Edge Computing Network Service and License Agreement

Limelight Networks, Inc.						Microsoft Corporation
2220 West 14 th Street						One Microsoft Way
Tempe, AZ 85281						Redmond, WA 98052
Signature:		/s/ Jeffrey W. Lunsford				Signature:		/s/ Kevin Johnson
Printed Name: Jeffrey W. Lunsford						Printed Name: Kevin Johnson
Title: CEO						Title: President, Platforms and Services Division
Date: 3/20/07						Date: 3/9/07

Confidential

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Contents of this Document

Edge Computing Network Service and License Agreement

Exhibit A-1		Microsoft Edge Computing Network Specifications		2(a), 2(b)3
Exhibit A-2		Microsoft Responsibility in ECN Node Readiness		2(b)4
Exhibit B-1		Microsoft Edge Computing Network Support Services		2(c), 2(f)
Exhibit B-2		Microsoft Edge Computing Professional Services		2(e),2(j)
Exhibit C-1		Limelight Software Inventory		3(a)
Exhibit C-2		Limelight Know-How and Trade Secrets		3(a),11(b)
Exhibit C-3		Limelight Software Specification Definition		3(a)
Exhibit D		Form Co-Location Agreement		2(a)2
Exhibit E		Form Of [*] ECN Node Readiness Certificate		2(b)2
Exhibit F		Criteria For Determining ECN Node Readiness		2(b)2
Exhibit G		Press Release		21(i)

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EXHIBIT A-1

[*] EDGE COMPUTING NETWORK SPECIFICATIONS

The edge computing network is an [*] consisting of individual [*] ECN Nodes connected to each other, and the Internet, which provides an [*] of services, capacity, and connectivity. Each [*] ECN Node will deliver the following services: large file download, small object/file caching, large object/file caching, network storage, live and on-demand streaming, path /hostname resolution, secure content delivery (SSL/HTTPS), infrastructure management (logging, billing, monitoring, alerting, ticketing, replication, [*]), and dynamic computational services. Each [*] ECN Node will be constructed and operated based on Limelight’s content delivery network architecture and the Limelight Software, with additional functionality as provided by Microsoft.

Each [*] ECN Node will comprise the following major components which provide the ECN functionality:

	i)		[*] ECN Node equipment infrastructure (servers, switches, routers, and miscellaneous) will be procured and owned by Microsoft and based on specifications recommended by Limelight
	ii)		[*] ECN Node space and power procured by Microsoft
	iii)		Network facilities [*] and [*] (including [*], if applicable) providing [*] on specifications recommended by Limelight and jointly agreed between Limelight and Microsoft;
	iv)		The Limelight Software hosted within the equipment infrastructure as per (i) above
	v)		Microsoft Edge Computing Services running on Microsoft owned hardware, using Microsoft public and proprietary software;

which, taken together will yield an operational, Microsoft Edge Computing Network which will operate in compliance with the specifications in this exhibit.

Microsoft and Limelight will mutually agree on the scale (traffic, storage, streams, etc) of each service (small object/file caching, streaming, etc) within each [*] ECN Node, and use agreed upon [*] ECN Node Acceptance Criteria (set forth in Exhibit F) to assure the [*] ECN Node is operating at required levels.

Limelight shall (i) monitor each [*] ECN Node for all parameters that Limelight uses to monitor the existing Limelight content delivery network and hosted servers within their nodes, and (ii) provide Microsoft with (A) monitoring test results, (B) ongoing monitoring operational results and (C) recommended actions based on those test results.

Microsoft has selected the first Edge Node site to be [*] an existing Microsoft Data Center or co-location nearby on the metro ring. Within four weeks of the Effective Date, Microsoft and Limelight will collaborate to develop an appropriate list of cities with deployment dates noting Microsoft’s prioritization and appropriate site selection criteria based on Limelight’s experience.

Timeline : [*].

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EXHIBIT A-2

MICROSOFT RESPONSIBILITY IN ECN NODE READINESS

Both parties agree that this list of responsibilities will evolve in accordance with Section 2(b)(4) of the Agreement.

Microsoft has [*] prior to [*] ECN Node activation to provide the responsibilities listed below.

[*] ECN Node Location

	•		Microsoft/Limelight to cooperate in identifying the [*] ECN Node locations
	•		Microsoft will provide required access to ECN network hardware and devices so Limelight can effectively install and manage the [*] ECN Node until [*] ECN Node acceptance
	•		Microsoft will provide Limelight 24/7/365 contact information for all support and service issues and escalation path/contact and contact process
	•		DC Power Systems

	•		N+1 redundancy in all power systems
	•		48 volt DC power with 1500 — 3000 amps of available power
	•		Redundant “A” and “B” circuits
	•		Two hours battery backup at full load

•

AC Power Systems

	•		N+1 redundancy in all power systems
	•		Parallel redundant Uninterruptible Power Sources (UPS)
	•		48-hour backup at full load with power generator

•

Environmental Control

	•		Equipped with High Capacity HVAC systems
	•		Co-location environment maintained at optimal temperature and humidity levels for equipment
	•		24/7/365 HVAC emergency service by certified contactors

	•		Contracted scheduled and preventative maintenance with certified HVAC contractors
	•		Fire Protection

	•		Smoke and high temperature detection and alarm system
	•		24/7/365 NOC alerted before temperatures get to danger levels
	•		Concrete floors and fireproof walls protect datacenter in case of fire in surrounding
	•		Zone alerts fire extinguishing mechanism.

[*] ECN Node Networking

	•		Nodes should be located in a Microsoft facility or carrier-neutral co-locations in major metropolitan areas around the world.
	•		Each metro area contains a single logical routing core comprised of redundant routers
	•		At minimum there should be redundant connections to the Internet and at least one connection into a Limelight facility (where applicable) and a backbone connection into another city [*] ECN Node location
	•		Co-locations within each metro area should be connected together via local fiber rings.
	•		Microsoft/Limelight to identify the desired capacity requirements on a per node basis for each [*] ECN Node
	•		Microsoft will assure the appropriate level of egress peering and transit capacity exists at each [*] ECN Node, and for all cross connections within each [*] ECN Node, through existing Microsoft networks and / or additional peering agreements.
	•		Microsoft should maintain a single ECN ASN on a global basis.
			(A global ASN is necessary to function with the CDN technology from Limelight. For optimized delivery it is best to have consistent routing with our proprietary routing architecture).

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EXHIBIT B-1

MICROSOFT EDGE COMPUTING NETWORK SUPPORT SERVICES

Standard Operating Procedure for Production Support —

	•		Limelight will manage a 24x7x365 Tier 1 operations center for the [*] ECN Node with 24x7x365 Tier 2 and 24x7x365 On-call Tier 3 support.
	•		Tier 1 is defined as customer/property facing support. The agent must have sufficient technical skills to assess the customer problem, triage, and log, escalate and solve to completion [*] of the Tier 1 call volume at first touch. Tier 1 should identify themselves as “[*] ECN”
	•		Tier 2 is defined as Operational Support Services, including but not limited to Network Operation, Application Operations, and Hardware Operations. Tier 2 shall respond to all logs from Tier 1 within the OLAs (Operational Service Levels) defined in documentation that Limelight will provide Microsoft prior to the First [*] ECN Node is operational, and drive [*] closure to all open logs, and escalate to Tier 3 when all support options are exhausted within the time period defined in the operation level agreement (OLA). Tier 2 is responsible for identifying and managing RCA’s (Root Cause Analysis) for all problems escalated to Tier 3, and for similar problems re-occurring more than four times in a [ * ] period.
	•		Tier 3 refers to architectural, engineering and development support necessary to maintain the system. Tier 3 shall operate within the OLA.
	•		Prioritizing alerts and issues — Issues will be classified in 3 priority levels —

	1.		High — e.g. user impact, property outages, significant revenue loss, and property is not rendering, network outage, latency
	2.		Medium — e.g. Server/service outages not directly impacting performance and availability of the live sites
	3.		Low — e.g. Non critical server/service outages

	•		Priority Level: The default priority of an alert/ticket is Medium, but property TSGs or a Tier 1 Lead at his/her discretion can change this priority with documentation of justification for escalation.
	•		Communication Procedures — Any alerts and changes affecting live site operations will be communicated to concerned Microsoft properties and the [*] ECN Node operations staff based on documented procedures
	•		Escalation procedures

	1.		All handoffs between tiers will be documented and confirmed
	2.		All Technical Support Guides (TSG), Handoff procedures, troubleshooting steps will be documented and exchanged with Microsoft.

Limelight to provide the following documentation before operations of any [*] ECN Node is transitioned to Microsoft

•

Operations Guide

	•		Service offerings Definitions
	•		Define roles and responsibilities
	•		Define current customer SLAs and internal OLAs and process/tools to ensure they are met
	•		On-boarding process of customers
	•		Customer communication and escalation procedures
	•		Process engineering flow (flowchart or step-by-step)
	•		Knowledge Base articles and documentation
	•		Security and Systems settings
	•		Procedures for implementing technology with links to TSG’s

The documentation Limelight provides Microsoft shall fully address and answer the following:

•

Definition of day-to-day tasks for each role involved in support of the technology

	•		What is the process to install the technology?
	•		What events should be monitored?
	•		What events would be seen on clients?

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	•		What security issues should the operations team be aware off?
	•		What kind of response time (SLA) is signed for each activity
	•		Who is responsible for troubleshooting the servers?
	•		What are the troubleshooting steps to be taken to manage the servers
	•		Where are the TSGs to manage the servers located?
	•		At what point would a Service Request (SR) be distinguished from a client issue as opposed to server issue?
	•		Who would make that distinction? What are the troubleshooting steps to arrive at that conclusion
	•		When should an issue be escalated from Tier 1 to Tier 2 to Tier 3?
	•		When should an issue be escalated to Security team(s) or Test or Development?
	•		During the escalation process who would be responsible for customer communication

•

Monitoring

	•		What are the different applications and server functions that are monitored?
	•		How are they monitored?
	•		What are the thresholds and watermarks?
	•		How do you know that monitoring is working? (i.e. what systems are in place to monitor the monitoring systems — or is it irrelevant by design?)
	•		How is the availability of the service determined?
	•		What metrics are key to “availability” of this service? & how can they be gathered?
	•		Estimate of how many alarms/events will be seen by the Tier 1 and 2 teams?

•

Logging

	•		What data has been logged?
	•		What tools are used to reduce and analyze logs?
	•		What processes are used to respond to demands from law enforcement and regulatory bodies?

•

Backups and Disaster Recovery

	•		Is Disaster Recovery a concern for this service and how is the risk managed?
	•		What are the recovery points for this service?
	•		What are the recovery thresholds for data, latency, and uptime? (i.e. what is the tolerance?)
	•		What needs to be backed up?
	•		How is a restore and return to normal operations validated?

•

Handoff documentation (to enable operational support to be handed off to Microsoft before the end of [*])

	•		Project Plan
	•		Description of Deliverables / Customer requirements
	•		Engineering Design Documentation Acceptance
	•		Design drawings with formal design review
	•		Test Plan and Final Analysis report
	•		Risks / Impact Analysis
	•		Security Design Documentation and acceptance
	•		Interdependencies among departments and teams
	•		Systems Configurations and ACLs
	•		Definitions/Acronyms
	•		Automated Alarming / Monitoring
	•		List of all hosted Microsoft sites, customers, and contact points
	•		Customer SLAs
	•		Server Names: Location, Quantity, naming convention, function
	•		Domain names, Organizational Units, Accounts
	•		Ownership of the all servers and/or services with customers and SLA details
	•		Maintenance Contract (High level)
	•		Project Deliverables Checklist

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	•		Software Design Documents as specified in Exhibit C-3
	•		List of unresolved defects including reproduction instructions, other analyses, and engineering notes describing possible solutions

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EXHIBIT B-2

MICROSOFT EDGE COMPUTING PROFESSIONAL SERVICES

Limelight Consulting Services: Engagement Management, Project Management, CDN Architecture and Design Consulting, Network and Systems Consulting, and Limelight Executive Management Consulting. Microsoft will provide Limelight’s program management staff onsite and remote access to Microsoft’s operation, platform and networking staff in Redmond.

Limelight Software Development Services: Software Project Management, Software Design, Software Development and Quality Assurance. Software development services means the development of software functionality that was not in Limelight’s original specifications or on a schedule that was not Limelight’s original schedule (i.e., either more/different software function than planned or delivery on a schedule other than planned).

Limelight Deployment Services: [*] ECN Node initial configuration and deployment, CDN server configuration and deployment.

At Microsoft’s election, Limelight will meet and discuss the number of hours of Professional Services used with the objective of helping ensure that all [*] ECN Nodes will be deployed without the need for any Additional Professional Services Payment, and the Parties will use good faith efforts to adjust staffing for Professional Services to meet that goal and the objectives of this Agreement.

						Hourly		Total
Category		Title		Total Hours		Rate		Value/Category
Engagement Management		GPM		[*]		[*]		[*]
Project Management		PM		[*]		[*]		[*]
CDN Architecture		Architect		[*]		[*]		[*]
Network Engineering		NW Eng		[*]		[*]		[*]
Software Program Management		PM		[*]		[*]		[*]
Software Design		Prod Mgr		[*]		[*]		[*]
Software Development		Dev		[*]		[*]		[*]
Quality Assurance		Test		[*]		[*]		[*]
Deployment		PM		[*]		[*]		[*]
Executive Management		Management		[*]		[*]		[*]
TOTAL PROFESSIONAL SERVICES HOURS AND VALUE				[*]				[*]

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EXHIBIT C-1

LIMELIGHT SOFTWARE INVENTORY

Limelight-Proprietary Modules and Programs:

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Modified Versions of Open Source Software Licensed Pursuant to the [*]:

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Modified Versions of Open Source Software Licensed Pursuant to the [*]:

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EXHIBIT C-2

LIMELIGHT KNOW-HOW AND TRADE SECRETS

	•		Methods for adapting a [*]
	•		Techniques for managing the [*]
	•		Methods of exploiting the [*]
	•		Methods and techniques for [*]
	•		Methods and techniques for [*]

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EXHIBIT C-3

LIMELIGHT SOFTWARE SPECIFICATION DEFINITION

Software Specifications include, but are not limited to:

	•		System designs (conceptual, logical, physical)
	•		Functional specifications for systems, subsystems, components, and object
	•		Database schema
	•		File format definitions
	•		Network protocol specifications
	•		API specifications for exposed and/or architected interfaces
	•		Data flow diagrams
	•		Network diagrams
	•		Monitoring procedures and processes
	•		Test definitions (unit, functional, system, performance, stress) and expected outcomes

Software Construction Specifications include, but are not limited to:

	•		Identification of compilers, linkers, source code management tools, etc.
	•		Software specifications for any custom software construction tools (e.g. build automation tools, build verification tools, test automation infrastructure)
	•		Descriptions of software construction workflow and processes
	•		Descriptions of test and validation workflow and processes

Tasks Microsoft will perform in its evaluation of Limelight Software may include (and are not limited to):

	•		Construct Limelight Software in accordance with Software Construction Specifications. Any instance of software which cannot be so constructed shall constitute a Software Error.
	•		Compare constructed binaries to binaries delivered by Limelight. Any discrepancy which cannot be shown to be irrelevant to the operation of the software (such as a time-of-compilation timestamp) shall constitute a Software Error.
	•		Compare test definitions against the test code supplied by Limelight. Any defined test for which no test code or documented test procedure was provided shall constitute a Software Error.
	•		Compare test definitions against Software Specifications. Any requirement or functional specification for which no test definitions were provided shall constitute a Software Error.
	•		Execute/perform all supplied tests in accordance with Software Construction Specifications. Any test for which actual results do not match the defined expected results shall constitute a Software Error.

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EXHIBIT D

FORM CO-LOCATION AGREEMENT

This Co-location Agreement (the “Agreement”) is made between [Microsoft Entity] (“Customer”) and Limelight Networks, Inc., a Delaware corporation (“Limelight”) and consists of (i) these terms and conditions and (ii) Exhibits A, B, C, D, E, F, G, H and I. This Agreement may be executed by facsimile and/or in multiple counterparts. Once executed by both parties, this Agreement is effective as of the Effective Date shown below. In the event of conflict between this Agreement and Exhibit D herein Exhibit D shall take precedent. Limelight and Customer both consent, and agree to accept, the use of electronic signatures as valid under this Agreement. Furthermore, Limelight and Customer agree that an electronic signature will be considered of identical weight to a handwritten signature.

[MICROSOFT ENTITY]				Limelight Networks, Inc.
Authorized Signature				Authorized Signature
(Print name)				(Print name)
Title				Title
Address:				Address:
Telephone:				Telephone:
Facsimile:				Facsimile:

Effective Date:

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1.		Provision of Services							7
		1.1.				Service Charges and Billing			7
		1.2.				Initial Payment			7
		1.3.				Recurring Charges			7
		1.4.				Additional works / Services			7
		1.5.				Payment			7
2.		Co-location							8
		2.1.				Use of Space			8
		2.2.				Hours of Operation			8
		2.3.				Customer Equipment			8
		2.4.				Access and Security			8
		2.5.				Illegal Use			8
8.		Warranty							9
9.		Limitations of Liability							9
		9.1.				Personal Injury			9
		9.2.				Damage to Customer Equipment			9
		9.3.				Damage to Customer Business			9
		9.4.				Maximum Liability			9
		9.5.				Consequential Loss			9
10.		Indemnification							10
		10.1.				By Customer			10
		10.2.				By Limelight			10
		10.3.				Notice Procedure			10
12.		Termination							10
13.		Survival							11
14.		Insurance							11
15.		Miscellaneous Provisions							11
16.		General							12
Exhibit A to Co-Location Agreement, Quote									13
		Term							13
		Service Charges							13
		Power:							13
		Additional Charges:							13
Exhibit B to Co-Location Agreement, Electrical Schema									14
Exhibit C to Co-Location Agreement, [Limelight’s] Co-location Security and Access Procedures									14
[INSERT]									14
Exhibit D to Co-Location Agreement: Facility Systems and Security Requirements									14
		Exhibit H to Co-Location Agreement: Customer Space							14

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Definitions

“Customer’s Equipment” means the computer equipment, software, networking hardware or other materials placed by or for Customer in the Co-location Space.

“Co-location Premises” means Limelight’s facility at [INSERT].

“Co-location Space Fee” means the charge for the space and power in Limelight’s facility as detailed in Exhibit A Quote.

“Co-location Space” means the physical areas within the Co-location Premises as identified on at Exhibit H Customer Space.

“Quote” means the quote as set out in Exhibit A Quote provided by Limelight and accepted and signed by Customer.

“Service(s)” means the provision of the activation services and the making available of Co-location Space, as more specifically detailed in Exhibit D Facility Systems and Security Requirements.

“Critical Power” shall mean power that is supported by a 2N UPS configuration and a N+1 Generator configuration as detailed in Exhibit B Electrical Schema. If 2N is not available, Limelight will disclose.

“CBEMA Curve” means 240V AC line voltage, as measured at the PDU or applicable standard of measurement mutually agreed to, and maintained within the “No Interruption in Function Region” described in the ITI CBEMA Curve in Exhibit D Facility Systems and Security Requirements Appendix 1 attached hereto.

“Computer Room Air Conditioning Unit(s)” or “CRAC(s)” shall mean the individual air conditioning/cooling devices that regulate temperature and humidity within the Premises raised floor space.

“Environmental Conditions” means the temperature and humidity conditions in Customer Space as described in Exhibit D Facility Systems and Security Requirements Section A.(i)(a).

“HVAC” shall mean the heating, ventilation, and air conditioning system used for environmental regulation and air filtering.

“HVAC Deficiency” shall mean failure to meet HVAC Demand or the failure to maintain the Environmental Conditions within the Allowable Range as defined in Exhibit D Facility Systems and Security Requirements Section A(i) a. An interruption of less than one (1) minute resulting from a switch from utility power to back-up or generator power shall not be included as an HVAC Deficiency.

“HVAC Demand” shall mean the quantity of HVAC required to reject the heat generated by the consumption of electricity within a computer suite in order for Customer to sufficiently conduct its business operations in such customer suite.

“Customer Representatives” mean the individuals separately notified in writing by Customer to Limelight (which shall be updated as necessary by Customer from time to time) and authorized by Customer to enter Customer Space.

“Power Sockets” (the “Power socket(s)”) shall refer to approved electrical power commando sockets installed by Limelight that meet power requirements, usually for 240 volt.

“Power Deficiency” is defined in Exhibit D Facility Systems and Security Requirements Section A(ii)(b).

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“Power Distribution Unit” (“PDU”) shall refer to an electrical device that is used to separate power from a larger source, and deliver it among the data center raised floor space via the static transfer switches (STS where the PDU’s are fitted with STS devices).

“Power whips” (the “Whip(s)”) shall refer to standard electrical cables that are placed between the PDU and the rack/cabinet locations. For power delivery to the rack and/or cabinet, the Whip is connected on one end to the PDU, and on the other end allows for Power Sockets to be connected to it.

“Service Deficiency” means a Power Deficiency or an HVAC Deficiency, or a deficiency resulting from security violations as described in Exhibit D Facility Systems and Security Requirements Section A.(v)(a)(i).

“Static Transfer Switch” (“STS”) is defined as an electrical distribution component that accepts multiple input power sources and automatically and instantaneously switches the flow of electricity among those sources to the equipment drawing electricity from the output.

“ Termination Charges ” means the charges payable if Customer exercises the option to cease occupancy of the space as detailed in Exhibit A Quote.

Limelight will begin provision of the Services only after it receives and accepts this Agreement and a Quote (in each case) signed by a Customer authorized representative.

	1.1.		Service Charges and Billing. In consideration of receipt of the Services, Customer agrees to pay the monthly charges for Services, indicated on the Quote (the, “Service Charges”). Billing for monthly Service Charges will begin on the Effective Date set forth above. Limelight will use its reasonable and commercial endeavors to make the Facility available for the installation of equipment by Customer by [INSERT DESIRED DATE].
	1.2.		Initial Payment. Upon Limelight’s acceptance of this Agreement, Customer shall be invoiced for all pre-agreed Service Charges relating to activation at the Co-location Space which will be due [ * ] after the date of completion of the initial installation. Customer shall also be invoiced for each monthly Service Charges and Customer will pay such invoice as set forth below.
	1.3.		Recurring Charges. Limelight will bill Customer monthly in advance for the Co-location Space (“Co-location Space Fees”), and Customer will pay such invoice as set forth below.
	1.4.		Additional works / Services. In the event that Customer requires Limelight to carry out works or services other than the Services set out in Exhibit D Facility Systems and Security Requirements the parties shall agree on the charges payable in respect of these works or services in writing and in advance (the “Additional Charges”). Limelight shall at the end of each month issue an invoice to Customer in respect of the Additional Charges and Customer shall pay Limelight each invoice as set forth below.
	1.5.		Payment. Upon receipt of a correct and undisputed invoice, Customer shall pay the all undisputed portions of the invoice net [ * ] from the date of the invoice. Payments shall be made according to Customer’s then-current payment policies, which include payment via ACH electronic payment to Limelight’s financial institution under instructions supplied by Limelight in Customer’s ACH Electronic Payment form. Limelight shall invoice Customer for all amounts via the Customer Invoice online tool in accordance with the then-current requirements at http://invoice.microsoft.com. All invoices shall be submitted with line-item detail identifying all aspects of the applicable charges provided to Customer. Invoices shall not bear an invoice date earlier than the date on which Limelight shall be entitled to be paid under this Agreement, or if not specified, invoices may be issued monthly in arrears.
	1.6.		Customer may dispute any invoice by providing written notice to Limelight within [ * ] of receiving the invoice (each a “Disputed Amount”). All Disputed Amounts that Customer agrees in writing to pay, or that are required to be paid pursuant to a final court order or arbitration award (along

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with any other amounts legally required, e.g., by statute or under this Agreement), shall be paid on the payment terms set forth in Section 1.5. Payment of an invoice without asserting a dispute is not a waiver of any claim or right. Failure to dispute an invoiced amount within the [*] period shall not be deemed a waiver of any claim unknown to Customer at the time.

	2.1.		Use of Space. Limelight shall provide to Customer the Co-location Space, as specified on the Quote. Customer may use the Co-location Space only for the purposes of maintaining and operating Customer Equipment. Limelight will be solely responsible for all activities relating to the operations and maintenance of the Facility, including, without limitation, all major facilities equipment and infrastructure and systems, shipping and receiving stations, shipping company access (ingress and egress), telecommunications systems (but only the telecommunications systems under the Limelight’s control) and utilities. Limelight will adequately staff the Facility for the provision of all Services in accordance with the terms and conditions of this Agreement. Limelight will supply the Co-Location space to the specifications in Exhibit G.
	2.2.		Hours of Operation. The Facility will have, at a minimum, the following operating hours:

	2.2.1.		All Customer Space will operate 24x7, every day of the year.
	2.2.2.		The Facility loading dock (if available) will operate M-F 8:30 a.m. to 4:30 p.m. local time (“Loading Dock Hours”) and will be available to Customer during those times and upon one (1) hour’s notice by Customer’s authorized personnel for all other times.
	2.2.3.		On-site security will be present 24x7, every day of the year.
	2.2.4.		Limelight’s emergency point of contact will be available 24x7, every day of the year. Availability of Limelight’s electrician during 8:30am to 4:30 pm Monday to Friday and on-call thereafter.

2.3.

Customer Equipment. Customer will install Customer Equipment, including bringing appropriate equipment and tools as is required. Customer will remove all packaging for Customer Equipment promptly after installation. Limelight will not, directly or indirectly:

	2.3.1.		except as ordered by Customer in a Change Order, move, relocate or otherwise remove Customer Equipment from Customer Space, or allow Customer Equipment to come into possession of any other person or entity, without Customers express prior written consent;
	2.3.2.		sell, transfer, dispose, lend, assign, pledge, hypothecate or grant any security interest in any Customer Equipment; or
	2.3.3.		Create or place, or permit or suffer to be created or placed by any third party acting on Limelight’s behalf, any lien, mortgage, pledge, security interest, charge or any other encumbrance of any kind whatsoever on any Customer Equipment.

2.4.

Access and Security. Customer may access the Co-location Space only in accordance with ‘Limelight’s Co-location Security and Access Procedures’ as set out in Exhibit C.

2.4.1.

Limelight will be solely responsible for providing physical and electronic security systems for the Facility perimeter and common areas leading up to and including entry Customer Space. The service level for security and Service Credit for non-compliance are detailed in Exhibit G Service Level Requirements/ Credits, Section A.

2.5.

Illegal Use. Customer will cooperate in any investigation of Customer’s alleged illegal, unauthorized or unlawful use or use contrary to any Limelight policy of Limelight facilities, or equipment of any third party or other networks accessed through the Co-location Premises.

Customer will order, maintain and terminate any data and telecommunications circuits provided to Customer by local and long-distance carriers. Limelight offers the Facility as Carrier Neutral and (1) will allow any data or telecommunications provider to utilize existing duct banks to install copper and fiber cabling and to install equipment to both meet-me rooms and (2) will not discriminate or offer preferential treatment to individual carriers and (3) will not charge onerous fees or fees in excess of market rates for the rental or utilization of building entrances, duct banks or meet-me room space.

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Customer will pay any fees, obtain any required approvals and consents and comply with any laws or usage policies applicable to transmitting data beyond the Network and/or through other public and private networks. Limelight is not responsible or liable for performance or non-performance of such networks or their inter-connection points.

Limelight warrants (for Customer’s benefit) [*] power availability on either A or B supply for Critical Power and an operating temperature [INSERT FOR SPECIFIC FACILITY] for the Co-location Space measured at top rack level. In the event of a power outage or temperature fluctuation outside the range of 15 ° to 32 ° Celsius temperature not caused by Customer, Limelight will credit Customer’s account the pro-rata Co-Location Space Fees (as a “Service Credit”) associated with the power outage or temperature fluctuation, as detailed in Exhibit G Service Level Requirement / Credits Section B.

Limelight will credit Customer for any Service Credits within [*] of the Service Credit falling due.

NO WARRANTY EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN AS-IS BASIS, AND CUSTOMER’S USE OF THE SERVICES AND THE CO-LOCATION SPACE ARE AT CUSTOMER’S OWN RISK. LIMELIGHT DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES OR CONDITIONS, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE, AND ANY WARRANTIES OR CONDITIONS ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE AND DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

	8.1.		Authority to agree. Both Parties hereto warrant to each other that they have obtained and are duly authorized to enter into this Agreement
	8.2.		Resources. Both Parties hereto warrant they shall provide adequate and sufficient resources to undertake and perform their respective obligations under this Agreement, acting at all time with all due skill, professionalism and attention as befits Limelight and Customer.

	9.1.		Personal Injury. Nothing in this Agreement shall operate to limit or exclude the respective liability for death, personal injury or liability for fraud caused by the negligence of Limelight or Customer, or the employees of Limelight or Customer.
	9.2.		Damage to Customer Equipment. Limelight shall not be liable for damage to, or loss of any of Customer’s Equipment or other property resulting from any cause, other than Limelight breach of this Agreement, its negligence and/or willful misconduct.
	9.3.		Damage to Customer Business. Limelight shall not be liable for any indirect or consequential loss or damage related to Customer’s business.
	9.4.		Maximum Liability. Either party’s maximum aggregate liability to the other party related to or in connection with this Agreement whether in contract, tort (including negligence), strict liability or otherwise will be limited to the total amount paid by Customer to Limelight hereunder.
	9.5.		Consequential Loss. Customer shall not be liable for any indirect or consequential loss or damage howsoever caused.

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10.1.

By Customer. Customer will indemnify, defend and hold harmless Limelight, its directors, officers, employees, affiliates and customers (collectively, the ‘Limelight Covered Entities’) from and against any and all claims, actions or demands brought against any of the Limelight Covered Entities in connection with the following

10.1.1.

any loss suffered by, damage to or injury of any third party, Customer employees, agents, sub-contractors and consultants, and any other third party equipment which loss, damage or injury is caused by or otherwise results from acts or omissions by Customer (collectively, the ‘Customer Covered Claims’).

10.2.

By Limelight. Limelight will defend and hold harmless Customer, its directors, officers, employees and affiliates (collectively, the ‘Customer Covered Entities’) from and against any and all claims, actions or demands brought against any of Customer Covered Entities with respect to:

10.2.1.

any loss suffered by, damage to or injury of any third party, Limelight employees, agents, sub-contractors and consultants, and any other third party equipment which loss, damage or injury is caused by or otherwise results from acts or omissions by Limelight (collectively, the ‘Limelight Covered Claims’).

10.3.

Notice Procedure. Limelight will provide Customer with prompt written notice of each Customer Covered Claim of which Limelight becomes aware, and, at Limelight’s sole option, Limelight may elect to participate in the defense and settlement of any Customer Covered Claim, provided that such participation shall not relieve Customer of any of its obligations under this Clause 10 Customer shall have the right to control the defense of any Customer Covered Claim. Customer will provide Limelight with prompt written notice of each Limelight Covered Claim of which Customer becomes aware, and at Customer’s sole option, Customer may elect to participate in the defense and settlement of Limelight Covered Claim, provided that such participation shall not relieve Limelight of any of its obligations under this Clause 10 Limelight shall control the defense of any Limelight Covered Claim.

This Agreement will commence on the Effective Date and shall expire at the end of the contract term specified in the Quote, Exhibit A, unless sooner terminated as provided in Clause 12 below.

	12.1.		Non-payment. Limelight may suspend Services to Customer if any amount due hereunder is not paid in full within [*] after Customer is sent an overdue notice. Limelight may terminate this Agreement (or at its option, only the relevant Quote) if any amount due hereunder is not paid in full within [*] after Customer is sent an overdue notice.
	12.2.		Insolvency/liquidation. Either party may terminate this Agreement upon written notice to the other party if the other party becomes insolvent or goes into liquidation or makes any voluntary arrangement with its creditors or becomes subject to an examination order, or becomes subject to any legal proceedings relating to insolvency, receivership, liquidation or examination or anything analogous to the foregoing in any jurisdiction.
	12.3.		For Other Cause; Convenience. Except as otherwise stated, either party may terminate this Agreement if the other party breaches any material term or condition of this Agreement and fails to cure such breach if capable of remedy within [*] after receipt of written notice of the same. The Customer may, upon 6 months written notice, terminate this Agreement without cause.
	12.4.		Effect of Termination. Upon expiration or termination of this Agreement: Limelight may cease providing the Services,

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	12.4.1.		Customer shall pay all of Customer payment obligations under this Agreement that accrue as of the date of termination; and
	12.4.2.		within [*], Customer will remove all of Customer’s Equipment from the Co-location Premises and any other Limelight premises and return the Co-location Space to Limelight in the same condition as it was prior to Customer installation. If Customer does not remove such property within the [*] period, Limelight at its option and at Customer’s expense may remove and store Customer’s Equipment.

The parties’ respective representations, warranties, and covenants, together with obligations of indemnification, confidentiality and limitations and exclusions of liability will survive the expiration, termination or rescission of this Agreement and continue in full force and effect.

Limelight shall ensure that all liabilities incurred by Limelight during the provision of the service are adequately covered by insurance in particular regarding Employer’s Liability, (including use in connection with the provision of the services) and Public Liability, Professional indemnity insurance.

	15.1.		Force Majeure. Other than with respect to failure to make payments due hereunder, neither party shall be liable under this Agreement for delays, failures to perform, damages, losses or destruction, or malfunction of any equipment, or any consequence thereof, caused or occasioned by, or due to fire, earthquake, flood, water, the elements, labor disputes or shortages, utility curtailments and utility power failures which are not as a result of Limelight’s negligence and/or which have a duration more than 48 hours, explosions, civil disturbances, governmental actions, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties, or any other cause beyond its reasonable control.
	15.2.		Confidentiality. [INCORPORATE BY REFERENCE EXISTING NDA]
	15.3.		No Lease. This Agreement is a services agreement and is not intended to and will not constitute a lease of or tenancy or other interest in the Co-Location Space, Co-location Premises or other Limelight premises, or any other real or personal property, and shall in no way confer or impose upon either party any of the rights or obligations of landlord and tenant.
	15.4.		Government Regulations. Customer and Limelight will each comply with all applicable government regulations.
	15.5.		Assignment. Neither party may assign its rights or delegate its duties under this Agreement either in whole or in part to a third party without the prior written consent of the other which consent will not be unreasonably withheld.
	15.6.		Notices. Any required notice hereunder will be given in writing and deemed to have been duly given if delivered personally by hand or by courier; sent by confirmed facsimile; or posted by registered mail or special delivery, return receipt requested postage prepaid to either party at the name and address on a signature page of this Agreement, or at such other address as a party may provide to the other by written notice. Such notice will be deemed to have been given as of the date it is delivered personally or by courier, or seventy two (72) hours after dispatch if sent by special delivery or air courier, or [*] after it is sent by confirmed facsimile or mailed.
	15.7.		Relationship of Parties. This Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between the parties.

Edge Computing Network Service and License Agreement

	15.8.		Choice of Law. This Agreement shall be construed and controlled by the laws of the State of Washington. The parties waive all defenses of lack of personal jurisdiction and forum non-conveniens. Process may be served on either party in the manner authorized by applicable law or court rule.
	15.9.		Reports. Limelight will provide reports relating to the Services, all in a format and frequency and with content as Customer may reasonably specify to Limelight, as indicated in Exhibit E Reports.

This Agreement, together with the Quote(s) and Exhibits is the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes any other agreement or understanding, written or oral. This Agreement may be modified only through a written instrument signed by both parties. Should any provision of this Agreement be declared void or unenforceable, such provision will be deemed amended to achieve as nearly as possible the same economic effect as the original terms and the remainder of this Agreement will remain in full force and effect. If a conflict arises between a party’s pre-printed business form and this Agreement, this Agreement will take precedence.

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Exhibit A to Co-Location Agreement, Quote

Term

The Term of this Agreement is [INSERT]

Service Charges

Limelight Pricing for Customer

[INSERT]

These charges are based on a total Customer Space of [INSERT] square feet as shown in Exhibit H Customer Space.

Power:

Power / kWh: At cost from [INSERT] + plus [INSERT] per month for humidity and fresh air systems for Computer Suite 1, and an additional [INSERT] for Computer Suite 2 from date of occupancy. An administration charge based on the power consumption table below will be added to the power charges. This system is a shared system which is used for all computer rooms on the first floor of the Facility. Power will be fully metered for all other Customer components and will be re-charged at cost.

Monthly Administration Charges:

Power Usage		Amount
0 to 500,000 Kwatt hours
500,001 to 1,000,000 Kwatt hours
1,000,001 to 1,500,000 Kwatt hours
1,500,001 to 2,000,000 Kwatt hours
Over 2,000,001 Kwatt hours

Additional Charges:

Charges Sheet for change controls request

Task		Amount

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Exhibit B to Co-Location Agreement, Electrical Schema

     [ INSERT ]

Exhibit C to Co-Location Agreement, [Limelight’s] Co-location Security and Access Procedures

      [INSERT]

Exhibit D to Co-Location Agreement: Facility Systems and Security Requirements

     [ INSERT ]

Exhibit E to Co-Location Agreement, Reports

     [ INSERT ]

Exhibit G to Co-Location Agreement, Service Level Requirements / Credits

Limelight will at all times during the term of this Agreement perform in accordance with the service level requirements set forth in this Exhibit G. Limelight and Customer agree that it is extremely difficult and impracticable under the currently known and reasonably foreseeable facts and circumstances to ascertain the actual damages but nonetheless have agreed to a genuine pre-estimate of loss which Customer would incur should Limelight fail to perform its obligations in accordance with the service level requirements set forth in this Exhibit. Accordingly, if Limelight fails to so perform, Customer will be entitled, without limiting any of its other rights or remedies under this Agreement or otherwise, to receive the credits set forth under the heading “Noncompliance” as liquidated damages (and not as a penalty), provided that, nothing in this section shall be interpreted to mean that Customer is entitled to receive credits and/or other damages in excess of the actual damage Customer sustains. Each noncompliance fee identified below is a reasonable, good faith estimate of the damage that Customer would suffer for each failure by Limelight to comply with each corresponding service level requirement, and, subject to any additional remedies referenced in section D of this Exhibit, is Customer’s sole remedy with respect to each such failure.

     [ INSERT ]

Exhibit H to Co-Location Agreement: Customer Space

     [ INSERT ]

Exhibit I to Co-Location Agreement: Operations Procedures

     [ INSERT ]

Exhibit J to Co-Location Agreement: Customer Security Requirements /Definitions

      [INSERT ]

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EXHIBIT E

FORM OF [*] ECN NODE READINESS CERTIFICATE

Date of Acceptance:                     

Node Location:                     

                                                 

                                                

Site Contact if applicable:		e-mail:		phone:

						Accept		Punch List
ECN Node Operational Requirements:
		•		Review custom customer configuration and requirement for facility; validate all the contributing components comply.
		•		All devices are configured in Limelight Standard NMS tools		o		o
		•		Confirm all relevant checklists have been completed for circuits, network hardware, system hardware, and soft configuration.		o		o
		•		Verify all configurations with Limelight Engineering standards		o		o
		•		Verify Operating Systems are in accordance with Vendor recommendations		o		o
		•		Validate that the circuits, backbone and egress capacity is inline with system and network configuration.
		•		Validate all Limelight Engineering security components are in compliance.		o		o
Additional Backbone Circuit/s:						o		o
		•		Validate circuit is up and running to Limelight Engineering standards
		•		All [*] sessions are connected and correct policies are applied
		•		All circuit IDs and directly connected, device details verified and		o		o
				logged in spreadsheet/DB
		•		Interface description is in place and set to Limelight Engineering standards		o		o
		•		[*] is reporting interface and data in graph is valid		o		o
		•		Verify engineering allowed a 24 hour burn in time
		•		All relevant groups and management are advised that circuit/s is operational
Additional Peering/Transit Circuit/s:						o		o
		•		Validate circuit/s is up and running to Limelight Engineering standards		o		o
		•		All [*] sessions are connected and correct policies are applied and any special instance notated		o		o
		•		All circuit IDs, directly connected device, and circuit bandwidth details verified and logged in spreadsheet/DB		o		o
		•		Interface description is in place and set to Limelight Engineering standards
		•		[*] is reporting interface and data in graph is valid
		•		All contact information is logged and distributed amongst relevant groups		o		o
Additional Network Devices:
		•		Verify role of device
		•		Validate hardware specs are up to Limelight Engineering standards		o		o
		•		Validate device works on console server(s)
		•		Log device management IP, all interchangeable hardware, software revision, and attached CSM(s) in spreadsheet/DB		o		o
		•		Set 24 hour grace period for “In Production” status
		•		All relevant groups and management are advised that device is operational				o
Network Device Software/Configuration/Policy Change Management:
		•		Review and verify change reason(s) and back out plan(s)
		•		Determine impact to Network and/or Customer services
		•		Notify all relevant customers and peers of maintenance and time line
		•		Track maintenance progression during possible outage
		•		Validate maintenance was completed to specifications and log all issues
		•		Notify all relevant customers and peers that maintenance was completed
Site/Equipment Deployment:
		•		Review schedule timeline and advise if any discrepancies are found
		•		Review maintenance windows for conflicts, determine Network/Customer impact and notify all relevant customers and peers if one is present
		•		Schedule remote hands with relevant POP and verify 24 hours prior that remote hands ticket is still in place and that a technician has been assigned to it.
Performance Testing:
		•		Keynote – Will be used to test Global Availability, and Load Testing
		•		Lab testing – Use of licensed and custom traffic generation software will be used to test the load of the designed solution

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Terms of Acceptance are set forth in Section 2 of the Agreement.

Punch List Items:

Microsoft Corporation		Limelight Networks, Inc.
Name:		Name:
Title:		Title:
Signature:		Signature
Date:		Date:

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EXHIBIT F

CRITERIA FOR DETERMINING ECN NODE READINESS

Limelight will use the ECN process, test and checklist as outlined in Exhibit E. Limelight and Microsoft will jointly develop the specification for each particular [*] ECN Node. Limelight will test the Microsoft instantiated architecture (combination of Limelight Software and Microsoft Hardware Standards) in the Limelight test harness, with the same process and acceptance criteria that Limelight uses to test and accept their own systems. Upon successful testing, Limelight will use the Microsoft instantiation as the basis for its standard deployments. After deployment, Limelight will use the deployment checklist in Exhibit E and successfully conduct the following series of tests (similar to the Content Delivery Service Agreement — Exhibit 4) to ensure the [*] ECN Node is performing at or above that level of service. Once the Node meets all the service level agreement (SLA) requirements Limelight will turn the [*] ECN Node over to Microsoft for acceptance.

Keynote is referenced below — Microsoft and Limelight agreed to use a 3 ^rd party system such as Keynote or Gomez to perform these tests.

Limelight Networks will generate an artificial load of the lesser of (i) two (2) Gbps and (ii) [*] of ECN capacity for 24 hours and run Keynote or Gomez against the [*] ECN Node to verify performance and availability.

Small Object/File Caching and File [*] Services

Small Object/File Caching Service Levels — Keynote

		North America/Europe				Asia — ROW
Daily Availability (%)			[*]				[*]
Performance Improvement			[*]				[*]
over Origin (%) (when excluding DNS lookup times)

1.

Microsoft will select from Keynote’s list of standard groups of agents that are generally available and that have at least thirty five (35) geographically and network globally diverse locations in major metropolitan areas (excludes China).

2.

All Keynote test data to be made available via Microsoft’s Keynote test account. For purposes of clarification, all Keynote days are calculated as GMT.

3.

Keynote tests (frequency of one test per hour per agent) will be configured to perform two (2) http GET operations each hour according to the model below:

	a.		A test file (defined in Section (5) below) will be placed on the Microsoft origin server (i.e., origin.customer.com).
	b.		One GET operation will be performed to retrieve the file directly from the origin server (i.e. http://origin.customer.com/testobject ).
	c.		The other GET operation will be performed to retrieve the file through the [*] ECN Node, by requesting the object from the appropriate customer hostname CNAMEd to Limelight (i.e., http://www.customer.com/testobject , where www.customer.com is CNAMEd to Limelight and configured to pull content from origin.customer.com)

4.

The Limelight test object will have a TTL of 6 hours or greater.

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5.

The test content will be a file of approximately 10 KB in size or in certain cases; the file may larger if the typical file size of the property using the Limelight service exceeds 10 KB. In the later case, Limelight must approve in advance the file used for testing.

6.

Raw data will be trimmed once per day to eliminate any measurements that came from an agent experiencing technical problems during the measurement period.

7.

The Availability metrics (as set above) will be based on a daily average of the service and Microsoft’s production web server (measured directly), computed from data captured across all regions and hits.

File [*] Service Levels — Performance and Availability Metrics

Keynote Set:		North America/Europe				Asia-ROW
Daily Availability (%)			[*]				[*]
Daily Performance Improvement			[*]				[*]
over Origin (%) (excluding DNS Lookup)

1.

Microsoft will select from Keynote’s list of standard groups of agents that are generally available and that have at least thirty five (35) geographically and global network diverse locations in major metropolitan areas (excludes China).

2.

All keynote test data to be made available via Microsoft’s Keynote test account. For purposes of clarification, all Keynote days are calculated as GMT.

3.

Keynote tests (frequency of one test per hour per agent) will be configured to perform two (2) http GET operations each hour according to the model below:

a.

A test file (as described in Section (5) below) will be placed on the customer’s origin server (i.e., origin.customer.com).

4.

One GET operation will be performed to retrieve the file directly from the origin server (i.e. http://origin.customer.com/testobject).

5.

The other GET operation will be performed to retrieve the file through the [*] ECN Node, by requesting the object from the appropriate customer hostname CNAMEd to [*] ECN Node (i.e., http://www.customer.com/testobject, where www.customer.com is CNAMEd to [*] ECN Node and configured to pull content from origin.customer.com)

6.		The [*] ECN Node test object will have a TTL of 6 hours or greater.
7.		The test content will be a file of approximately 1 MB in size.

8.

Raw data will be trimmed once per day to eliminate any measurements that came from an agent experiencing technical problems during the measurement period.

Service Level Agreements for Streaming, Storage, and DNS Services

Streaming Service Level Agreement — Service Levels

•

[*] Uptime — The [*] ECN Node will serve content [*] of the time. [*] uptime is defined as no outages during a 24 hour period.

Monitoring Methodology

1.

Microsoft will contract with Keynote Systems to perform the monitoring defined herein. Microsoft will be responsible for the cost of this testing and for coordinating execution of the testing with Keynote, but will provide Limelight with access to the relevant testing account to enable Limelight to track the testing hereunder and investigate any potential performance issues.

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2.		The polling mechanism will request the test file from the [*] ECN Node.
3.		Polling will occur at approximately 15 minute intervals.
4.		Each test request will last 60 seconds during which time various measurements are collected to determine performance under the service commitments described above.
5.		Raw data will be verified at least daily to eliminate any measurements that came from an agent experiencing technical problems during the measurement period.
6.		The test file will meet the following criteria:

	a.		The [*] ECN Node test object will have a TTL of 2 hours or greater.
	b.		The file storage location will be mutually agreed to by Microsoft and Limelight, but such approval will not be unreasonably withheld.

	i.		The file will be a Windows Media file.
	ii.		The encoding parameters of the file must be mutually agreed to by Microsoft and Limelight, but such approval will not be unreasonably withheld.

Storage Service Level Agreement — Service Levels

•

[*] Uptime — The [*] ECN Node will serve content [*] of the time. [*] Uptime is defined as no Outages in a 24 hour period.

Monitoring Methodology

	•		From at least six (6) geographically and network diverse locations in major metropolitan areas, Limelight will simultaneously poll a test file residing on the Microsoft’s production servers and on the [*] ECN Node’s network
	•		The polling mechanism will perform a GET operation for a test file stored on [*] ECN Node Storage:

	•		Polling will occur at approximately 15 minute intervals.
	•		Raw data will be trimmed once per day to eliminate any measurements that came from an agent experiencing technical problems during the measurement period.
	•		The test file will meet the following criteria:

	•		The [*] ECN Node test object will have a TTL of 0 to ensure that requests are passed through the [*] ECN Node network to the network Storage
	•		The test content will be a file of approximately 10 KB in size.

DNS Service Level Agreement — Service Levels

•

[*] Uptime — The [*] ECN Node will have no outages in a 24 hour period.

Monitoring Methodology

	•		From at least five (5) geographically and network diverse locations in major metropolitan areas, Limelight will make a request to the hostname CNAME’d to the [*] ECN Node DNS service.
	•		Polling will occur at approximately 3 minute intervals.
	•		Raw data will be trimmed once per day to eliminate any measurements that came from an agent experiencing technical problems during the measurement period.

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EXHIBIT G

PRESS RELEASE
LIMELIGHT NETWORKS TEAMS WITH MICROSOFT
TO DELIVER NEXT GENERATION NETWORK

Technology and Services Agreement Will Improve the Performance, Scalability, and Reliability of
Microsoft’s Online Services for Consumers

March XX, 2007 — Tempe, AZ — Limelight Networks, Inc. today announced that it has entered into a major new technology and services agreement with Microsoft under which Limelight will help improve the performance, scalability, and reliability of Internet delivery of media content and online services, including video, music, games, software, and social media, across Microsoft’s global internet properties. Under the agreement, Microsoft and Limelight will cross-license certain technologies, consider joint development projects in the future, and cooperate on extending and improving their respective technology infrastructures. Microsoft and Limelight have also entered into a multi-year relationship under which Limelight Networks will continue to provide global media streaming and content delivery services to Microsoft.

The new technology and services agreement is aimed at radically improving user experiences across the Internet media properties of Microsoft’s globally scaled internet services, which today serve over 460 million unique users per month worldwide. By working together to solve, over time, the Internet’s challenges of media content performance, scale and reliability, Microsoft and Limelight intend to deliver true globally scaled media-caliber experiences to Internet-connected users, to any device and in any format anywhere in the world.

“Today’s digital media initiatives only hint at the full potential of the Internet as a channel for distribution of traditionally produced content and as a platform for the creation of new forms of media and entertainment content,” said xxx, title of Microsoft. “Our agreement with Limelight Networks anticipates Internet audiences and content offerings that are orders of magnitude larger than today. Limelight’s vision, service and technology leadership in Internet delivery of media is a perfect fit with our own vision and initiatives toward the future.”

“Microsoft is widely recognized as a global leader in digital entertainment,” said Jeff Lunsford, chairman and CEO of Limelight Networks. “We are proud to have been chosen for this strategic initiative based on our network and technology’s performance in delivering video for MSNBC.com and game content and video downloads for Xbox Live. Microsoft’s vision for a connected experience closely aligns with our own, including delivery services for the next generation, high definition Internet.”

About Microsoft

Founded in 1975, Microsoft (Nasdaq: MSFT) is the worldwide leader in software, services and solutions that help people and businesses realize their full potential.

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About Limelight Networks

Limelight Networks is the high performance content delivery network for digital media, providing massively scalable, global delivery solutions for on-demand and live Internet distribution of video, music, games and downloads. Limelight Networks’ infrastructure is optimized for the large object sizes, large content libraries, and large audiences associated with compelling rich media content. Limelight Networks is the content delivery network of choice for more than 700 of the world’s top media companies. For more information, visit: http://www.llnw.com

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Addendum to the

Edge Computing Network Service and License Agreement

     This Addendum to the Edge Computing Network Service and License Agreement (the “ Addendum ”) between Limelight Networks, Inc., a Delaware corporation (“ Limelight ”), and Microsoft Corporation, a Washington corporation (“ Microsoft ”) is effective as of the 19 ^th day of March, 2007 (“ Addendum Effective Date ”). This Addendum amends that certain Edge Computing Network Service and License Agreement between Limelight, and Microsoft dated as of the 1st day of March, 2007 (the “ Original Agreement ”). Capitalized terms used but not defined in this Addendum shall have the meaning ascribed to them in the Original Agreement. Except as expressly set forth in this Addendum, the Original Agreement remains in full force and effect.

Recitals

     WHEREAS, Microsoft and Limelight have executed the Original Agreement and concurrently desire to amend certain terms related to the Limelight Software exception and Traffic Commitment; as set forth in this Addendum;

     NOW, THEREFORE, the Parties hereby agree as follows

Addendum

1. TIME LIMITING LICENSE EXCEPTION. Section 3(c) of the Original Agreement shall be deleted in its entirety and replaced with the following:

      Section 3 (c) Limelight Software License Exception. The license granted by Limelight in Section 3(b) does not include the right to use Limelight Software to [*] during the Exception Period, as defined below. “ Exception Period ” means the time period commencing on [*] and ending on [*]. Limelight acknowledges and agrees that neither of the following is [*] (i) Microsoft services that are [*], including, but not limited to, those offered under [*], and (ii) Microsoft’s services that are [*]. The Limelight Software License is subject to the limitations expressly set forth in Section 5(a)(3) (Payment of Software License Fee) and Section 17 (d) (Termination/Survival of Limelight Software License). ›

      (a) Replacing Updates with Fixes. The last sentence of Section 3(a) of the Original Agreement shall be deleted in its entirety and replaced with the following:

Limelight Software also includes (i) the know-how and trade secrets expressly set forth in Exhibit C-2 (the “ Know-How and Trade Secrets ”) and (ii) Fixes.

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      (b) Removing Limelight Software [*] & Updates. Section 3(e) of the Original Agreement shall be deleted in its entirety and replaced with the following:

      Section 3 (e) Limelight Software, Documentation & Fixes. Limelight has no obligation to provide Microsoft [*](“ Limelight Software [*] ). Limelight shall, through the earlier of [*], and the termination date of this Agreement, provide Microsoft any error corrections intended to mitigate software defects that directly and adversely affect the core service operation, that [*] to the extent that such error corrections are separately identifiable as applicable solely to the Limelight Software, all in [*] and [*] (each a “ Fix ,” and collectively, the “ Fixes ”). In no event shall Limelight be required under this Agreement to develop Limelight Software error correction due to a problem that is not attributable to Limelight. Limelight shall, through the earlier of [*], and the termination date of this Agreement, provide Microsoft with reasonable access to intermediate check-ins, final-form [*], designs, diagrams, specifications, requirements, test plans, prototypes and development history for the Limelight Software for which Limelight has the right to disclose [*], and will identify all other software [*].

      (c) Limelight Software License Fee. The last paragraph of Section 5(a)(3) of the Original Agreement shall be deleted in its entirety and replaced with the following:

     For purposes of clarity, the Limelight Software License Fee is the entire payment Microsoft will owe Limelight for Limelight Software license fees, including, Fixes, if any, regardless of how many Fixes Limelight delivers. For purposes of clarity, in the event this Agreement terminates or expires prior to Microsoft’s issuance of the Limelight Software Acceptance, then Microsoft will have no obligation to pay the Limelight Software License Fee and the Limelight Software License shall expire as of the date of termination or expiration, as applicable, of this Agreement.

      (a) Lengthening Traffic Commitment to [*]. The first paragraph of Section 6(c) of the Original Agreement shall be deleted in its entirety and replaced with the following:

During the time period commencing on [*] and ending [*] from the Effective Date, and subject to terms, conditions and limitations set forth in this Agreement, Microsoft shall meet the Traffic Commitment, defined below.

      (b) Increasing Traffic Commitment by [*]. The first sentence of Section 6(c)(1) of the Original Agreement shall be deleted in its entirety and replaced with the following:

“ Traffic Commitment ” means total usage of CDN Services, where Services are as defined in and used under the Limelight Content Delivery Service Agreement for all Microsoft properties and/or online services in all markets worldwide representing the sum of the billable traffic rate calculated for each month (except for Excluded Service Traffic, defined below) and equal to [*] Mbps-[*] over the

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time period starting [*] (the “ Traffic Commitment Start Date ”), and ending [*] from the Effective Date (the “ Traffic Commitment End Date ”), subject to any adjustments as set forth in this Agreement.

      (c) Modifying Adjustments to Traffic Commitment. The first sentence of Section 6(c)(2)(i) of the Original Agreement shall be deleted in its entirety and replaced with the following:

In the event that this Agreement terminates early such that the Term is less than [*], then the Traffic Commitment shall be reduced pro rata based on the actual time period of the Term of this Agreement as compared to [*] (for example, if the Term is [*], then the Traffic Commitment shall be reduced by [*]).

      (d) Including [*] [*] for Traffic Commitment. Section 6(c)(4) of the Original Agreement shall be deleted in its entirety and replaced with the following:

      Section  6(c)(4) . Failure to [*] Traffic Commitment.

     (i) [*] . If, by [*] (the “ [*] Traffic Commitment End Date ”), Microsoft has not met [*] of the Traffic Commitment (the “ [*] Traffic Commitment Minimum ”), then, subject to all terms, conditions and limitations in this Agreement, Microsoft shall pay Limelight an amount equal to (i) that amount of the [*] Traffic Commitment Minimum not attained as measured in Mbps multiplied by (ii) the weighted average price per Mbps (that is, total invoiced amount in US dollars, or if in another currency, converted into US dollars, divided by the total traffic in Mbps) using the actual traffic volume and invoiced amounts for traffic applicable to the Traffic Commitment over the [*] months prior to the [*] Traffic Commitment End Date (the “ [*] Traffic Commitment Payment ”).

     (ii) [*] . If, by [*] (the “ [*] Traffic Commitment End Date ”), Microsoft has not met [*] of the Traffic Commitment (the “ [*] Traffic Commitment Minimum ”), including any Traffic Commitment satisfied through any prior Traffic Commitment Payments, then, subject to all terms, conditions and limitations in this Agreement, Microsoft shall pay Limelight an amount equal to (i) that amount of the [*] Traffic Commitment Minimum not attained as measured in Mbps multiplied by (ii) the weighted average price per Mbps (that is, total invoiced amount in US dollars, or if in another currency, converted into US dollars, divided by the total traffic in Mbps) using the actual traffic volume and invoiced amounts for traffic applicable to the Traffic Commitment over the [*] months prior to the [*] Traffic Commitment End Date (the “ [*] Traffic Commitment Payment ”).

     (iii) [*] If, by [*] (the “ [*] Traffic Commitment End Date ”), Microsoft has not met [*] of the Traffic Commitment (the “ [*] Traffic Commitment Minimum ”), including any prior Traffic Commitment satisfied through any Traffic Commitment Payments, then, subject to all terms, conditions and limitations in this Agreement, Microsoft shall pay Limelight an amount equal to (i) that amount of the [*] Traffic Commitment Minimum not attained as measured in Mbps multiplied by (ii) the weighted average price per Mbps (that is, total invoiced amount in US dollars, or if in another currency, converted into US

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dollars, divided by the total traffic in Mbps) using the actual traffic volume and invoiced amounts for traffic applicable to the Traffic Commitment over the [*] months prior to the [*] Traffic Commitment End Date (the “ [*] Traffic Commitment Payment ”).

     (iv) [*] . If, by [*] (the “ [*] Traffic Commitment End Date ”), Microsoft has not met [*] of the Traffic Commitment (the “ [*] Traffic Commitment Minimum ”), including any