Octave Intelligence PLC Sample Contracts
FORM OF EXECUTIVE EMPLOYMENT AGREEMENT1Executive Employment Agreement • March 24th, 2026 • Octave Intelligence PLC • Services-prepackaged software
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of [•], by and between [•], an individual (“Executive”), and INTERGRAPH CORPORATION D/B/A OCTAVE, a Delaware corporation (the “Company”).
MASTER TRANSITION SERVICES AGREEMENT NO. OCTV-26-03-7805Master Transition Services Agreement • May 26th, 2026 • Octave Intelligence PLC • Services-prepackaged software
This Transition Services Agreement (this “Agreement”), dated as of May 22, 2026 (“Effective Date”), is made by and between Hexagon AB, a Swedish public company, on behalf of itself and the other Parent Group Companies (“Parent”), and Octave Intelligence plc, an Irish company, on behalf of itself and the other Spinco Group Companies (“Spinco”). Parent and Spinco are referred to herein individually as a “Party” and collectively as the “Parties.”
OCTAVE INTELLIGENCE PLC LONG-TERM INCENTIVE PLAN REPLACEMENT PERFORMANCE SHARE UNIT AWARD AGREEMENTReplacement Performance Share Unit Award Agreement • July 23rd, 2026 • Octave Intelligence PLC • Services-prepackaged software
This Replacement Performance Share Unit Award Agreement (this “Award Agreement”) evidences an award of Replacement PSUs (as defined below) by Octave Intelligence plc, an Irish incorporated public limited company (the “Company”; together with the Company’s direct and indirect subsidiaries, the “Company Group”) under the Octave Intelligence plc Long-Term Incentive Plan (as amended from time to time, the “Plan”). Capitalized terms not defined in the Award Agreement have the meanings given to them in the Plan.
DATED 2026 OCTAVE INTELLIGENCE PLC DEED POLL INDEMNITY FOR THE BENEFIT OF DIRECTORS AND CERTAIN OFFICERS PERFORMING STATUTORY FUNCTIONSDeed Poll Indemnity • March 24th, 2026 • Octave Intelligence PLC • Services-prepackaged software
IN CONSIDERATION of each Beneficiary (as defined below) continuing to serve Octave, the Company agrees and undertakes as follows:
OCTAVE INTELLIGENCE PLC LONG-TERM INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENTRestricted Share Unit Award Agreement • July 23rd, 2026 • Octave Intelligence PLC • Services-prepackaged software
This Restricted Share Unit Award Agreement (this “Award Agreement”) evidences an award of restricted share units by Octave Intelligence plc, an Irish incorporated public limited company (the “Company”; together with the Company’s direct and indirect subsidiaries, the “Company Group”) under the Octave Intelligence plc Long-Term Incentive Plan (as amended from time to time, the “Plan”). Capitalized terms not defined in the Award Agreement have the meanings given to them in the Plan.
OCTAVE INTELLIGENCE PLC LONG-TERM INCENTIVE PLAN RESTRICTED AND PERFORMANCE SHARE UNIT AWARD AGREEMENTRestricted and Performance Share Unit Award Agreement • July 23rd, 2026 • Octave Intelligence PLC • Services-prepackaged software
This Restricted and Performance Share Unit Award Agreement (this “Award Agreement”) evidences an award of restricted and performance share units by Octave Intelligence plc, an Irish incorporated public limited company (the “Company”; together with the Company’s direct and indirect subsidiaries, the “Company Group”) under the Octave Intelligence plc Long-Term Incentive Plan (as amended from time to time, the “Plan”). Capitalized terms not defined in the Award Agreement have the meanings given to them in the Plan.
OCTAVE INTELLIGENCE PLC LONG-TERM INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORSRestricted Share Unit Award Agreement • July 23rd, 2026 • Octave Intelligence PLC • Services-prepackaged software
This Restricted Share Unit Award Agreement (this “Award Agreement”) evidences an award of restricted share units (“RSUs”) by Octave Intelligence plc, an Irish incorporated public limited company (the “Company”) under the Octave Intelligence plc Long-Term Incentive Plan, including the Non-Employee Sub-Plan (as amended from time to time, the “Plan”). Capitalized terms not defined in the Award Agreement have the meanings given to them in the Plan.
REGISTRATION RIGHTS AGREEMENT BY OCTAVE INTELLIGENCE PLC AND MELKER SCHÖRLING AB DATED AS OF MAY 22, 2026Registration Rights Agreement • May 26th, 2026 • Octave Intelligence PLC • Services-prepackaged software • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 22, 2026, by and among Octave Intelligence plc, a public limited company organized under the laws of Ireland (the “Company”), and Melker Schörling AB, a corporation incorporated under the laws of Sweden, and any Permitted Assignees (as hereinafter defined) who subsequently become parties to this Agreement in accordance with the terms of this Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 24th, 2026 • Octave Intelligence PLC • Services-prepackaged software • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ ] by and between Intergraph Corporation, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENT BY OCTAVE INTELLIGENCE PLC AND MELKER SCHÖRLING AB DATED AS OF [ ], 2026Registration Rights Agreement • March 24th, 2026 • Octave Intelligence PLC • Services-prepackaged software • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2026, by and among Octave Intelligence plc, a public limited company organized under the laws of Ireland (the “Company”), and Melker Schörling AB, a corporation incorporated under the laws of Sweden, and any Permitted Assignees (as hereinafter defined) who subsequently become parties to this Agreement in accordance with the terms of this Agreement.
DISTRIBUTION AGREEMENT BY AND BETWEEN HEXAGON AB and OCTAVE INTELLIGENCE PLCDistribution Agreement • March 24th, 2026 • Octave Intelligence PLC • Services-prepackaged software • Delaware
TAX DISAFFILIATION AGREEMENT BETWEEN HEXAGON AB AND OCTAVE INTELLIGENCE PLC dated as of May 22, 2026Tax Disaffiliation Agreement • May 26th, 2026 • Octave Intelligence PLC • Services-prepackaged software
THIS TAX DISAFFILIATION AGREEMENT (the “Agreement”) is dated as of May 22, 2026 by and between Hexagon AB, a Swedish corporation (“Parent”), and Octave Intelligence plc, an Irish public limited company (“Spinco” and, together with Parent, the “Parties”, and each, a “Party”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of the Agreement.
MASTER TRANSITION SERVICES AGREEMENT NO. OCTV-26-03-7805Master Transition Services Agreement • March 24th, 2026 • Octave Intelligence PLC • Services-prepackaged software
This Transition Services Agreement (this “Agreement”), dated as of [•], 2026 (“Effective Date”), is made by and between Hexagon AB, a Swedish public company, on behalf of itself and the other Parent Group Companies (“Parent”), and Octave Intelligence plc, an Irish company, on behalf of itself and the other Spinco Group Companies (“Spinco”). Parent and Spinco are referred to herein individually as a “Party” and collectively as the “Parties.”
CREDIT AGREEMENT dated as of April 27, 2026, among HEXAGON AB, as Parent, OCTAVE INTELLIGENCE PLC, as Company, the other BORROWERS Party Hereto, the BORROWING SUBSIDIARIES Party Hereto, the LENDERS Party Hereto, and BANK OF AMERICA, N.A., as the...Credit Agreement • April 27th, 2026 • Octave Intelligence PLC • Services-prepackaged software • New York
CREDIT AGREEMENT dated as of April 27, 2026, among HEXAGON AB, a Swedish public limited liability company with corporate registration number 556190-4771, OCTAVE INTELLIGENCE PLC, an Irish public limited company, the other BORROWERS party hereto, the BORROWING SUBSIDIARIES party hereto, the LENDERS party hereto and BANK OF AMERICA, N.A., as the Administrative Agent.
DISTRIBUTION AGREEMENT BY AND BETWEEN HEXAGON AB and OCTAVE INTELLIGENCE PLC May 22, 2026Distribution Agreement • May 26th, 2026 • Octave Intelligence PLC • Services-prepackaged software • Delaware
This DISTRIBUTION AGREEMENT, dated as of May 22, 2026 (this “Agreement”), is by and between Hexagon AB, a Swedish corporation (“Parent”), and Octave Intelligence plc, an Irish public limited company (“Spinco”). Capitalized terms that are used but not otherwise defined in the recitals shall have the respective meanings ascribed to such terms in Section 1.1.
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN HEXAGON AB and OCTAVE INTELLIGENCE PLCEmployee Matters Agreement • March 24th, 2026 • Octave Intelligence PLC • Services-prepackaged software
This EMPLOYEE MATTERS AGREEMENT, dated as of [ ], 2026 (this “Agreement”), is by and between Hexagon AB, a Swedish corporation (“Parent”) and Octave Intelligence plc, an Irish public limited company (“Spinco”). Each of Parent and Spinco is sometimes referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms that are used but not otherwise defined herein shall have the meaning set forth in the Distribution Agreement.
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN HEXAGON AB and OCTAVE INTELLIGENCE PLC MAY 22, 2026Employee Matters Agreement • May 26th, 2026 • Octave Intelligence PLC • Services-prepackaged software
This EMPLOYEE MATTERS AGREEMENT, dated as of May 22, 2026 (this “Agreement”), is by and between Hexagon AB, a Swedish corporation (“Parent”) and Octave Intelligence plc, an Irish public limited company (“Spinco”). Each of Parent and Spinco is sometimes referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms that are used but not otherwise defined herein shall have the meaning set forth in the Distribution Agreement.