corporation (f/k/a Shared Medical Systems Corporation), a Delaware corporation ("SIEMENS HS"), Siemens Medical Solutions USA, Inc., a Delaware corporation ("SIEMENS MED USA") (collectively, SIEMENS HS and SIEMENS MED USA are referred to as "SIEMENS") and Lawson Software, Inc. (successor to Lawson Associates, Inc.), a Delaware corporation ("LAWSON"), takes effect on April 30, 2004. SIEMENS HS, SIEMENS MED USA and LAWSON are sometimes referred to individually as a "Party" and collectively as the "Parties."
MASTER OFFSHORE AGREEMENTMaster Offshore Agreement • April 12th, 2004 • Lawson Software Inc • Services-prepackaged software • Minnesota
This Master Offshore Agreement is made effective this day of February 1, 2004 ("Effective Date") by and between Xansa (India) Ltd., having its registered office at C-2, Sector 1, Noida, 201301, India (hereinafter referred to as "Xansa" which shall include all its divisions, subsidiaries and other related entities or successors in interest and permitted assigns),
VALUE ADDED RESELLER AGREEMENTLawson Software Inc • April 12th, 2004 • Services-prepackaged software • Maryland
This non-exclusive Value Added Reseller Agreement (together with all exhibits and attachments the "Agreement") is entered into as of January 29, 2004, ("Effective Date") by and between Micro Focus (US), Inc. and its Affiliates ("Micro Focus"), a Delaware corporation doing business at 9420 Key West Avenue, Rockville, MD 20850, and Lawson Software, Inc. and its Affiliates (the "VAR"), doing business at 380 St Peter Street, Saint Paul, MN 55102-1302. Under this Agreement, Micro Focus authorizes VAR to sell certain Micro Focus products, which VAR will market and distribute to End-Users in the Territory as a value added component to VAR own products.
FIRST AMENDMENT TO SHAREHOLDER IRREVOCABLE UNDERTAKINGLawson Software Inc • December 15th, 2005 • Services-prepackaged software • Delaware
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.
