
SOFTWARE DRIVER LICENSE AGREEMENT

CAREFULLY READ THIS SOFTWARE DRIVER LICENSE AGREEMENT ("AGREEMENT").  BY
CLICKING THE "ACCEPT" OR "AGREE" BUTTON, OR OTHERWISE ACCESSING, DOWNLOADING,
INSTALLING OR USING THE LICENSED MATERIALS (DEFINED BELOW), YOU AGREE ON BEHALF
OF LICENSEE TO BE BOUND BY THIS AGREEMENT.  "LICENSEE" MEANS THE CORPORATION OR
OTHER LEGAL ENTITY (IDENTIFIED ABOVE) TO WHICH XILINX, INC., A DELAWARE
CORPORATION WITH AN OFFICE AT 2100 LOGIC DRIVE, SAN JOSE, CA 95124 ("XILINX")
HAS ISSUED THE LICENSE DESCRIBED HEREIN.  IF LICENSEE DOES NOT AGREE TO ALL OF
THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT CLICK THE "ACCEPT" OR "AGREE"
BUTTON, AND DO NOT ACCESS, DOWNLOAD, INSTALL OR USE THE LICENSED MATERIALS, AND
IF LICENSEE HAS ALREADY OBTAINED THE LICENSED MATERIALS FROM AN AUTHORIZED
SOURCE, PROMPTLY RETURN THE LICENSED MATERIALS FOR A REFUND.  AS USED HEREIN,
THE "EFFECTIVE DATE" MEANS THE DATE ON WHICH LICENSEE CLICKS THE "ACCEPT" OR
"AGREE" BUTTON (IDENTIFIED ABOVE) OR OTHERWISE ACCESSES, DOWNLOADS, INSTALLS OR
USES THE LICENSED MATERIALS, WHICHEVER OCCURS FIRST.

The parties agree as follows:

1.  Definitions

"Affiliate" means an entity which controls, is controlled by or is under common
control with a party hereto; where "control" means that the controlling party
directly or indirectly has the beneficial ownership of more than fifty percent
of the controlled entity's shares or ownership interest giving the power to
direct or cause the direction of the general management of the controlled
entity.  An entity shall be an Affiliate only during the time when such control
exists.

"Licensed Materials" means, as applicable, the Xilinx reference designs
application notes, documentation, software, design files, application program
interfaces, and any related characterization, qualification or test data and
information, that are described on Exhibit A attached hereto and that are
provided by Xilinx to Licensee hereunder.

"Target Device" means a Xilinx Network Adapter (e.g. Solarflare-branded 8000 or
x2 series, Xilinx Alveo, or similar) device running exclusively on a Windows
platform.

2.  License Grants.  Subject to the terms and conditions of this Agreement,
Xilinx hereby grants Licensee the following nonexclusive, nontransferable
licenses:

    2.1 Use Rights:  Licensee may internally reproduce and use the Licensed
    Materials for the sole purpose of controlling a Target Device; and

    2.2 Distribution Rights:  Licensee may reproduce and distribute the
    Licensed Materials, solely in binary form for use to control a Target
    Device that operates in Licensee's system-level hardware products.

Licensee may allow any of its Affiliates to exercise the rights granted to
Licensee above; provided however, that Licensee shall be liable for any failure
of Affiliates to the abide by the terms and conditions of this Agreement as if
such failure was the failure of Licensee.

3.	Restrictions.

    3.1 Licensee shall not use the Licensed Materials for any purpose other
    than in compliance with Section 2.1 (Use Rights), or allow use by any
    person other than in compliance with Section 2.2 (Distribution Rights).

    3.2 Licensee shall not reproduce the Licensed Materials other than to the
    extent necessary for its authorized use or distribution of the Licensed
    Materials (per Section 2 above), and for archival and back-up purposes,
    provided always that Licensee will at all times and in each instance,
    reproduce all copyright notices and proprietary legends on each copy in the
    same manner as such notices and legends appeared on the original.

    3.3 Licensee shall not distribute or provide Licensed Materials to a third
    party, other than in compliance with Section 2.2 (Distribution Rights).

    3.4 Licensee shall not publish or disclose the results of any benchmarking
    of the Licensed Materials, or use such results for its own competing
    development activities.

    3.5 Licensee shall not decrypt, decompile, reverse-engineer, disassemble,
    or otherwise reduce to a human-perceivable form, or modify or alter, any
    portion of the Licensed Materials that are provided by Xilinx in object
    code, encrypted or other obfuscated form.

    3.6 Licensee shall not modify or alter the Licensed Materials.

    3.7 Licensee shall not hypothecate, rent, lease, loan, lend, time-share,
    sublicense or otherwise transfer the Licensed Materials.

4.  Ownership.  Licensee acknowledges and agrees that all intellectual property
and industrial rights in and to the Licensed Materials and all copies thereof
are and will remain the sole property of Xilinx, or its licensors (if any).
Nothing contained in this Agreement will be construed as conferring by
implication, estoppel or otherwise upon Licensee any license or other right
except the licenses and rights expressly granted to Licensee in Section 2
(License Grants).  Licensee understands that portions of the Licensed Materials
and related documentation may have been licensed to Xilinx from third parties
and that such third parties are intended third-party beneficiaries of the
provisions of this Agreement.  The Licensed Materials are protected by laws and
international treaty provisions covering intellectual property and industrial
rights.  All modifications, changes, improvements and enhancements to the
Licensed Materials made in violation of this Agreement (collectively
"Modifications") shall be the sole property of Xilinx.  Licensee hereby assigns
and agrees to assign to Xilinx Licensee's entire right, title and interest in
and to the Modifications and all associated intellectual property rights, and
Licensee shall acquire no greater rights therein than specifically provided for
in this Agreement; provided however that Licensee shall have no obligation to
disclose or provide such Modifications to Xilinx and "Modifications" do not
include technology independently developed by Licensee that is added to or
incorporated in the Licensed Materials.  Licensee agrees that any Modifications
made in violation of this Agreement are made solely at its own risk and that
Xilinx accepts no liability whatsoever for any such Modifications.

4.1 Open Source.  If the Licensed Materials are delivered to Licensee in the
form of source code, Licensee shall not modify or distribute the source code of
the Licensed Materials so that any part of it becomes subject to Excluded
License. An Excluded License is one that requires, as a condition of use,
modification or distribution, that (a) the code be disclosed or distributed in
source code form; or (b) others have the right to modify it.  If Licensee
breaches this Section 4.1, Licensee shall indemnify and hold Xilinx harmless
from all costs, claims, settlements and judgments incurred by Xilinx, including
attorneys fees, in the process of defending, challenging and/or settling any
demand, claim or order that the Licensed Materials are subject to an Excluded
License.

5.  Confidentiality.

    5.1 Duties.  Except as otherwise expressly permitted in Section 2 (License
    Grants), Licensee shall (a) maintain the confidentiality of the Licensed
    Materials; and (b) not make the Licensed Materials available in any form to
    any person other than to its employees and contractors who have a genuine
    "need to know" on behalf of Licensee for purposes authorized by this
    Agreement, and who are bound by obligations of confidentiality no less
    protective of Xilinx (and its licensors, if any) than those contained
    herein.  Licensee represents to Xilinx that it maintains a system of
    confidentiality consistent with commonly accepted practices to protect its
    own confidential business information, including written agreements with
    employees and contractors, and that the Licensed Materials will be
    protected by such a system to the same extent, but in no event with less
    than reasonable care.  Licensee shall be liable to Xilinx for any failure
    of its contractors to comply with the terms and conditions of the Agreement
    as if such failure was a failure of the Licensee. Licensee agrees that a
    breach of this Agreement may result in irreparable and continuing damage to
    Xilinx for which there may be no adequate remedy at law, and Xilinx shall
    be entitled to seek injunctive relief and/or a decree for specific
    performance, and such other relief (including monetary damages) as may be
    proper.

    5.2 Exceptions. The obligations of confidentiality under this Agreement
    shall not apply to information that: (a) is already known to Licensee at
    the time of disclosure without obligation of confidentiality; (b) is or
    becomes publicly known through no wrongful act or omission of Licensee; (c)
    is rightfully received by Licensee from a third party without obligation of
    confidentiality; (d) is approved for release by written authorization of
    Xilinx; or (e) was developed by Licensee independently and without the use
    or benefit of the Licensed Materials.

6.  Disclaimers.

    6.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED
    MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR REPRESENTATION OF ANY
    KIND, AND XILINX DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER
    EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED
    WARRANTY OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY OR
    FITNESS FOR A PARTICULAR PURPOSE.  XILINX DOES NOT WARRANT THAT THE
    FUNCTIONS CONTAINED IN THE LICENSED MATERIALS WILL MEET LICENSEE'S
    REQUIREMENTS, THAT THE LICENSED MATERIALS WILL OPERATE PROPERLY, WHETHER
    ALONE OR IN COMBINATION WITH OTHER FUNCTIONALITY, CORES, SOFTWARE OR
    PROTOCOLS, OR THAT THE OPERATION OF THE LICENSED MATERIALS WILL BE
    UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS OR DEFECTS IN THE LICENSED
    MATERIALS ARE CAPABLE OF BEING CORRECTED.  XILINX MAKES NO WARRANTY OR
    REPRESENTATION THAT THE LICENSED MATERIALS ARE COMPLETED, TESTED, VERIFIED,
    OR WILL WORK ON THEIR OWN WITHOUT REVISIONS.  LICENSEE IS SOLELY
    RESPONSIBLE FOR VERIFICATION OF ITS DESIGN.  XILINX SPECIFICALLY DISCLAIMS
    ANY OBLIGATIONS FOR TECHNICAL SUPPORT AND BUG FIXES, AS WELL AS ANY
    LIABILITY ARISING FROM LICENSEE'S USE OF THE LICENSED MATERIALS.

    6.2 LICENSEE ACKNOWLEDGES THAT USE OF THE LICENSED MATERIALS IN COMBINATION
    WITH OTHER FUNCTIONALITY, CORES, SOFTWARE OR PROTOCOLS MAY REQUIRE LICENSES
    FROM THIRD PARTIES AND LICENSEE ACCEPTS SOLE RESPONSIBILITY FOR OBTAINING
    SUCH LICENSES.

    6.3 THE LICENSED MATERIALS ARE NOT DESIGNED OR INTENDED TO BE FAIL-SAFE, OR
    FOR USE IN ANY APPLICATION REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS
    APPLICATIONS RELATED TO LIFE-SUPPORT OR SAFETY DEVICES OR SYSTEMS, CLASS
    III MEDICAL DEVICES, NUCLEAR FACILITIES, DEPLOYMENT OF AIRBAGS, CONTROL OF
    VEHICLE OR AIRCRAFT (UNLESS THERE IS A FAIL-SAFE OR REDUNDANCY FEATURE
    WHICH DOES NOT INCLUDE USE OF SOFTWARE IN ANY XILINX DEVICE TO IMPLEMENT
    THE REDUNDANCY AND A WARNING SIGNAL UPON FAILURE TO THE OPERATOR), OR ANY
    OTHER APPLICATIONS THAT COULD LEAD TO DEATH, PERSONAL INJURY OR SEVERE
    PROPERTY OR ENVIRONMENTAL DAMAGE (INDIVIDUALLY AND COLLECTIVELY, "CRITICAL
    APPLICATIONS").  LICENSEE AGREES, PRIOR TO USING OR DISTRIBUTING ANY
    SYSTEMS THAT INCORPORATE THE LICENSED MATERIALS, TO THOROUGHLY TEST THE
    SAME FOR SAFETY PURPOSES.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
    LAW, LICENSEE ASSUMES THE SOLE RISK AND LIABILITY OF ANY USE OF THE
    LICENSED MATERIALS IN CRITICAL APPLICATIONS.

7.  Limitation of Liability.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW:  (1) IN NO EVENT SHALL XILINX OR ITS LICENSORS BE LIABLE FOR ANY LOSS OF
DATA, LOST PROFITS, GOODWILL, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES, OR FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES
ARISING UNDER, RELATED TO, OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR
OPERATION OF THE LICENSED MATERIALS, IN WHOLE OR IN PART, HOWEVER CAUSED AND
UNDER ANY THEORY OF LIABILITY; (2) IN NO EVENT SHALL THE ENTIRE LIABILITY OF
XILINX OR ITS LICENSORS ARISING UNDER, RELATED TO, OR IN CONNECTION WITH THIS
AGREEMENT, EXCEED THE AMOUNT OF LICENSE FEES RECEIVED BY XILINX FROM LICENSEE
FOR THE LICENSED MATERIALS; (3) THESE LIMITATIONS AND EXCLUSIONS SHALL APPLY
REGARDLESS OF WHETHER SUCH LOSS WAS REASONABLY FORESEEABLE OR IF XILINX HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (4) THESE LIMITATIONS
SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED
REMEDIES HEREIN.  NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT,
NEITHER PARTY EXCLUDES OR LIMITS ITS LIABILITY IN ANY WAY FOR ANY MATTER THAT
CANNOT, AS A MATTER OF APPLICABLE LAW, BE LIMITED OR EXCLUDED.  THE PARTIES
AGREE THAT THIS SECTION 7 (LIMITATION OF LIABILITY) REPRESENTS AN ALLOCATION OF
RISK WHICH THE PARTIES CONSIDER REASONABLE.

8.  Term and Termination.

    8.1 Term.  This Agreement will commence upon the Effective Date, and will
    remain effective until terminated in accordance with this Section 8.

    8.2 Termination by Licensee.  Licensee may terminate this Agreement at any
    time for any or no reason by destroying the Licensed Materials and all
    copies and derivative works, and providing notice to Xilinx of same.

    8.3 Termination by Xilinx.  Xilinx may terminate this Agreement for
    material breach by Licensee, provided that Xilinx has given written notice
    to Licensee of such breach and Licensee fails to cure such breach within
    thirty (30) days thereof; provided, however, in the event of a breach of
    confidentiality under Section 5 whereby unauthorized disclosure and/or
    dissemination by electronic or other means is likely to cause undue harm to
    Xilinx, then Xilinx may, at its discretion, immediately terminate this
    Agreement and seek other appropriate equitable and legal remedies as deemed
    necessary to protect its interests hereunder.

    8.4 Effects of Termination.  Upon termination of this Agreement the
    licenses and rights granted by Xilinx hereunder will cease, and Licensee
    shall destroy the Licensed Materials, including all copies and derivative
    works, and all related documentation and certify such destruction in
    writing to Xilinx.  Each party's rights and obligations under the following
    provisions of this Agreement shall indefinitely survive the termination of
    this Agreement:  Sections 4 (Ownership); 5 (Confidentiality); 6
    (Disclaimers); 7 (Limitation of Liability), 8.4 (Effects of Termination);
    and 9 (General).

9.  General.

    9.1 Governmental Use. The Licensed Materials are comprised of commercial
    computer software developed exclusively at the expense of Xilinx.
    Accordingly, pursuant to the U.S. government's Federal Acquisition
    Regulations (FAR) Section 12.212 and Defense FAR Supplement (DFARS) Section
    227.7202, use, duplication and disclosure of the Licensed Materials by or
    for the U.S. government is subject to the restrictions set forth in this
    Agreement.  Manufacturer is Xilinx, Inc., 2100 Logic Drive, San Jose, CA
    95124.

    9.2 Export Compliance.  Licensee shall adhere to all applicable import and
    export laws and regulations of Licensee's country and of the United States,
    without limitation.  This Agreement may involve items and information that
    are subject to the U.S. government's International Traffic in Arms
    Regulations (ITAR) or Export Administration Regulations (EAR).  The
    importer/exporter of record shall not export, reexport, resell, transfer,
    or disclose, directly or indirectly, any products or technical data, to any
    proscribed person, entity, or country, or foreign persons thereof, unless
    properly authorized by the U.S. government and/or any other applicable or
    relevant government or regulatory body.

    9.3 Governing Law. This Agreement and its performance will be governed by,
    subject to, and construed in accordance with the laws of the State of
    California, excluding conflict of law rules.  The parties specifically
    exclude from application to this Agreement the United Nations Convention on
    contracts for the International Sale of Goods.

    9.4 Assignment.  Licensee shall not assign this Agreement or transfer any
    of the rights or obligations under this Agreement, in whole or in part, by
    operation of law or otherwise, without the prior written consent of Xilinx.
    Any merger, acquisition, reorganization, change of control, or the like,
    involving Licensee shall be deemed an assignment in violation of the
    foregoing.  Subject to the foregoing, this Agreement will be for the
    benefit of Xilinx and its successors and assigns, and will be binding on
    Licensee's permitted assignees.

    9.5 Waiver; Amendment.  No waiver, express or implied, by either party of
    any right or remedy for any breach by the other party of any provision of
    this Agreement will be deemed or construed to be a waiver of any succeeding
    breach of such provision or as a waiver of the provision itself or of any
    other breach or provision.  No waiver of or modification or amendment to
    this Agreement will be effective unless reduced to writing and executed by
    authorized representatives of the parties.

    9.6 Severability.  If any provision of this Agreement is found
    unenforceable, illegal, void or invalid in whole or in part, then it shall
    to that extent be deemed not to form part of this Agreement and the
    remainder of the Agreement will remain in full force and effect.

    9.7 Notices.  Any notices required or permitted by this Agreement shall be
    in writing and shall be delivered as follows, with notice deemed given as
    indicated:  (i) by personal delivery, when delivered personally; (ii) by
    overnight courier, upon written verification of receipt; (iii) by facsimile
    transmission, upon acknowledgment of receipt of electronic transmission,
    provided that notice is also provided by one of the other methods herein
    within five (5) days thereafter; or (iv) by certified or registered mail,
    return receipt requested, upon verification of receipt.  Notice shall be
    sent to the addresses set forth above or to such other address as either
    party may specify in writing.  Notices to Xilinx shall be addressed to the
    attention of: Xilinx, Inc., Attn: General Counsel, Legal Department, 2100
    Logic Drive, San Jose, CA 95124.

    9.8 Entire Agreement.  This Agreement represents and constitutes the entire
    agreement between the parties with respect to the Licensed Materials, and
    supersedes all prior or contemporaneous discussions, representations,
    arrangements, understandings or agreements, written or oral, regarding the
    subject matter hereof.  No additional terms or modifications proposed by
    Licensee shall be binding on Xilinx unless expressly agreed to in writing
    and signed by Xilinx.

    9.9 Interpretation.  By clicking to "accept" or "agree" to this Agreement,
    Licensee acknowledges and agrees that it has read and understood this
    Agreement, has had an opportunity to discuss this Agreement with its legal
    and other advisors, and agrees to be bound by the terms and conditions of
    this Agreement.  This Agreement shall be interpreted fairly in accordance
    with its terms and without any strict construction in favor of or against
    either party.

XILINX CONFIDENTIAL
2020.01

EXHIBIT A - LICENSED MATERIALS

Licensed Materials:

Product Name/Description: Microsoft Windows network driver
