Exhibit 4.5


 


AMENDMENT NO. 1


TO


REGISTRATION RIGHTS AGREEMENT


 


This Amendment No. 1 to Registration Rights Agreement (this “Amendment”)
is made and entered into as of October 1, 2007, among MPC Corporation, a
Colorado corporation (the “Company”), and the several purchasers
signatory hereto (each such purchaser is a “Purchaser” and collectively,
the “Purchasers”).


 


RECITALS


 


WHEREAS, the Company and the Purchasers are parties
to that certain Registration Rights Agreement dated as of September 6, 2006
(the “Registration Rights Agreement”).


 


WHEREAS,
the Company issued those certain Debentures pursuant to the Securities Purchase
Agreement, dated September 6, 2006 between the Company and the Purchasers
listed therein;


 


WHEREAS,
the Company and certain holders of such Debentures have agreed to amend their
respective Debentures such that they will convert into shares of a newly
authorized Series A Convertible Preferred Stock, no par value, of the Company (“Series
A Preferred Stock”) instead of Common Stock as set forth in their
respective Debentures;


 


WHEREAS,
the parties hereto desire to amend the Registration Rights Agreement such that
registration and other rights applicable to shares of Common Stock issuable
upon conversion of the Debentures apply equally to the shares of Common Stock
issuable on conversion of the Series A Preferred Stock;


 


WHEREAS,
the Qualified Purchasers have the power to amend the Registration Rights
Agreement pursuant to its terms;


 


WHEREAS,
capitalized terms used herein but not otherwise defined shall have the meanings
given to them in the Registration Rights Agreement.


 


NOW, THEREFORE, the
parties hereto, in consideration of the premises and their mutual covenants and
agreements herein set forth and intending to be legally bound hereby, covenant
and agree as follows:


 


1.             Amendment.
The Registration Rights Agreement shall be deemed to be amended as set forth in
this Section 1.


 


(a)           Section 1 of the
Registration Rights Agreement shall be amended to add the following new
definition of “Series A Preferred Stock”:


 


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““Series A
Preferred Stock” means the Series A Convertible Preferred Stock, no par
value, of the Company.”


 


(b)           The definition of “Registrable
Securities” contained in Section 1 of the Registration Rights Agreement is
hereby deleted and replaced in its entirety with the following new definition
of “Registrable Securities”:


 


““Registrable
Securities” means (i) all of the shares of Common Stock issuable upon
conversion in full of the Debentures, (ii) all shares issuable as interest or
principal on the Debentures assuming all permissible interest or principal
payments are made in shares of Common Stock and the Debentures are held until
maturity, (iii) all Warrant Shares, (iv) all of the shares of Common Stock
issuable upon conversion in full of any Series A Preferred Stock held by a
Holder, (v) any additional shares issuable in connection with any anti-dilution
provisions in the Debentures or the Warrants or relating to the Series A
Preferred Stock (in each case, without giving effect to any limitations on
conversion set forth in the Debenture or the Amended and Restated Articles of
Incorporation of the Company, as amended, or limitations on exercise set forth
in the Warrant) and (vi) any securities issued or issuable upon any stock
split, dividend or other distribution, 
recapitalization or similar event with respect to the foregoing.


 


(c)           The last clause of the
first sentence of Section 2(b), beginning with “equal to 1.5% of the aggregate
purchase price,”  shall be deleted and
replaced in its entirety with the following:


 


“equal to 1.5%
of the aggregate purchase price paid by such Holder pursuant to the Purchase
Agreement for any Registrable Securities (or in the case of Series A Preferred
Stock, the price paid for the Debentures that were converted into such Series A
Preferred Stock) then held by such Holder.”


 


2.             Miscellaneous.


 


(a)           Execution and Counterparts. This
Amendment may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party, it being understood that both parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile
transmission or by e-mail delivery of a “.pdf” format data file, such signature
shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such
facsimile or “.pdf” signature page were an original thereof.


 


(b)           Governing Law. All questions concerning the construction,
validity, enforcement and interpretation of this Amendment shall be determined
in accordance with the provisions of the Purchase Agreement.


 


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(c)           Severability. If any term,
provision, covenant or restriction of this Amendment is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their commercially reasonable
efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may
be hereafter declared invalid, illegal, void or unenforceable.


 


(d)           Headings. The headings in this
Amendment are for convenience only, do not constitute a part of the Agreement
and shall not be deemed to limit or affect any of the provisions hereof.


 


(e)           Independent
Nature of Holders’ Obligations and Rights. The obligations of each Holder
hereunder and under the Registration Rights Agreement are several and not joint
with the obligations of any other Holder hereunder or thereunder, and no Holder
shall be responsible in any way for the performance of the obligations of any
other Holder hereunder or thereunder. Nothing contained herein or in any other
agreement or document delivered at any closing, and no action taken by any
Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as
a partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Holders are in any way acting in concert with
respect to such obligations or the transactions contemplated by this Amendment
or the Registration Rights Agreement. Each Holder shall be entitled to
independently protect and enforce its rights, including without limitation the
rights arising out of this Amendment and the Registration Rights Agreement, and
it shall not be necessary for any other Holder to be joined as an additional
party in any proceeding for such purpose.


 


********************


 


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IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Registration Rights Agreement as of the date first written above.


 


	
   

  	
  MPC CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John P. Yeros 

  	
   

  
	
   

  	
   

  	
  Name: John P. Yeros

  
	
   

  	
   

  	
  Title: CEO

  



 


 


[SIGNATURE PAGE OF HOLDERS FOLLOWS]


 


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 [SIGNATURE PAGE OF HOLDERS TO AM. NO. 1 TO HCO
RRA]


 


Name of Holder: Crestview Capital Master, LLC


 


Signature of Authorized Signatory of Holder:
By: Crestview Capital Partners, LLC


 


	
   

  	
  Its: Sole Manager

  
	
   

  	
   

  
	
   

  	
    /s/ Stewart Flink

  	
   

  
	
   

  	
  By: Stewart Flink

  
	
   

  	
  One of its Managers

  
	
   

  	
   

  



 


Name of Authorized Signatory: 
See above


 


Title of Authorized Signatory: See Above


 


E-mail of Authorized Signatory: stewart@crestviewcap.com


 


 


[SIGNATURE PAGES CONTINUE]


 


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 [SIGNATURE PAGE OF HOLDERS TO AM. NO. 1 TO HCO
RRA]


 


Name of Holder: TOIBB Investment LLC “TILLC”


 


	
  Signature of Authorized Signatory of Holder:
  

  	
  /s/ Harris Toibb

  	
   

  



 


Name of Authorized Signatory: Harris Toibb


 


Title of Authorized Signatory: Manager of Toibb Management LLC, manager
of TILLC


 


E-mail of Authorized Signatory: Harris@Toibb.com


 


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