DIGITALOCEAN HOLDINGS, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry Into or Amendment of a Material Definitive Agreement.

On March 29, 2022, DigitalOcean Holdings, Inc. (the "Company"), DigitalOcean,
LLC, a wholly-owned subsidiary of the Company, the lenders party thereto and
KeyBank National Association, as administrative agent, entered into a Third
Amended and Restated Credit Agreement (the "Third A&R Credit Agreement"), which
amends and restates the Company's existing Second Amended and Restated Credit
Agreement, dated as of February 13, 2020 (as amended by Amendment No. 1 and
Incremental Term Loan Assumption Agreement, dated as of March 18, 2020, and
Amendment No. 2 to Credit Agreement, dated as of November 15, 2021, the
"Existing Credit Agreement").

The Third A&R Credit Agreement amends the Existing Credit Agreement to, among
other modifications, (i) remove the Term Loan component of the credit facility,
which had been previously repaid in full; (ii) increase the maximum borrowing
limit of the revolving credit facility thereunder (the "Revolving Credit
Facility") from $150 million to $250 million; (iii) extend the maturity date of
the Revolving Credit Facility from February 2025 to the earlier of (A) the fifth
anniversary of the closing date of the Third A&R Credit Agreement and (B) 90
days before the maturity date applicable to any outstanding convertible notes
issued by the Company in an aggregate principal amount equal to or greater than
$100 million; (iv) replace the existing maximum total net leverage ratio
financial covenant with a maximum senior secured net leverage ratio financial
covenant of 3.50x; (v) eliminate the financial covenant requirement of
maintaining a minimum debt service coverage ratio; (vi) replace the benchmark
reference rate for U.S. Dollar loans from LIBOR to the forward-looking term rate
based on the secured overnight financing rate plus a customary adjustment
("Adjusted Term SOFR") and include provisions for foreign currency rates in
connection with the extension of foreign currency loans; (vii) join foreign
subsidiaries of the Company as foreign subsidiary guarantors and pledge 100% of
the equity interests of such subsidiaries as collateral; and (viii) effect
certain additional modifications to the covenants and terms set forth in the
Existing Credit Agreement (including, among others, expanding the scope of
permitted investments in cash equivalents and increasing the basket for stock
buybacks, subject to certain conditions, as applicable).

Furthermore, the per annum interest rate applicable to any principal amounts
outstanding under the Third A&R Credit Agreement for U.S. Dollar loans will be
equal to (i) Adjusted Term SOFR plus (ii) an applicable margin varying from
1.25% to 2.00%, subject to a pricing grid based on the senior secured net
leverage ratio. The Third A&R Credit Agreement provides for an annual commitment
fee varying from 0.20% to 0.30%, also subject to a pricing grid based on the
senior secured net leverage ratio, applied to the average daily unused amount of
the Revolving Credit Facility. In comparison, the Existing Credit Agreement
provided for a per annum interest rate for U.S. Dollar loans equal to: (a) LIBOR
plus an applicable margin varying from 2.00% to 4.00%, subject to a pricing grid
based on the total net leverage ratio, and (b) an annual commitment fee varying
from 0.25% to 0.40%, also subject to a pricing grid based on the total net
leverage ratio, applied to the average daily unused amount of the existing
facility thereunder.

The Third A&R Credit Agreement contains restrictions and covenants applicable to
the Company and its subsidiaries that are customary for financings of this type
and, except as set forth above, which are substantially similar to the Existing
Credit Agreement. The Third A&R Credit Agreement also includes other
representations, warranties, indemnities, and events of default that are
customary for financings of this type, and, except as set forth above, which are
substantially similar to the Existing Credit Agreement.

The Third A&R Credit Facility is secured by a first-priority security interest in substantially all of the assets of the Company and its subsidiaries.

The foregoing summary of certain terms of the Third A&R Credit Agreement in this
Current Report on Form 8-K does not purport to be complete and is qualified in
its entirety by reference to the complete text of the Third A&R Credit
Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated
herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement.

The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 28, 2022, the Company appointed Adrienne Calderone as Senior Vice President, Chief Accounting Officer. Ms. Calderone will assume the roles and responsibilities as the Company's principal accounting officer.

Prior to her promotion, Ms. Calderone, age 54, served as the Company's Vice
President, Finance since November 2018. Previously, Ms. Calderone held senior
executive positions at Cotiviti Holdings, Inc., L-1 Identity Solutions, SIRIUS
XM

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Radio and PanAmSat Corporation. Ms. Calderone received her Bachelor of Science
in Accounting from the University of Massachusetts at Amherst - Isenberg School
of Management and is a Certified Public Accountant.

Ms. Calderone is not a party to any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K. In connection with her appointment as
principal accounting officer, Ms. Calderone will execute the Company's standard
form of indemnification agreement, which was filed as Exhibit 10.6 to the
Company's Form S-1 filed on February 25, 2021.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.               Description
10.1                        Third Amended and Restated Credit Agreement, 

dated as of March 29, 2022,

                          between DigitalOcean Holdings, Inc., 

DigitalOcean, LLC, the lenders party

                          thereto and KeyBank National Association, as Administrative Agent.
104                       Cover Page Interactive Data File (embedded within the Inline XBRL document).

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