0001104659-05-036103 Sample Contracts

Tatum CFO Partners, LLP Full-Time Permanent Engagement Resources Agreement
Resources Agreement • August 3rd, 2005 • Mathstar Inc • Georgia
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Agreement and Plan of Merger Merging MathStar, Inc. (a Minnesota Corporation) into MathStar, Inc. (a Delaware Corporation)
Agreement and Plan of Merger • August 3rd, 2005 • Mathstar Inc

THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of the 10th day of June, 2005, by and between MathStar, Inc., a Minnesota corporation (hereinafter referred to as “Parent”), and MathStar, Inc., a Delaware corporation (hereinafter referred to as “Subsidiary”). (Parent and Subsidiary are sometimes hereinafter collectively referred to as “Constituent Corporations”).

STANDARD COMMERCIAL LEASE
Lease Agreement • August 3rd, 2005 • Mathstar Inc • Texas
STRATEGIC PARTNERSHIP AGREEMENT
Strategic Partnership Agreement • August 3rd, 2005 • Mathstar Inc • Minnesota
STATE OF TEXAS
Lease Agreement • August 3rd, 2005 • Mathstar Inc

THIS FIRST AMENDMENT TO LEASE AGREEMENT is made and entered into by and between PARKWAY POINT JOINT VENTURE (“LESSOR”) and MATHSTAR, INC. (“LESSEE”).

LEASE
Lease • August 3rd, 2005 • Mathstar Inc • Minnesota
HONEYWELL/MATHSTAR Strategic Agreement
Honeywell/Mathstar Strategic Agreement • August 3rd, 2005 • Mathstar Inc • New York

This agreement is entered into as of December 13, 2004, is written by and between Honeywell International Inc., acting through its Defense & Space Electronics Systems Space business units, (“Honeywell”) with locations in Cleanwater, FL, Glendale, AZ and Plymouth, MN and MathStar Inc. (“MathStar”) located in Hopkins, MN.

BUSINESS DEVELOPMENT AGREEMENT
Business Development Agreement • August 3rd, 2005 • Mathstar Inc • Delaware

This BUSINESS DEVELOPMENT AGREEMENT (the “Agreement”) is made and entered into as of the 30th day of November, 2003, (the “Effective Date”) by and between MathStar, Inc., a Minnesota corporation, with offices at 5900 Green Oak Drive, Minneapolis, MN 55343 (“MathStar”), and Summit Design, Inc., a Delaware corporation, with offices at 35 Corporate Drive, Burlington, MA 01803 (“Summit”).

EXECUTIVE SUITE RENTAL AGREEMENT JET CENTER PROPERTY SERVICES, LLC 1250 Aviation Avenue San Jose, CA 95110
Executive Suite Rental Agreement • August 3rd, 2005 • Mathstar Inc • California
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