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Corporate Governance

Our corporate governance policies assist the Board in the exercise of its responsibilities and are a key element of the framework for the governance of MathStar, Inc.

Audit Committee

The primary functions of the Audit Committee are to provide advice with respect to our financial matters and to assist the board of directors in fulfilling its oversight responsibilities regarding finance, accounting and legal compliance. The Audit Committee's primary duties and responsibilities are to monitor the integrity of our financial reporting process and systems of internal controls regarding finance, accounting and legal compliance; monitor the independence and performance of our independent registered public accounting firm; be directly responsible for the selection and terms of retention of our independent registered public accounting firm; and provide an open avenue of communication among our independent registered public accounting firm, management and board of directors.

Corporate Governance and Nominating Committee

The primary functions of the Corporate Governance and Nomination Committee are to evaluate and recommend qualified individuals to serve on our board; review the qualifications of individuals for election or re-election as members of the board; review the membership of the board's committees and board membership guidelines, and oversee matters relating to our Code of Business Conduct and Ethics (see below). The committee also oversees matters of corporate governance, including the evaluation of our board and board committee performance.

Compensation Committee

The Compensation Committee's functions include reviewing and reporting to the board on the programs for developing senior management personnel; approving and reporting to the board the executive compensation plans and the compensation (including incentive awards) of certain executives; and reviewing and approving the Company's incentive plans. The Compensation Committee also grants or makes recommendations to the board concerning employee stock options and oversees the Company's stock option and long-term incentive plan.

Code of Business Conduct and Ethics

MathStar, Inc. is committed to attaining the highest ethical standards in the conduct of its business and interactions with its customers, suppliers, competitors and the public. The Company's Code of Business Conduct and Ethics sets forth policies reflecting these values and provides information and resources available to assist in applying the Company's ethical standards.

Policy Prohibiting Insider Trading

Consistent with its Code of Business Conduct and Ethics, the MathStar, Inc. Policy Prohibiting Insider Trading outlines the Company's requirements applicable to its officers, directors and employees for compliance with the laws and regulations governing insider trading.

Whistleblower Policy

MathStar, Inc. is committed to the integrity and accuracy of the Company's financial statements and financial disclosures. Our Audit Committee's whistleblower policy provides a mechanism for employees and others to confidentially report complaints about accounting, internal accounting controls or auditing matters and any concerns regarding questionable accounting or auditing matters.

Disclosure Committee Charter

It is the policy of MathStar, Inc. that all disclosures made by the Company to its security holders and the investment community should be accurate and complete and fairly present the Company's financial condition and results of operations in all material respects, and should be made on a timely basis as required by applicable laws and the rules and requirements of The NASDAQ Stock Market.

For more information regarding investor relations, please contact alexis@stapleton.com