MathStar (MATH)

Purposes of the Annual Meeting

        The purposes of the Annual Meeting are:

1.

To elect members of the MathStar board of directors to serve for the following year and until their successors are duly elected and qualified;



2.

To ratify the appointment by the Audit Committee of MathStar's board of directors of PricewaterhouseCoopers LLP as MathStar's independent registered public accounting firm for the year ending December 31, 2009;



3.

To vote on a stockholder proposal; and



4.

To transact such other business as may properly come before the Annual Meeting or at any and all postponements or adjournments of the Annual Meeting.

Purposes of the Annual Meeting

        The purposes of the Annual Meeting are:

1.

To elect members of the MathStar board of directors to serve for the following year and until their successors are duly elected and qualified;



2.

To consider and vote on an amendment to the MathStar, Inc. 2004 Amended and Restated Long-Term Incentive Plan;



3.

To consider and vote on an amendment to MathStar's Certificate of Incorporation to accomplish a one-for-five reverse stock split of MathStar's common stock;



4.

To ratify the appointment by the Audit Committee of MathStar's board of directors of PricewaterhouseCoopers LLP as MathStar's independent registered public accounting firm for the year ending December 31, 2008; and



5.

To transact such other business as may properly come before the Annual Meeting or at any and all postponements or adjournments of the Annual Meeting.

Purposes of the Annual Meeting

The purposes of the Annual Meeting are:

1.     To elect members of the MathStar board of directors to serve for the following year and until their successors are duly elected and qualified;

2.     To consider and vote on amendments to the MathStar, Inc. 2004 Amended and Restated Long-Term Incentive Plan;

3.     To ratify the appointment by the Audit Committee of MathStar’s board of directors of PricewaterhouseCoopers LLP as MathStar’s independent registered public accounting firm for the year ending December 31, 2007; and

4.     To transact such other business as may properly come before the Annual Meeting or at any and all postponements or adjournments of the Annual Meeting.

Purposes of the Annual Meeting

The purposes of the Annual Meeting are:

1.                To elect members of the MathStar Board of Directors to serve for the following year and until their successors are duly elected and qualified;

2.                To consider and vote on amendments to the MathStar, Inc. 2004 Amended and Restated Long-Term Incentive Plan;

3.                To ratify the appointment by the Audit Committee of MathStar’s Board of Directors of PricewaterhouseCoopers LLP as MathStar’s independent registered public accounting firm for the year ending December 31, 2006; and

4.                To transact such other business as may properly come before the Annual Meeting or at any and all postponements or adjournments of the Annual Meeting.