0001104659-05-043461 Sample Contracts

MATHSTAR, INC. NON-STATUTORY STOCK OPTION AGREEMENT
Non-Statutory Stock Option Agreement • September 9th, 2005 • Mathstar Inc • Semiconductors & related devices

THIS AGREEMENT is made as of the Grant Date set forth above by and between MathStar, Inc., a Minnesota corporation (the “Company”), and the Optionee named above, who provides services to the Company or an Affiliate of the Company as an employee, consultant, independent contractor, or other service provider (the “Optionee”).

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RESTATED BRIDGE LOAN AND SUBSCRIPTION AGREEMENT IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN
Bridge Loan and Subscription Agreement • September 9th, 2005 • Mathstar Inc • Semiconductors & related devices • Minnesota

THIS BRIDGE LOAN AND SUBSCRIPTION AGREEMENT (the “Agreement”) is dated as of , 2005, by and between MathStar, Inc., a Minnesota corporation (the “Company”), and , a resident of the State of (the “Investor”).

AMENDMENT NO. 1 TO STRATEGIC PARTNERSHIP AGREEMENT
Strategic Partnership Agreement • September 9th, 2005 • Mathstar Inc • Semiconductors & related devices

THIS AMENDMENT NO. 1 TO STRATEGIC PARTNERSHIP AGREEMENT is entered into as of the 11th of August, 2005 by and between MathStar, Inc., a Minnesota corporation (“MathStar”), and Valley Technologies, Inc., a Pennsylvania corporation (“VTI”).

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