0001104659-06-065334 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 6th, 2006 • Mathstar Inc • Semiconductors & related devices • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September 26, 2006, by and among MathStar, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 6th, 2006 • Mathstar Inc • Semiconductors & related devices • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 26, 2006, by and among MathStar, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

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