Peter Levine - 25 May 2022 Form 4 Insider Report for DigitalOcean Holdings, Inc. (DOCN)

Footnote F1

On 5/25/22, Andreessen Horowitz Fund III, L.P., for itself and as nominee for Andreessen Horowitz Fund III-A, L.P., Andreessen Horowitz Fund III-B, L.P., and Andreessen Horowitz Fund III-Q, L.P. (collectively, the "AH Fund III Entities") distributed, for no consideration, an aggregate of 2,689,496 shares of the Issuer's Common Stock (the "AH Fund III Shares") to their respective L.P.'s and to AH Equity Partners III, L.L.C. ("AH EP III"), the general partner of the AH Fund III Entities, representing each such partner's pro rata interest in such AH Fund III Shares. On the same date, AH EP III distributed, for no consideration, the AH Fund III Shares it received in the distribution by the AH Fund III Entities to its members, representing each such member's pro rata interest in such AH Fund III Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended (the "Act")

Footnote F2

These securities are held by Andreessen Horowitz Fund III, L.P., for itself and as nominee for the other AH Fund III Entities. AH EP III, the general partner of the AH Fund III Entities, has sole voting and dispositive power with regard to the securities held by the AH Fund III Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP III and share voting and dispositive power with respect to the shares held by the AH Fund III Entities.

Footnote F3

Mr. Levine is a member of the general partners of the AH Fund III Entities and the AH Parallel Fund III Entities (together, the "Andreessen Horowitz Entities"), but he disclaims the existence of a "group" and disclaims beneficial ownership of the shares held by the Andreessen Horowitz Entities and this report shall not be deemed an admission that he is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in such shares by virtue of his interest in the Andreessen Horowitz Entities, and/or the general partner entities thereof, as applicable.

Footnote F4

On 5/25/22, AH Parallel Fund III, L.P., for itself and as nominee for AH Parallel Fund III-A, L.P., AH Parallel Fund III-B, L.P., and AH Parallel Fund III-Q, L.P. (collectively, the "AH Parallel Fund III Entities") distributed, for no consideration, an aggregate of 1,226,087 shares of the Issuer's Common Stock (the "AH Parallel Fund III Shares") to their respective L.P.'s and to AH Equity Partners III (Parallel), L.L.C. ("AH EP III Parallel"), the general partner of the AH Parallel Fund III Entities, representing each such partner's pro rata interest in such AH Parallel Fund III Shares. On 5/25/22, AH EP III Parallel distributed, for no consideration, the AH Parallel Fund III Shares it received in the distribution by the AH Parallel Fund III Entities to its members, representing each such member's pro rata interest in such AH Parallel Fund III Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Act

Footnote F5

These securities are held by AH Parallel Fund III, L.P., for itself and as nominee for the other AH Parallel Fund III Entities. AH EP III Parallel is the general partner of the AH Parallel Fund III Entities and has sole voting and dispositive power with regard to the securities held by the AH Parallel Fund III Entities. The managing members of AH EP III Parallel are Marc Andreessen and Benjamin Horowitz. Marc Andreessen and Benjamin Horowitz share voting and dispositive power with respect to the shares held by the AH Parallel Fund III Entities.

Footnote F6

Represents shares received by Red Brick Special Investments SPV, LLC pursuant to pro rata distributions by the AH Fund III Entities and the AH Parallel Fund III Entities, AH EP III and AH EP III Parallel, for no consideration, of shares of the Issuer's Common Stock to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.

Footnote F7

These securities are held of record by Red Brick Special Investments SPV, LLC of which the Reporting Person is the manager. As manager, the Reporting Person has the sole voting and investment power over the shares held by Red Brick Special Investments SPV, LLC.

Footnote F8

Represents shares received by Red Brick Investment Company, LLC pursuant to pro rata distributions by the AH Fund III Entities and the AH Parallel Fund III Entities, AH EP III and AH EP III Parallel, for no consideration, of shares of the Issuer's Common Stock to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.

Footnote F9

These securities are held of record by Red Brick Investment Company, LLC of which the Reporting Person is the manager. As manager, the Reporting Person has the sole voting and investment power over the shares held by Red Brick Investment Company, LLC.

Footnote F10

Represents shares received by The Summit Peak Trust pursuant to pro rata distributions by the AH Fund III Entities and the AH Parallel Fund III Entities, AH EP III and AH EP III Parallel, for no consideration, of shares of the Issuer's Common Stock to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.

Footnote F11

These securities are held by The Summit Peak Trust, a trust of which the Reporting Person is the trustee and a beneficiary. As trustee, the Reporting Person has the sole voting and investment power over the shares held by the Summit Peak Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

Footnote F12

Represents shares received by the TO Gift Trust uta dtd 12-14-2012 pursuant to pro rata distributions by the AH Fund III Entities and the AH Parallel Fund III Entities, AH EP III and AH EP III Parallel, for no consideration, of shares of the Issuer's Common Stock to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended.

Footnote F13

These securities are held by the TO Gift Trust uta dtd 12-14-2012, a trust for the benefit of the Reporting Person's children and of which the Reporting Person serves as investment manager. As investment manager, the Reporting Person has the sole voting and investment power over the shares held by Red Brick Special Investments SPV, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.