SOFTWARE LICENSE AGREEMENT

CAREFULLY READ THIS SOFTWARE 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 TCPDirect version 8.0.0 and associated
documentation, data and information provided by Xilinx to Licensee pursuant to
this Agreement.

“Target Device” means a Xilinx Network Adapter (e.g. Solarflare-branded 8000 or
x2 series, Xilinx Alveo, or similar) device.

2.	License Grants.  

2.1	Licensed Materials: Subject to the terms and conditions of this Agreement,
and except as expressly set forth otherwise in Section 2.2 below, Xilinx hereby
grants Licensee the following nonexclusive, nontransferable licenses:

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

2.1.2	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.

2.1.3	Affiliate Rights: 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.

2.2.	Third-Party Licenses: Certain files, programs or other materials
distributed in connection with the Licensed Materials originate from
third-party licensors and are licensed to Licensee (not under the terms and
conditions of this Agreement, but rather) pursuant to the terms and conditions
of the applicable licenses that appear in Exhibit A and/or are contained or
described in the corresponding release notes or other documentation or header
or source files.  Such files, programs or other materials may be subject to the
terms of the GNU General Public License or other open source or free software
licenses.  Licensee agrees to carefully review and abide by the terms and
conditions of these licenses to the extent that they govern such files,
programs or other materials.  Notwithstanding the foregoing, as between Xilinx
and Licensee, to the maximum extent permitted by applicable law and if not
prohibited by any such third-party licenses, all such third-party files,
programs or other materials shall be deemed covered under Sections 6
(Disclaimers) and 7 (Limitation of Liability) and 10.3 (Governing Law) of this
Agreement.

3.	Restrictions.

3.1	Licensee shall not use the Licensed Materials for any purpose other than in
compliance with Section 2.1.1 (Use Rights), or allow use by any person other
than in compliance with Section 2.1.2 (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 2.1.2 (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).  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.

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 10 (General).

9.	No Technical Support.  Xilinx will not provide technical support, phone
support, or updates for the Licensed Materials under this Agreement.  Technical
support, if available, may be acquired from Xilinx under a separate agreement.

10.	General.

10.1	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.

10.2	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.

10.3	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.

10.4	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.

10.5	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. 

10.6	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.

10.7	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.

10.8	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.

10.9	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

2022.06

EXHIBIT A

Third-Party Components Distributed in Connection with Licensed Materials
---------------------------------------------------------------------------------------------------------------------------------
Component: lwip 1.4.1 

/*
 * Copyright (c) 2001, 2002 Swedish Institute of Computer Science.
 * All rights reserved. 
 * 
 * Redistribution and use in source and binary forms, with or without modification, 
 * are permitted provided that the following conditions are met:
 *
 * 1. Redistributions of source code must retain the above copyright notice,
 *    this list of conditions and the following disclaimer.
 * 2. Redistributions in binary form must reproduce the above copyright notice,
 *    this list of conditions and the following disclaimer in the documentation
 *    and/or other materials provided with the distribution.
 * 3. The name of the author may not be used to endorse or promote products
 *    derived from this software without specific prior written permission. 
 *
 * THIS SOFTWARE IS PROVIDED BY THE AUTHOR ``AS IS'' AND ANY EXPRESS OR IMPLIED 
 * WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF 
 * MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT 
 * SHALL THE AUTHOR BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, 
 * EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT 
 * OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS 
 * INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN 
 * CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING 
 * IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY 
 * OF SUCH DAMAGE.
 *
 * This file is part of the lwIP TCP/IP stack.
 * 
 * Author: Adam Dunkels <adam@sics.se>
 *
 */

>>>> ppp
* Copyright (c) 2003 by Marc Boucher, Services Informatiques (MBSI) inc.
* portions Copyright (c) 1998 Global Election Systems Inc.
*
* The authors hereby grant permission to use, copy, modify, distribute,
* and license this software and its documentation for any purpose, provided
* that existing copyright notices are retained in all copies and that this
* notice and the following disclaimer are included verbatim in any 
* distributions. No written agreement, license, or royalty fee is required
* for any of the authorized uses.
*
* THIS SOFTWARE IS PROVIDED BY THE CONTRIBUTORS *AS IS* AND ANY EXPRESS OR
* IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES
* OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. 
* IN NO EVENT SHALL THE CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT,
* INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT
* NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE,
* DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY
* THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT
* (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF
* THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.


Copyright 2002 CITEL Technologies Ltd
Copyright 1995 Eric Rosenquist Strata Software Ltd
Copyright 2001-2004 Leon Woestenberg <leon.woestenberg@axon.tv>
Copyright (c) 2001 by Cognizant Pty Ltd. 
Copyright (c) 2001-2004 Leon Woestenberg <leon.woestenberg@gmx.net> 
Copyright 1990 RSA Data Security Inc
Copyright 1997-1998 Global Election Systems Inc
Copyright 1993-1994 The Australian National University
Copyright 1989 Carnegie Mellon University
Copyright 2001-2004, 2006 Axon Digital Design B.V. The Netherlands
Copyright 2002-2003 Adam Dunkels
Copyright 1991 Gregory M. Christy
Copyright 2007 Dominik Spies <kontakt@dspies.de>
Copyright 2001-2004 Swedish Institute of Computer Science
Copyright 1989 Regents of the University of California
Copyright 2002 The NetBSD Foundation Inc
Copyright 2003, 2006 Marc Boucher Services Informatiques

