Exhibit
4.1


 


October 1, 2007


 


 


Re:          Asset Purchase Agreement dated
September 4, 2007 (the “Purchase  Agreement”) by and among MPC CORPORATION, a Colorado corporation
(“Company”), MPC-PRO, LLC, a Delaware limited liability company (“Buyer”),
GATEWAY, INC., a Delaware
corporation (“Gateway”) and GATEWAY TECHNOLOGIES, INC., a Delaware
corporation.


 


Ladies
and Gentlemen:


Defined terms not otherwise defined herein
(the “Letter Agreement”) shall have the meanings set forth in the
Purchase Agreement.  Pursuant to the
Purchase Agreement and as a material inducement to the obligations of the
Company under the Purchase Agreement, Gateway irrevocably agrees with the
Company that, from the date hereof until the 12 month anniversary of the date
hereof, the “Restriction Period”), except for a “Permitted Transfer” (as
defined below), neither Gateway nor any Affiliate of Gateway will offer, sell,
contract to sell, short, pledge or otherwise dispose of (or enter into any
transaction which is designed to, or would reasonably be expected to, result in
the disposition (whether by actual disposition or effective economic
disposition due to cash settlement or otherwise) by Gateway or any Affiliate of
Gateway or any person in privity with Gateway or any Affiliate of Gateway),
directly or indirectly, any shares of Common Stock beneficially owned, held or
hereafter acquired by Gateway (the “Securities”).


For the purposes of this Letter Agreement, “Permitted
Transfer” means, with respect to any Person, (i) a transfer to an Affiliate
of such Person, (ii) a transfer between Gateway and any other Person who has
already executed a letter agreement in the form of this Letter Agreement, or
(iii) if such Person is a limited or general partnership, a transfer to its
partners in connection with a distribution of securities held by such Person to
its partners, provided that each such receiving party to a Permitted Transfer
in clauses (i) through (iii) herein executes a letter agreement agreeing to be
bound in the same manner as the signatory hereto as to the transferred
Securities for the balance of the Restriction Period.


In order to carry out the purpose and intent
of this Letter Agreement, Gateway agrees that the Company shall instruct its
transfer agent (substantially in the form annexed here as Exhibit A) to
stop transfer of the Company’s securities represented by all certificates
beneficially owned by Gateway where such transfer would be in violation of this
Letter Agreement.  The Company hereby
agrees that, as promptly as practicable following any request by Gateway to
effect a Permitted Transfer or a transfer of Securities following the
expiration of the Restriction Period, and in any event within five Business
Days of such request, it shall instruct its transfer agent to remove any
applicable legends affixed to the Securities to be transferred, and shall cause
its counsel to provide any opinions or confirmations required by its transfer
agent in connection therewith.


 


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The Company may refuse to register
any transfer that is in violation of the terms of this Letter Agreement.


Gateway acknowledges that the execution,
delivery and performance of this Letter Agreement is a material inducement to
the Company to complete the transaction contemplated by the Purchase Agreement,
and the Company shall be entitled to specific performance of Gateway’s
obligations hereunder.  Gateway hereby
represents that Gateway has the power and authority to execute, deliver and
perform this Letter Agreement.


This Letter Agreement may not be amended or
otherwise modified in any respect without the written consent of each of the
Company and Gateway.  This letter
agreement shall be construed and interpreted according to the internal laws of
the State of Delaware, excluding any choice of law rules that may direct the
application of the laws of a jurisdiction other than Delaware.   Gateway hereby irrevocably submits to the
exclusive jurisdiction of the state and federal courts sitting in Delaware for
the adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, or
that such suit, action or proceeding is improper.  Gateway hereby irrevocably waives personal
service of process and consent to process being served in any such suit, action
or proceeding by receiving a copy thereof sent to the address in effect for
notices to it under the Purchase Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof.  Gateway hereby waives any right to a trial by
jury.  Nothing contained herein shall be
deemed to limit in any way any right to serve process in any manner permitted
by law.


This
Letter Agreement shall be binding on successors and assigns of Gateway with
respect to the Securities.


 


*** SIGNATURE PAGE FOLLOWS***


 


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This Letter Agreement may be executed in two
or more counterparts, all of which when taken together may be considered one
and the same agreement.


 


	
  GATEWAY, INC.

  	
  MPC CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   /s/ John Goldsberry

  	
   

  	
  By:

  	
   /s/ Curtis Akey

  
	
  Name: John Goldsberry 

  	
   

  	
  Name: Curtis Akey 

  
	
  Title: SVP & CFO

  	
   

  	
  Title: Chief Financial
  Officer, Secretary

  



 


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MPC Corporation


906 E. Karcher Road


Nampa, Idaho 83687


 


TRANSFER AGENT INSTRUCTIONS


 


 


October           ,
2007


 


[TRANSFER
AGENT]


RE:
                                 
(the “Holder”)


Ladies
and Gentlemen:


We
enclose a copy of a fully executed Letter Agreement, dated October         ,
2007 (the “Letter Agreement”) by and among MPC Corporation (the “Company”)
and Gateway, Inc. (“Gateway”), wherein Gateway has agreed not to transfer
shares of the Company’s common stock (subject to certain exceptions) until the
12 month anniversary of the Letter Agreement.


This
letter shall serve as our irrevocable authorization and direction to you and to
any successor transfer agent to place a notation in your records that all
shares of our common stock held of record by Gateway are subject to this Letter
Agreement.


You
may remove the legend and release the shares from these contractual
restrictions at such time as you receive (x) written confirmation from counsel
to the Company that the 12 month anniversary of the Letter Agreement has
passed, (y) a written opinion of counsel to the Company that a transfer is
exempt from the restrictions of the Letter Agreement, provided that such
opinion is accompanied by a Letter Agreement executed by the proposed
transferee or (z) written instructions to do so from the Company and Gateway.


These
instructions shall be binding upon each and every successor transfer agent and
you agree to provide a copy of this instruction to any successor transfer agent
upon your replacement.


 


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Please execute this letter in the space indicated to
acknowledge your agreement to act in accordance with these instructions.  Should you have any questions concerning this
matter, please contact me at                         .


Very truly yours,


MPC
CORPORATION


 


	
  By:

  	
   

  	 

	
  Name:
  Curtis Akey

  
	
  Title:
  Chief Financial Officer, Secretary

  



 


ACKNOWLEDGED AND AGREED:


[transfer agent]


 


By:                                                                                                    


Name:                                                                                               


Title:                                                                                                 


Date:                                                                                                 


 


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