JAMES R. TODD9623 North 19th Street, Phoenix, Arizona 85020 ● 480.220.4766james.r.todd@gmail.com ● www.linkedin.com/in/jamesrtodd

IN HOUSE CORPORATE COUNSEL

Solution-oriented in-house attorney and business leader with over 10 years of public company experience.

PROFESSIONAL EXPERIENCE

LIMELIGHT NETWORKS, INC. (NASDAQ: LLNW), Tempe, Arizona 5/09 – PresentAssistant General Counsel & Assistant Secretary (3/15 – Present)Corporate Counsel & Assistant Secretary (1/13 – 3/15)Associate Corporate Counsel & Assistant Secretary (5/09 – 1/13)

Innovative Internet technology company that is a global leader in digital content delivery with annual revenues of over $160 million, more than 500 employees, and operations in over 20 countries. Progressively increased responsibilities, including:

Overseeing preparation of 1934 Act reports, including 8-Ks, Section 16 filings, and proxy statements. Legal lead for preparation of 10-Qs and 10-Ks, 1933 Act registration statements, comment letter responses, all other SEC filings, earnings releases and investor call scripts.

Director of approximately thirty international legal entities. Manage cross-functional team of finance, accounting, tax, and outside professionals responsible for compliance with local regulatory requirements, incorporation and dissolution of international entities, and general maintenance and governance of the subsidiaries.

Advising and supporting on all major strategic transactions, including, five acquisitions of complex technology companies (including post-acquisition earn-out and escrow management), two business unit divestitures, a follow-on public offering, a revolving line of credit, various capital investments, and three stock repurchases.

Attending all board and committee meetings and preparing minutes. Counseling executive officers and directors regarding stock trading responsibilities, as well as corporate governance matters (SEC and NASDAQ reporting requirements, Sarbanes-Oxley and Dodd-Frank compliance, and risk factor assessment).

Negotiating and providing practical advice to clients for a broad range of commercial agreements, including multi-year, multi-million dollar service procurement deals necessary for operation of the business.

Advising on matters pertaining to cybersecurity and compliance with data privacy directive and related laws.

Coordinating Rule 144-related shareholder requests, M&A transaction escrow and earn-out releases, and general stock transfer matters and shareholder requests.

Supervising day-to-day operation of the risk management and compliance program including ongoing review of the adequacy of risk mitigation efforts.

Counseling on matters concerning global labor, employment, independent contractor, and compensation arrangements. Drafting employment and award agreements, as well as commission and bonus plans.

Supervising and actively managing employment litigation and disputes to appropriate resolution all over the world, including analyzing risk and developing and directing strategy. Notable accomplishments include managing successful defenses of numerous California and Arizona labor claims and successfully negotiating favorable outcomes in cross boarder labor matters.

o FOUNDERS’ CIRCLE MVP AWARD – recipient, 2013. o Special recognition of efforts in connection with completion of business transactions – 2011 and 2014.

CSK AUTO, INC. (NYSE: CAO), Phoenix, Arizona (acquired by O’Reilly Automotive, July 2008) 08/05 – 10/08 Legal Counsel & Assistant Secretary

Specialty retailer of automotive parts and accessories with annual revenues of $2 billion, approximately 1,350 stores, 14,000 employees and operations in 22 states. Progressively increased responsibilities, including:

Managed 1934 Act reporting obligations, including the proxy statement, periodic, quarterly and annual reports, and Section 16 reports. Reviewed and contributed to press releases and investor conference call/meeting scripts.

Instrumental in assisting the Company with becoming current in its financial reporting obligations following a prolonged multi-year restatement of its financial statements (triggered by accounting-related errors and associated investigations of historical accounting practices).

Led cross-functional team to examine executive compensation program in response to executive compensation rules enacted in 2006 and prepared the resulting executive compensation disclosures for fiscal years 2006 and 2007.

Corporate secretarial responsibilities including assisting with preparation of material for and coordinating particulars of the shareholder meetings, preparing and filing notices with the NYSE, drafting board and committee resolutions, consents, meeting minutes, secretary certificates, responding to board member information requests, supporting the maintenance of the corporate records and providing support for investor relations matters.

Advised senior management and the board of directors regarding changes and trends in the legal and regulatory environment, including understanding ISS / Glass Lewis recommendations.

Reviewed and analyzed historical stock option grant practices in conjunction with independent audit prompted by widely publicized backdating scandals. Administered stock plan, including providing advice regarding option valuation accounting and best practices and I.R.C. 409A.

Helped organize and implement a company-wide ethics and compliance program to create a culture of awareness.

Participated in various aspects of multiple M&A and corporate finance transactions, including due diligence review, support of integration activities, managing Hart-Scott-Rodino antitrust filings, managing due diligence material collection / organization for multiple potential strategic acquirers, assisting with drafting of merger agreement and related documents, providing post-transaction advice to internal clients regarding deal document issues .

Negotiated and drafted full spectrum of commercial agreements for all departments.

Go-to resource for internal and external auditors with information requests, including information relating to Sarbanes-Oxley Act (SOX 404) documentation and testing.

EDUCATION

ARIZONA STATE UNIVERSITY COLLEGE OF LAW, Juris Doctor, Tempe, Arizona (2005) Articles Editor (2004-2005); Staff Writer (2003-2004) – ARIZONA STATE LAW JOURNAL

o Articles Editor of the Year 2004-2005

Berch Moot Court Competition (2003) – Finalist CLLSA Moot Court Competition (2004) – Participant Internships:

o Equal Employment Opportunity Commission, Phoenix, Arizona (2005)

o Arizona Court of Appeals – The Honorable Judge Jon W. Thompson, Phoenix, Arizona (2004)

o Maricopa County Superior Court – The Honorable Judge Anna Baca, Phoenix, Arizona (2003)

NORTHERN ARIZONA UNIVERSITY, Bachelor of Science – Psychology, Cum Laude, Flagstaff, Arizona (2001)

BAR ADMISSIONS, MEMBERSHIPS & PUBLICATIONS

Member, STATE BAR OF ARIZONA, admitted February 2006. Association of Corporate Counsel

Comment, “It’s Not My Problem”: How Workplace Violence and Potential Employer Liability Lead to Employment Discrimination of Ex-Convicts, 36 Ariz. St. L.J. 725 (Summer 2004).

Contributor, The Supreme Court of Arizona: Its 2004-2005 Decisions, 37 Ariz. St. L.J. 157 (Spring 2005).

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