🌑 ] Shares DIGITALOCEAN HOLDINGS, INC. COMMON STOCK, PAR VALUE $0.000025 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2021 • DigitalOcean Holdings, Inc. • Services-computer programming, data processing, etc. • New York
DIGITALOCEAN HOLDINGS, INC. and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of November 18, 2021 0% Convertible Senior Notes due 2026Indenture • November 18th, 2021 • DigitalOcean Holdings, Inc. • Services-computer programming, data processing, etc. • New York
INDENTURE, dated as of November 18, 2021, between DigitalOcean Holdings, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 29, 2022 among DIGITALOCEAN, LLC as Borrower, DIGITALOCEAN HOLDINGS, INC. as Holdings, THE LENDING INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Lenders, KEYBANK NATIONAL ASSOCIATION, as...Credit Agreement • March 30th, 2022 • DigitalOcean Holdings, Inc. • Services-computer programming, data processing, etc. • New York
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of March 29, 2022 among the following: (i) DIGITALOCEAN, LLC, a Delaware limited liability company, as Borrower (the “Borrower”); (ii) DIGITALOCEAN HOLDINGS, INC., a Delaware corporation and the sole parent of the Borrower, as Holdings (“Holdings”); (iii) the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”); (iv) KEYBANK NATIONAL ASSOCIATION, as the administrative agent (in such capacity, the “Administrative Agent” and as an Issuing Bank); (v) KeyBanc Capital Markets Inc., Bank of America, N.A., Barclays Bank PLC, Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc., as joint lead arrangers (in such capacity, collectively, the “Arrangers”), joint bookrunners and syndication agents; and (vi) Citizens Bank, N.A. and Comerica Bank, as documentation agents.
EMPLOYMENT AGREEMENTEmployment Agreement • January 17th, 2024 • DigitalOcean Holdings, Inc. • Services-computer programming, data processing, etc. • New York
This Employment Agreement (the “Agreement”) is entered into on January 11, 2024 by and among DigitalOcean Holdings, Inc. (“Holdings”) and DigitalOcean, LLC (collectively, the “Company”) and Padmanabhan Srinivasan (the “Executive”) (collectively, the “Parties”).
AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENTIncremental Term Loan Assumption Agreement • February 25th, 2021 • DigitalOcean Holdings, Inc. • Services-computer programming, data processing, etc. • New York
This AMENDMENT NO. 1 AND INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT, dated as of March 18, 2020 (this “Amendment”), among (i) DIGITALOCEAN, LLC, a Delaware limited liability company (f/k/a Digital Ocean, Inc., a Delaware corporation), as Borrower (the “Borrower”); (ii) DIGITALOCEAN HOLDINGS, INC., a Delaware corporation and the sole parent of the Borrower, as Holdings (“Holdings”), SERVERSTACK, INC., a New York corporation (“ServerStack”, and together with Holdings and the Borrower, the “Credit Parties”), MORGAN STANLEY SENIOR FUNDING, INC., in its capacity as an incremental term loan lender (the “Initial Incremental Term Lender”), the Lenders executing this Amendment on the signature pages hereto, and KEYBANK NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) under the Credit Agreement referred to below.
EMPLOYMENT AGREEMENTEmployment Agreement • February 21st, 2024 • DigitalOcean Holdings, Inc. • Services-computer programming, data processing, etc. • Dubai
This Employment Agreement (the “Agreement”) is entered into on August 17, 2023 (the “Effective Date”) by and between Cloudways FZ-LLC (the “Company”), a company incorporated in the Dubai Development Authority (“DDA”), UAE, having its registered office premises at Unit 104, First floor, Building 13, Dubai Internet City, Dubai, UAE and holding license number 97709 and wholly-owned indirect subsidiary of DigitalOcean Holdings, Inc. and Muhammad Aaqib Gadit, a Pakistani national, born on April 24, 1986 with passport number AA4473403 (the “Executive”) (collectively with the Company, the “Parties”).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • November 18th, 2021 • DigitalOcean Holdings, Inc. • Services-computer programming, data processing, etc. • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of February 13, 2020 among the following: (i) DIGITALOCEAN, LLC, a Delaware limited liability company (f/k/a Digital Ocean, Inc., a Delaware corporation), as Borrower (the “Borrower”); (ii) DIGITALOCEAN HOLDINGS, INC., a Delaware corporation and the sole parent of the Borrower, as Holdings (“Holdings”); (iii) the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”); (iv) KEYBANK NATIONAL ASSOCIATION, as the administrative agent (in such capacity, the “Administrative Agent”); (v) KeyBanc Capital Markets Inc., Barclays Bank PLC and Fifth Third Bank as joint lead arrangers (in such capacity, collectively, the “Arrangers”) and joint bookrunners; (vi) Barclays Bank PLC and Fifth Third Bank, National Association, as syndication agents; and (vii) Bank of America N.A. and Regions Bank, as documentation agents.
DIGITALOCEAN HOLDINGS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 25th, 2021 • DigitalOcean Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
This Indemnification Agreement (this “Agreement”), dated as of _____, 20__, is made by and between DigitalOcean Holdings, Inc., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 13, 2020 among DIGITALOCEAN, LLC as Borrower, DIGITALOCEAN HOLDINGS, INC. as Holdings, THE LENDING INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Lenders, KEYBANK NATIONAL ASSOCIATION,...Second Amended and Restated Credit Agreement • February 25th, 2021 • DigitalOcean Holdings, Inc. • Services-computer programming, data processing, etc. • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of February 13, 2020 among the following: (i) DIGITALOCEAN, LLC, a Delaware limited liability company (f/k/a Digital Ocean, Inc., a Delaware corporation), as Borrower (the “Borrower”); (ii) DIGITALOCEAN HOLDINGS, INC., a Delaware corporation and the sole parent of the Borrower, as Holdings (“Holdings”); (iii) the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”); (iv) KEYBANK NATIONAL ASSOCIATION, as the administrative agent (in such capacity, the “Administrative Agent”); (v) KeyBanc Capital Markets Inc., Barclays Bank PLC and Fifth Third Bank as joint lead arrangers (in such capacity, collectively, the “Arrangers”) and joint bookrunners; (vi) Barclays Bank PLC and Fifth Third Bank, National Association, as syndication agents; and (vii) Bank of America N.A. and Regions Bank, as documentation agents.
Letter AgreementEmployment Agreement • August 8th, 2024 • DigitalOcean Holdings, Inc. • Services-computer programming, data processing, etc.
This Letter Agreement (the “Agreement”) is entered into on May 2, 2024 (the “Effective Date”) by and between Muhammad Aaqib Gadit (the “Executive), Cloudways FZ-LLC (the “UAE Subsidiary”) and DigitalOcean, LLC (the “Company”) (individually a “Party” and collectively, the “Parties”).
SEPARATION AGREEMENTSeparation Agreement • November 2nd, 2023 • DigitalOcean Holdings, Inc. • Services-computer programming, data processing, etc.
This Separation Agreement (the “Agreement”), dated as of August 23, 2023, is by and among Yancey Spruill (the “Executive”), DigitalOcean Holdings, Inc. (“Holdings”), a corporation incorporated under the laws of Delaware, and DigitalOcean, LLC, a Delaware limited liability company (“Digital LLC”, together with Holdings, collectively the “Company”). The Company and the Executive are sometimes referred to individually herein as a “Party” and collectively as the “Parties.” Capitalized terms that are used but not defined herein shall have the meaning set forth in that certain Employment Agreement by and between the Executive and the Company, dated as of March 8, 2021 (the “Employment Agreement”).
DIGITALOCEAN, LLC NEW YORK, NY 10013 EMPLOYMENT AGREEMENT AMENDMENTEmployment Agreement • September 19th, 2023 • DigitalOcean Holdings, Inc. • Services-computer programming, data processing, etc.
This Amendment (the “Amendment”) is entered into on September 15, 2023 (the “Effective Date”) by and between DigitalOcean, LLC (the “Company”) and W. Matthew Steinfort (the “Executive) (individually a “Party” and collectively, the “Parties”) and amends the Employment Agreement entered into by the Parties, dated as of November 15, 2022 (the “Agreement”). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
CLOUDWAYS FZ-LLC EMPLOYMENT AGREEMENT AMENDMENTEmployment Agreement • February 21st, 2024 • DigitalOcean Holdings, Inc. • Services-computer programming, data processing, etc.
This Amendment (the “Amendment”) is entered into on September 15, 2023 (the “Effective Date”) by and between Cloudways FZ-LLC (the “Company”) and Muhammad Aaqib Gadit (the “Executive) (individually a “Party” and collectively, the “Parties”) and amends the Employment Agreement entered into by the Parties, dated as of August 17, 2023 (the “Agreement”). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
DigitalOceanExecutive Chairman Agreement • February 21st, 2024 • DigitalOcean Holdings, Inc. • Services-computer programming, data processing, etc. • New York
DigitalOcean Holdings, Inc. (the “Company”) is pleased to make the following offer with respect to your position as Executive Chairman (“Executive Chairman”) of the Board of Directors of the Company (the “Board”):
DIGITALOCEAN HOLDINGS, INC. FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT May 8, 2020Investors’ Rights Agreement • February 25th, 2021 • DigitalOcean Holdings, Inc. • Services-computer programming, data processing, etc. • New York
This Fourth Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of May 8, 2020, by and among DigitalOcean Holdings, Inc., a Delaware corporation (the “Company”), Ben Uretsky, Moisey Uretsky and Jeff Carr (the “Founders”), and the investors listed on Schedule 1 hereto (each, an “Investor” and collectively the “Investors”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement • February 21st, 2024 • DigitalOcean Holdings, Inc. • Services-computer programming, data processing, etc.
This Separation Agreement and General Release (the “Agreement”) confirms the following understandings and agreements between DigitalOcean, LLC (the “Company”) and Megan Wood (“you” or “your”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement • February 21st, 2024 • DigitalOcean Holdings, Inc. • Services-computer programming, data processing, etc.
This Separation Agreement and General Release (the “Agreement”) confirms the following understandings and agreements between DigitalOcean, LLC (the “Company”) and Jeffrey Guy (“you” or “your”).
TRANSITION AGREEMENTTransition Agreement • August 8th, 2022 • DigitalOcean Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
This Transition Agreement (hereinafter also referred to as the “Agreement”) confirms the following understandings and agreements between DigitalOcean, LLC (the “Company”) and William Sorenson (“you” or “your”).
