Exhibit 10.1
AMENDMENT NO. 2 TO
STRATEGIC PARTNERSHIP
AGREEMENT
THIS AMENDMENT NO. 2 TO STRATEGIC
PARTNERSHIP AGREEMENT is entered into and effective as of the 5
th of December, 2005 by and among MathStar, Inc., a
Delaware corporation (“MathStar”); Valley
Technologies, Inc., a Pennsylvania corporation
(“VTI”); and, for purposes of only the amendment to
Section 3.1.2 below, Gerald Petrole, the President and Chief
Executive Officer of VTI (“Petrole”).
RECITALS
WHEREAS, MathStar, VTI and Petrole
entered into a Strategic Partnership Agreement dated as of
October 8, 2004 (the “Original Agreement”) for the
purpose of having VTI develop and support products, algorithms and
applications for MathStar’s FPOAs;
WHEREAS, effective on June 10,
2005, MathStar’s board of directors and shareholders approved
a three-for-one reverse stock split of the MathStar Common Stock
(the “Stock Split”);
WHEREAS, MathStar and VTI amended
Section 3.1.1 of the Original Agreement pursuant to Amendment
No. 1 to Strategic Partnership Agreement dated August 11,
2005 (“Amendment No. 1”) (the Original Agreement,
as amended by Amendment No. 1, is hereinafter referred to as
the “Agreement”);
WHEREAS, as provided in
Section 3.1.2 of the Agreement, upon execution of the Original
Agreement, MathStar granted to Petrole warrants to purchase a total
of eighty-three thousand three hundred thirty-four (83,334) shares
of MathStar Common Stock at an exercise price of $6.00 per share,
as such number of shares and exercise price have been adjusted for
the Stock Split; and
WHEREAS, the Parties and Petrole
want to amend the Agreement to change the circumstances under which
the Petrole Warrants will vest and the method by which Royalty
payable by VTI to MathStar is determined.
NOW, THEREFORE, in consideration of
the foregoing, the mutual promises contained in the Agreement, and
for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, MathStar and VTI
hereby agree as follows:
1.
Section 1.9 of the Agreement is
hereby amended to read in its entirety as follows:
1.9.
“Design Wins” means the
acceptance by a customer of the FPOAs for use in or with respect to
such customer’s or prospective customer’s products, as
determined by the mutual agreement of the Parties, provided that
the projected a
