Item 1.01 Entry Into a Material Definitive Agreement.



On August 19, 2022, DigitalOcean, LLC, a Delaware limited liability company
("Purchaser") and wholly-owned subsidiary of DigitalOcean Holdings, Inc., a
Delaware corporation ("DigitalOcean"), entered into a Share Purchase Agreement
(the "SPA") with Cloudways Ltd., a Maltese limited liability company
("Cloudways"), each of the shareholders of Cloudways identified on the signature
pages thereto (collectively, the "Sellers" and each, a "Seller"), and
Shareholder Representative Services LLC, a Colorado limited liability company,
solely in its capacity as the representative, agent and attorney-in-fact of the
indemnitors under the SPA, pursuant to which, on the terms and subject to the
conditions of the SPA, Purchaser agreed to purchase all of the issued share
capital of Cloudways from the Sellers for cash consideration of $350 million,
subject to customary purchase price adjustments (the "Share Purchase").

Following the consummation of the Share Purchase, Purchaser will own 100% of the
issued share capital of Cloudways, and Cloudways will continue as a wholly-owned
subsidiary of Purchaser and indirect subsidiary of DigitalOcean.

Cloudways is a leading managed cloud hosting and software as a service (SaaS) provider for small and medium-sized businesses.



The SPA contains customary representations and warranties given by Cloudways,
each Seller and Purchaser. The SPA also contains customary covenants of the
parties, including the obligation for each of Cloudways, each Seller and
Purchaser to use its commercially reasonable efforts to take, or cause to be
taken, and to do, or cause to be done, all things necessary, appropriate or
advisable to consummate the Share Purchase and make effective all other
transactions and actions contemplated by the SPA on a timely basis. A portion of
the upfront cash consideration will be held in escrow for specified periods
following the closing of the Share Purchase to secure any post-closing purchase
price adjustments in Purchaser's favor and to secure indemnification claims of
Purchaser, if any. The SPA includes indemnification provisions whereby the
Sellers will indemnify Purchaser for losses arising out of, among other things,
inaccuracies in, or breaches of, the representations, warranties and covenants
of Cloudways and pre-closing taxes of Cloudways, subject to certain caps and
other limitations. To support such indemnification obligations, Purchaser will
have recourse to the escrowed cash and, in certain cases, directly against the
Sellers. In addition, a portion of the upfront cash consideration for one of the
Sellers will be deferred and retained by Purchaser subject to the continuing
employment of such Seller with DigitalOcean for specified periods.

The closing of the transactions contemplated by the SPA is anticipated to occur
in the third quarter of 2022 and is subject to customary closing conditions,
including, among other things, the accuracy of the representations and
warranties of the parties, subject to certain materiality qualifications, the
material compliance by the parties with their respective covenants and the
absence of any law or order prohibiting the consummation of the Share Purchase.
The Sellers have approved the SPA and the transactions contemplated thereby in
accordance with applicable law. The SPA also provides customary termination
rights for Purchaser and Cloudways.

Important Statement Regarding the Share Purchase Agreement

The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.



A copy of the SPA has been included to provide DigitalOcean stockholders and
other security holders with information regarding its terms and the SPA itself
is not intended to provide any factual information about DigitalOcean or
Cloudways. The representations, warranties and covenants contained in the SPA
have been made solely for the purposes of the SPA and as of specific dates; were
made solely for the benefit of the parties to the SPA; are not intended as
statements of fact to be relied upon by DigitalOcean stockholders, Cloudways
security holders or any other third party, but rather as a way of allocating the
risk between the parties in the event the statements therein prove to be
inaccurate; have been modified or qualified by certain confidential disclosures
that were made between the parties in connection with the negotiation of the
SPA, which disclosures are not reflected in the SPA itself; may no longer be
true as of a given date; and may apply standards of materiality in a way that is
different from what may be viewed as material by DigitalOcean stockholders,
Cloudways security holders or other third parties. The SPA should not be read
alone but should instead be read in conjunction with the other information
regarding DigitalOcean contained in DigitalOcean's Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q and other filings that it makes with the
Securities and Exchange Commission (the "SEC").

Item 7.01 Regulation FD Disclosure.



On August 23, 2022, DigitalOcean issued a press release announcing the entry
into the SPA. The full text of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.

The information contained in this Item 7.01 and the accompanying exhibit is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18.

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Furthermore, the information contained in this Item 7.01 and the accompanying
exhibit shall not be deemed to be incorporated by reference in any filing under
the Securities Act of 1933, as amended, unless specifically identified therein
as being incorporated therein by reference.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.
Exhibit No.              Description
2.1#                       Share Purchase Agreement, dated as of August 19, 2022, by and among
                         DigitalOcean, LLC, Cloudways Ltd., each of the

shareholders of Cloudways


                         identified on the signature pages thereto and

Shareholder Representative

Services LLC.
99.1                       Press release issued by DigitalOcean Holdings, Inc., dated August 23,
                         2022.
104                      Cover Page Interactive Data File (embedded within

the Inline XBRL document).




# Schedules and exhibits to this exhibit have been omitted pursuant to Item
601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will
be furnished to the SEC upon request; provided, however, that DigitalOcean may
request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for
any schedule or exhibit so furnished.

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