DIGITALOCEAN HOLDINGS, INC.
FOURTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT
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).
WHEREAS, the certain of the Investors (the Existing Investors) hold shares of the Companys Series Seed Preferred Stock, par value $0.000025 per share (the Series Seed Preferred Stock), shares of the Companys Series A-1 Preferred Stock, par value $0.000025 per share (the Series A-1 Preferred Stock), shares of the Companys Series B Preferred Stock, par value $0.000025 per share (the Series B Preferred Stock), and/or shares the Companys common stock (the Common Stock) issued upon conversion thereof and possess registration rights, information rights, rights of first offer and other rights pursuant to that certain Third Amended and Restated Investors Rights Agreement dated as of August 1, 2016 by and among Digital Ocean, Inc., the Company, the Founders and the Investors (as amended, the Prior Agreement);
WHEREAS, the Existing Investors are holders of at least a majority of the Registrable Securities of the Company (as defined in the Prior Agreement), and desire to amend and restate the Prior Agreement in its entirety and to accept the rights created pursuant to this Agreement in lieu of the rights granted to them under the Prior Agreement; and
WHEREAS, certain of the Investors are parties to that certain Series C Preferred Stock Purchase Agreement of even date herewith, between the Company and certain of the Investors (the Purchase Agreement), under which certain of the Companys and such Investors obligations are conditioned upon the execution and delivery of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereto hereby agree that the Prior Agreement shall be superseded and replaced in its entirety by this Agreement, and the parties hereto further agree as follows:
The parties agree as follows:
1. Registration Rights.
1.1 Definitions. For purposes of this Agreement:
(a) The term Exchange Act means the Securities Exchange Act of 1934, as amended (and any successor thereto) and the rules and regulations promulgated thereunder.