DigitalOcean Holdings, Inc. Sample Contracts
🌑 ] 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.
CREDIT AGREEMENT Dated as of May 5, 2025 among DIGITALOCEAN, LLC, as the Parent Borrower, DIGITALOCEAN HOLDINGS, INC., as Holdings, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent, THE LENDERS PARTY HERETO, MORGAN...Credit Agreement • May 6th, 2025 • DigitalOcean Holdings, Inc. • Services-computer programming, data processing, etc. • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of May 5, 2025, among DIGITALOCEAN, LLC, a Delaware limited liability company (the “Parent Borrower”), DIGITALOCEAN HOLDINGS, INC., a Delaware corporation (“Holdings”), MORGAN STANLEY SENIOR FUNDING, INC. (“Morgan Stanley”), as Administrative Agent and Collateral Agent, each L/C Issuer from time to time party hereto, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 25th, 2025 • DigitalOcean Holdings, Inc. • Services-computer programming, data processing, etc. • California
This Employment Agreement (the “Agreement”) is entered into on May 22, 2024 (the “Effective Date”) by and between DigitalOcean, LLC (collectively, the “Company”) and Bratin Saha (the “Executive”) (individually a “Party” and 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.
Dealer Name and Address]Call Option Transaction • August 14th, 2025 • DigitalOcean Holdings, Inc. • Services-computer programming, data processing, etc.
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer Name] (“Dealer”) and DigitalOcean Holdings, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
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”).
Execution Version US-DOCS\168138355.4 AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of May 4, 2026 by and among DIGITALOCEAN, LLC, a Delaware limited liability company (the “Parent...Credit Agreement • May 5th, 2026 • DigitalOcean Holdings, Inc. • Services-computer programming, data processing, etc.
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.
DIGITALOCEAN HOLDINGS, INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of August 14, 2025 0.00% Convertible Senior Notes due 2030Indenture • August 14th, 2025 • DigitalOcean Holdings, Inc. • Services-computer programming, data processing, etc. • New York
INDENTURE, dated as of August 14, 2025, between DigitalOcean Holdings, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
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”).
Execution Version US-DOCS\168138355.4 AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of May 4, 2026 by and among DIGITALOCEAN, LLC, a Delaware limited liability company (the “Parent...Credit Agreement • August 4th, 2026 • DigitalOcean Holdings, Inc. • Services-computer programming, data processing, etc.
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”).
DIGITALOCEAN HOLDINGS, INC. 10,389,611 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • March 26th, 2026 • DigitalOcean Holdings, Inc. • Services-computer programming, data processing, etc. • New York
DigitalOcean Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 10,389,611 shares of common stock, par value $0.000025 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,558,441 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
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”).