EX-10.3.2





 Exhibit 10.3.2 

DIGITALOCEAN HOLDINGS, INC. 

RSU AWARD GRANT NOTICE 

(2021 EQUITY INCENTIVE PLAN) 

DigitalOcean Holdings, Inc. (the “Company”) has awarded to you (the “Participant”) the number of
restricted stock units specified (the “Restricted Stock Units”) and on the terms set forth below in consideration of your services (the “RSU Award”). Your RSU Award is subject to all of
the terms and conditions set forth herein and in the Company’s 2021 Equity Incentive Plan (the “Plan”) and the Award Agreement attached hereto (the “Agreement”), including any
additional terms and conditions for your country included in the Country Appendix attached thereto (which, for clarity, is a part of the Agreement). The Plan and the Agreement are incorporated herein in their entirety. Capitalized terms not
explicitly defined herein but defined in the Plan or the Agreement shall have the meanings set forth in the Plan or the Agreement. 
  

					
	Participant:	 	  
	 	
	Date of Grant:	 	  
	 	
	Vesting Commencement Date:	 	  
	 	
	Number of Restricted Stock Units:	 	  
	 	

  

			
	Vesting Schedule:	  	Subject to any vesting acceleration provisions below, in Section 3 of the Agreement, or in the Plan, the Restricted Stock Units shall vest as follows:
[                    ]
		
	Issuance Schedule:	  	One share of Common Stock will be issued for each Restricted Stock Unit which vests at the time set forth in Section 6 of the Agreement.

 Participant Acknowledgements: By your signature below or by electronic acceptance or authentication in a form
authorized by the Company, you understand and agree that: 
  

	 	•	 	 The RSU Award is governed by this RSU Award Grant Notice (the “Grant Notice”), and the
provisions of the Plan and the Agreement, all of which are made a part of this document. Unless otherwise provided in the Plan, this Grant Notice and the Agreement (together, the “RSU Award Agreement”) may not be modified,
amended or revised except in a writing signed by you and a duly authorized officer of the Company. 


  

	 	•	 	 You consent to receive this Grant Notice, the Agreement, the Plan, the Prospectus and any other Plan-related
documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.



  

	 	•	 	 You have read and are familiar with the provisions of the Plan, the RSU Award Agreement and the Prospectus. In
the event of any conflict between the provisions in the RSU Award Agreement or the Prospectus and the terms of the Plan, the terms of the Plan shall control. 


  


	 	•	 	 The RSU Award Agreement sets forth the entire understanding between you and the Company regarding the acquisition
of Common Stock and supersedes all prior oral and written agreements, promises and/or representations on that subject with the exception of: (i) other equity awards previously granted to you, and (ii) any written employment agreement,
offer letter, severance agreement, written severance plan or policy, or other written agreement between the Company (or any Affiliate) and you in each case that specifies the terms that should govern this RSU Award. 



 

	 	•	 	 Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying
with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for
all purposes. 















	 	•	 	 The RSU Award is subject to forfeiture upon termination of your Continuous Service in accordance with the
terms of the Plan (including Section 5(a)(iv) thereof) and the Agreement (including Sections 3 and 7(j)-(k) thereof), and, as applicable, subject to the terms of the attached Appendix for your country.



  

									
	DIGITALOCEAN HOLDINGS, INC.	 		 	PARTICIPANT:
				
	By:	  	  
	 		 	  

		  	Signature	 		 		 	Signature
					
	Title:	  	  
	 		 	Date:	 	  

					
	Date:	  	  
	 		 		 	


  
 2 













 DIGITALOCEAN HOLDINGS, INC.

 2021 EQUITY INCENTIVE PLAN 

AWARD AGREEMENT (RSU AWARD) 

As reflected by your RSU Award Grant Notice (the “Grant Notice”), DigitalOcean Holdings, Inc. (the
“Company”) has granted you a RSU Award under its 2021 Equity Incentive Plan (the “Plan”) for the number of restricted stock units as indicated in the Grant Notice (the “RSU
Award”). The terms of your RSU Award as specified in this Award Agreement (the “Agreement”), including any additional terms and conditions for your country included in the Country Appendix attached hereto (the
“Appendix”), and the Grant Notice constitute your “RSU Award Agreement”. Capitalized terms not explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have the same
definitions as in the Grant Notice or Plan, as applicable. 
 The general terms applicable to your RSU Award are as follows: 

1. GOVERNING PLAN DOCUMENT. Your RSU Award is subject to all the provisions of the
Plan. Your RSU Award is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the RSU Award Agreement and the
provisions of the Plan, the provisions of the Plan shall control. 
 2. GRANT OF THE
RSU AWARD. This RSU Award represents your right to be issued on a future date the number of shares of Common Stock that is equal to the number of restricted stock units indicated in the Grant Notice as modified to reflect any
Capitalization Adjustment and subject to your satisfaction of the vesting conditions set forth therein (the “Restricted Stock Units”). Any additional Restricted Stock Units that become subject to the RSU Award pursuant to
Capitalization Adjustments as set forth in the Plan, if any, shall be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other
Restricted Stock Units covered by your RSU Award. 
 3. VESTING; FORFEITURE UPON
TERMINATION OF CONTINUOUS SERVICE. Your Restricted Stock Units will vest, if at all, in accordance with the vesting schedule provided in the Grant Notice, subject to the provisions
contained herein and the terms of the Plan. Vesting will cease upon the termination of your Continuous Service. Except as otherwise provided in this RSU Award Agreement or other written agreement between you and the Company or an Affiliate, any of
your Restricted Stock Units that have not vested as of the time your Continuous Service terminates will be automatically forfeited without cost to the Company or any Affiliate, and you will have no further right, title or interest in such Restricted
Stock Units, the shares of Common Stock issuable pursuant to such Restricted Stock Units, or any consideration in respect of such Restricted Stock Units. 

4. DIVIDENDS. You shall receive no benefit or adjustment to your RSU Award with respect to any cash
dividend, stock dividend, or other distribution that does not result from a Capitalization Adjustment as provided in the Plan; provided, however, that this sentence shall not apply with respect to any shares of Common Stock that are delivered to you
in connection with your RSU Award after such shares have been delivered to you. 
 5. WITHHOLDING
OBLIGATIONS. 
 (a) Regardless of any action taken by the Company or, if different, the Affiliate to which you
provide Continuous Service (the “Service Recipient”) with respect to any income tax, social 

  
 1 













 
insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items associated with the grant or vesting of the RSU Award or sale of
the underlying Common Stock or other tax-related items related to your participation in the Plan and legally applicable to you (the “Tax Liability”), you hereby acknowledge and agree
that the Tax Liability is your ultimate responsibility and may exceed the amount, if any, actually withheld by the Company or the Service Recipient. You further acknowledge that the Company and the Service Recipient (i) make no representations
or undertakings regarding any Tax Liability in connection with any aspect of this RSU Award, including, but not limited to, the grant or vesting of the RSU Award, the issuance of Common Stock pursuant to such vesting, the subsequent sale of shares
of Common Stock, and the payment of any dividends on the Common Stock; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSU Award to reduce or eliminate your Tax Liability or achieve
a particular tax result. Further, if you are subject to Tax Liability in more than one jurisdiction, you acknowledge that the Company and/or the Service Recipient (or former service recipient, as applicable) may be required to withhold or account
for Tax Liability in more than one jurisdiction. 
 (b) Prior to any relevant taxable or tax withholding event, as applicable, you
agree to make adequate arrangements satisfactory to the Company and/or the Service Recipient to satisfy all Tax Liability. As further provided in Section 8 of the Plan, you hereby authorize the Company and any applicable Service Recipient to
satisfy any applicable withholding obligations with regard to the Tax Liability by any of the following means or by a combination of such means: (i) causing you to pay any portion of the Tax Liability in cash or cash equivalent in a form
acceptable to the Company; (ii) withholding from any compensation otherwise payable to you by the Company or the Service Recipient; (iii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to
you in connection with the Award; provided, however, that to the extent necessary to qualify for an exemption from the application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to
the express prior approval of the Board or the Compensation Committee; (iv) permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry
Regulatory Authority (a “FINRA Dealer”), pursuant to this authorization and without further consent, whereby you irrevocably elect to sell a portion of the shares of Common Stock to be delivered in connection with your
Restricted Stock Units to satisfy the Tax Liability and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Tax Liability directly to the Company or the Service Recipient; and/or (v) any other method
determined by the Company to be in compliance with Applicable Law. Furthermore, you agree to pay the Company or the Service Recipient any amount the Company or the Service Recipient may be required to withhold, collect, or pay as a result of your
participation in the Plan or that cannot be satisfied by the means previously described. In the event it is determined that the amount of the Tax Liability was greater than the amount withheld by the Company and/or the Service Recipient (as
applicable), you agree to indemnify and hold the Company and/or the Service Recipient (as applicable) harmless from any failure by the Company or the applicable Service Recipient to withhold the proper amount. 

(c) The Company may withhold or account for your Tax Liability by considering statutory withholding amounts or other withholding rates
applicable in your jurisdiction(s), including (i) maximum applicable rates in your jurisdiction(s), in which case you may receive a refund of any over-withheld amount in cash (whether from applicable tax authorities or the Company) and you will
have no entitlement to the equivalent amount in Common Stock or (ii) minimum or such other applicable rates in your jurisdiction(s), in which case you may be solely responsible for paying any additional Tax Liability to the applicable tax
authorities or to the Company and/or the Service Recipient. If the Tax Liability withholding obligation is satisfied by withholding shares of Common Stock, for tax purposes, you are deemed to have been issued the full number of shares of Common
Stock subject to the vested portion of the RSU Award, notwithstanding that a number of the shares of Common Stock is held back solely for the purpose of paying such Tax Liability. 

  
 2 













 (d) You acknowledge that you may not participate in the Plan and the Company shall
have no obligation to deliver shares of Common Stock until you have fully satisfied the Tax Liability, as determined by the Company. Unless any withholding obligation for the Tax Liability is satisfied, the Company shall have no obligation to
deliver to you any Common Stock in respect of the RSU Award. 
 6. DATE OF ISSUANCE.

 (a) The issuance of shares in respect of the Restricted Stock Units is intended to comply with U.S. Treasury Regulations
Section 1.409A-1(b)(4) and will be construed and administered in such a manner. Subject to the satisfaction of the Tax Liability withholding obligation, if any, in the event one or more Restricted Stock Units
vests, the Company shall issue to you one (1) share of Common Stock for each vested Restricted Stock Unit on the applicable vesting date. Each issuance date determined by this paragraph is referred to as an “Original Issuance
Date.” 
 (b) If the Original Issuance Date falls on a date that is not a business day, delivery shall instead occur on
the next following business day. In addition, if: 
 (i) the Original Issuance Date does not occur (1) during an “open
window period” applicable to you, as determined by the Company in accordance with the Company’s then-effective policy on trading in Company securities, or (2) on a date when you are otherwise permitted to sell shares of Common Stock
on an established stock exchange or stock market (including but not limited to under a previously established written trading plan that meets the requirements of Rule 10b5-1 under the Exchange Act and was
entered into in compliance with the Company’s policies (a “10b5-1 Arrangement)), and 

(ii) either (1) a Tax Liability withholding obligation does not apply, or (2) the Company decides, prior to the Original
Issuance Date, (A) not to satisfy the Tax Liability withholding obligation by withholding shares of Common Stock from the shares otherwise due, on the Original Issuance Date, to you under this Award, and (B) not to permit you to enter into
a “same day sale” commitment with a broker-dealer (including but not limited to a commitment under a 10b5-1 Arrangement) and (C) not to permit you to pay your Tax Liability in cash, 

then the shares that would otherwise be issued to you on the Original Issuance Date will not be delivered on such Original Issuance
Date and will instead be delivered on the first business day when you are not prohibited from selling shares of the Common Stock in the open public market, but in no event later than December 31 of the calendar year in which the Original
Issuance Date occurs (that is, the last day of your taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with U.S. Treasury Regulations
Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the shares of Common Stock under this Award are no longer
subject to a “substantial risk of forfeiture” within the meaning of U.S. Treasury Regulations Section 1.409A-1(d). 

7. NATURE OF GRANT. In accepting the RSU Award, you acknowledge, understand and
agree that: 
 (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended
or terminated by the Company at any time, to the extent permitted by the Plan; 
 (b) the grant of the RSU Award is exceptional,
voluntary and occasional and does not create any contractual or other right to receive future grants of restricted stock units, other equity awards or benefits in lieu of equity awards, even if equity awards have been granted in the past; 

  
 3 













 (c) all decisions with respect to future RSU Awards or other grants, if any, will be
at the sole discretion of the Company; 
 (d) the RSU Award grant and your participation in the Plan shall not create a right to
employment or be interpreted as forming or amending an employment or service contract with the Company, the Service Recipient or any Affiliate; 

(e) you are voluntarily participating in the Plan; 

(f) the RSU Award and any shares of Common Stock acquired under the Plan, and the income from and value of same, are not intended to
replace any pension rights or compensation; 
 (g) the RSU Award and any shares of Common Stock acquired under the Plan, and the
income from and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar mandatory payments; 

(h) the future value of the shares of Common Stock underlying the RSU Award is unknown, indeterminable, and cannot be predicted with
certainty; 
 (i) if the RSU Award vests and you are issued shares of Common Stock, the value of such shares of Common Stock may
increase or decrease in value following the date the shares are issued; even below the fair market value on the date the RSU Award is granted to you; 

(j) for purposes of the RSU Award, your Continuous Service will be considered terminated as of the date you are no longer actively
providing services to the Company or one of its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your
employment agreement, if any), and unless otherwise expressly provided in this RSU Award Agreement or determined by the Company, your right to vest in the RSU Award under the Plan, if any, will terminate as of such date and will not be extended by
any notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); and the Board shall have the exclusive
discretion to determine when you are no longer actively providing services for purposes of the RSU Award (including whether you may still be considered to be providing services while on a leave of absence); 

(k) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSU Award resulting from your termination of
Continuous Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed, or the terms of your employment agreement, if any), and in consideration of the grant
of this RSU Award to which you are otherwise not entitled, you irrevocably agree never to institute any claim against the Company, the Service Recipient or any Affiliate, waive your ability, if any, to bring any such claim, and release the Company,
the Service Recipient and any Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to
pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; 
 (l)
unless otherwise agreed with the Company in writing, the RSU Award and any shares of Common Stock acquired under the Plan, and the income from and value of same, are not granted as consideration for, or in connection with, any service you may
provide as a director of the Company or any Affiliate; and 

  
 4 













 (m) neither the Company, nor the Service Recipient nor any Affiliate shall be liable
for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the RSU Award or the subsequent sale of any shares of Common Stock acquired upon settlement of the RSU Award. 

8. TRANSFERABILITY. Except as otherwise provided in the Plan, your RSU Award is not transferable, except by will
or by the applicable laws of descent and distribution. 
 9. CORPORATE TRANSACTION. Your RSU
Award is subject to the terms of any agreement governing a Corporate Transaction involving the Company, including, without limitation, a provision for the appointment of a stockholder representative that is authorized to act on your behalf with
respect to any escrow, indemnities and any contingent consideration. 
 10. NO LIABILITY
FOR TAXES. As a condition to accepting the RSU Award, you hereby (a) agree to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax
and/or social insurance liabilities arising from the RSU Award or other Company compensation and (b) acknowledge that you were advised to consult with your own personal tax, financial and other legal advisors regarding the tax and social
insurance consequences of the RSU Award and have either done so or knowingly and voluntarily declined to do so. 
 11.
SEVERABILITY. If any part of this RSU Award Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this
RSU Award Agreement or the Plan not declared to be unlawful or invalid. Any Section of this RSU Award Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to
the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid. 
 12.
WAIVER. You acknowledge that a waiver by the Company of a breach of any provision of this RSU Award Agreement shall not operate or be construed as a waiver of any other provision of this RSU Award Agreement, or of any
subsequent breach of this RSU Award Agreement. 
 13. NO ADVICE REGARDING
GRANT. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying shares of Common
Stock. You should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan. 

14. DATA PRIVACY. 

(a) By signing the Grant Notice or otherwise accepting this RSU Award Agreement in accordance with the Company’s acceptance
procedures, you explicitly and unambiguously acknowledge and consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this document by and among, as applicable, the Service Recipient, the
Company and its Affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plan. You understand that the Company, its Affiliates and the Service Recipient hold certain personal information about you,
including, but not limited to, name, home address and telephone number, date of birth, social security number (or other identification number), salary, nationality, job title, any shares of stock or directorships held in the Company, details of all
options or any other entitlement to shares of stock awarded, 

  
 5 













 
canceled, purchased, exercised, vested, unvested or outstanding in your favor for the purpose of implementing, managing and administering the Plan (“Data”). You understand
that the Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in your country or elsewhere, in particular in the US, and that the recipient
country may have different data privacy laws providing less protections of your personal data than your country. You may request a list with the names and addresses of any potential recipients of the Data by contacting the stock plan administrator
at the Company (the “Stock Plan Administrator”). You acknowledge that the recipients may receive, possess, process, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing,
administering and managing your participation in the Plan, including any requisite transfer of such Data, as may be required, to a broker or other third party with whom you may elect to deposit any shares of Common Stock acquired upon the vesting of
your RSU Award. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You may, at any time, view the Data, request additional information about the storage and
processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting the Stock Plan Administrator in writing. 

(b) For the purposes of operating the Plan in the European Union, Switzerland and the United Kingdom, the Company will collect and
process information relating to you in accordance with the privacy notice from time to time in force. 
 15.
LANGUAGE. You acknowledge that you are sufficiently proficient in the English language, or have consulted with an advisor who is sufficiently proficient in English, so as to allow you to understand the terms and conditions of
this RSU Award Agreement. If you have received this RSU Award Agreement or any other documents related to the Plan translated into a language other than English, and if the meaning of the translated version is different than the English version, the
English version will control. 
 16. GOVERNING LAW/VENUE. This RSU Award
Agreement and any controversy arising out of or relating to this RSU Award Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to conflict of law principles that would result
in any application of any law other than the law of the State of Delaware. For purposes of any action, lawsuit or other proceeding brought to enforce this RSU Award Agreement, relating to it, or arising from it, the parties hereby submit to and
consent to the sole and exclusive jurisdiction of the courts of New York County, New York, or the federal courts for the United States for the Southern District of New York, and no other courts where this grant is made and/or to be performed. 

17. INSIDER TRADING RESTRICTIONS / MARKET ABUSE
LAW. You may be subject to insider trading restrictions and/or market abuse laws based on the exchange on which the shares of Common Stock are listed and in applicable jurisdictions, including the United States, your country
and the designated broker’s country, which may affect your ability to accept, acquire, sell or otherwise dispose of shares of Common Stock, rights to shares of Common Stock (e.g., this RSU Award) or rights linked to the value of the shares of
Common Stock under the Plan during such times as you are considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdiction(s)). Local insider trading laws and regulations may prohibit the
cancellation or amendment of orders you placed before you possessed inside information. Furthermore, you could be prohibited from (i) disclosing the inside information to any third party, which may include fellow employees and (ii)
“tipping” third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Company’s Trading
Policy, or any other applicable insider trading policy then in effect. You acknowledge that you are responsible for complying with any applicable restrictions and are encouraged to speak with your personal legal advisor for further details regarding
any applicable insider-trading and/or market-abuse laws in your country. 

  
 6 













 18. FOREIGN ASSET/ACCOUNT,
EXCHANGE CONTROL AND TAX REPORTING. You may be subject to foreign asset/account, exchange control and/or tax reporting requirements as a result of the acquisition,
holding and/or transfer of shares of Common Stock or cash (including dividends and the proceeds arising from the sale of shares of Common Stock) derived from your participation in the Plan in, to and/or from a brokerage/bank account or legal entity
located outside your country. The Applicable Law in your country may require that you report such accounts, assets and balances therein, the value thereof and/or the transactions related thereto to the applicable authorities in such country. You may
also be required to repatriate sale proceeds or other funds received as a result of your participation in the Plan to your country through a designated bank or broker within a certain time after receipt. You acknowledge that it is your
responsibility to be compliant with such regulations and you are encouraged to consult with your personal legal advisor for any details. 

19. COUNTRY-SPECIFIC PROVISIONS. Notwithstanding any provisions of this RSU
Award Agreement to the contrary, if you reside or are employed outside of the United States, the RSU Award shall be subject to any terms and conditions for your country of residence (and country of employment / engagement, if different) set forth in
the Appendix. Further, if you transfer residence and/or employment/ engagement to another country reflected in the Appendix, the terms and conditions for such country will apply to you to the extent the Company determines, in its sole discretion,
that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of the Agreement. 

20. IMPOSITION OF OTHER REQUIREMENTS. The Company reserves the
right to impose other requirements on your participation in the Plan, on the RSU Award and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons,
and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. 
 21.
OTHER DOCUMENTS. You hereby acknowledge receipt of or the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the
Prospectus. In addition, you acknowledge receipt of the Company’s Trading Policy. 
 22. QUESTIONS.
If you have questions regarding these or any other terms and conditions applicable to your RSU Award, including a summary of certain U.S. and non-U.S. tax consequences, please see the Prospectus. 

*    *    *    * 

  
 7 













 COUNTRY APPENDIX 

TO THE 
 DigitalOcean
Holdings, Inc. 
 2021 Equity Incentive Plan 

Award Agreement (RSU Award) 
 Capitalized
terms used but not defined in this Country Appendix (the “Appendix”) have the meanings set forth in the Plan, the Grant Notice and/or the Award Agreement (RSU Award) (all together, the “Agreement”).

 Terms and Conditions 
 This Appendix includes
additional terms and conditions that govern the RSU Award granted to you under the Plan if you are an employee that works or resides outside the U.S. and/or in one of the countries listed below. If you are a citizen or resident of a country other
than the one in which you are currently working and/or residing, transfer employment and/or residency to another country after the date of grant, are a consultant, change employment status to a consultant position, or are considered a resident of
another country for local law purposes, the Company shall, in its discretion, determine the extent to which the special terms and conditions contained herein shall be applicable to you. References to the Service Recipient shall include any entity
that engages your services. 
 Notifications 

This Appendix also includes information regarding exchange controls and certain other issues of which you should be aware with respect to your participation in
the Plan. The information is provided solely for your convenience and is based on the Company’s understanding of the securities, exchange control and other laws in effect in the respective countries. Such laws are often complex and change
frequently. As a result, the Company strongly recommends that you not rely on the information noted herein as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date by
the time you vest in the RSU Award or sell any shares of Common Stock acquired upon settlement of the vested RSU Award. 
 In addition, the information
contained in this Appendix is general in nature and may not apply to your particular situation, and the Company is not in a position to assure you of any particular result. Accordingly, you should seek appropriate professional advice as to how
Applicable Law in your country may apply to your situation. 
 Finally, if you are a citizen or resident of a country other than the one in which you are
currently residing and/or working, transfer to another country after the date of grant, or are considered a resident of another country for local law purposes, the notifications contained herein may not be applicable to you in the same manner. 

  
 A-1