REGISTRATION RIGHTS AGREEMENT

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).

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof between the Company and each Purchaser (the Purchase Agreement).

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Purchasers agree as follows:

1.             Definitions.  Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement.  As used in this Agreement, the following terms shall have the respective meanings set forth in this Section 1:

Advice shall have the meaning set forth in Section 6(f).

Affiliate means, with respect to any person, any other person which directly or indirectly controls, is controlled by, or is under common control with, such person.

Business Day means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.

Closing has the meaning set forth in the Purchase Agreement.

Closing Date has the meaning set forth in the Purchase Agreement.

Commission means the Securities and Exchange Commission.

Common Stock means the common stock of the Company, $0.01 par value per share, and any securities into which such common stock may hereinafter be reclassified.

Effective Date means the date that the Registration Statement filed pursuant to Section 2(a) is first declared effective by the Commission.

Effectiveness Deadline means, with respect to the Registration Statement required to be filed to cover the resale by the Holders of the Registrable Securities, the earlier of: (i) the 90th calendar day following the Closing Date; provided, that, if the Commission reviews and has written comments to the filed Registration Statement, then the Effectiveness Deadline under this clause (i) shall be the 120th calendar day following the Closing Date, and (ii) the fifth (5th) Trading Day following the date on which the Company is notified by the Commission that the Registration Statement will not be reviewed or is no longer subject to further review and comments and the effectiveness of the Registration Statement may be accelerated.

Effectiveness Period shall have the meaning set forth in Section 2(b).

Event shall have the meaning set forth in Section 2(c).

Event Date shall have the meaning set forth in Section 2(c).

Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Filing Deadline means, with respect to the Registration Statement required to be filed pursuant to Section 2(a), the 45th calendar day following the Closing Date.

Holder or Holders means the holder or holders, as the case may be, from time to time of Registrable Securities.

Indemnified Party shall have the meaning set forth in Section 5(c).

Indemnifying Party shall have the meaning set forth in Section 5(c).

Losses shall have the meaning set forth in Section 5(a).

New York Courts means the state and federal courts sitting in the City of New York, Borough of Manhattan.

Person means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

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