Exhibit
4.2


REGISTRATION RIGHTS
AGREEMENT


                This REGISTRATION RIGHTS AGREEMENT
(“Agreement”) is made and entered
into as of October 1, 2007, between MPC
CORPORATION, a Colorado corporation (“Company”),
and GATEWAY, INC., a
Delaware corporation (“Gateway”).


RECITALS


WHEREAS, in connection with
that certain Asset Purchase Agreement by and among the Company, MPC-Pro, LLC, a
Delaware limited liability company, Gateway, Inc., a Delaware corporation, and
Gateway Technologies, Inc., a Delaware corporation, dated as of September 4,
2007 (the “Purchase Agreement”), Gateway
has agreed to receive from the Company, and the Company has agreed to issue to
Gateway, shares of the Company’s Common Stock and shares of the Company’s
Series B Preferred Stock, on the terms and conditions set forth in Purchase
Agreement.


WHEREAS, the Purchase
Agreement provides that Gateway shall be granted specified registration rights,
as more fully set forth herein, including certain piggyback registration
rights, with respect to shares of the Company’s Common stock, all as more fully
set forth herein.


AGREEMENT


The Company and Gateway
hereby agree as follows:


                1.             Definitions


                As used in this Agreement, the
following terms shall have the following meanings (capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to them in the Purchase Agreement).


“Commission”
or “SEC” shall mean the Securities and
Exchange Commission or any other federal agency at the time administering the
Securities Act or the Exchange Act.


“Common
Stock” shall mean the common stock of the Company, no par value.


“Conversion
Stock” shall mean the shares of the Company’s Common Stock
issued or issuable pursuant to conversion of the Gateway Preferred, and shall
include any shares of Common Stock of the Company issued (or issuable upon the
conversion or exercise of any warrant, right or other security which is issued)
as a dividend or other distribution with respect to, or in exchange for or in
replacement of any such shares of the Company’s Common Stock or any shares of
the Gateway Preferred, including, without limitation, in connection with any
stock split, stock dividend, recapitalization or similar event.


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended,
or any similar federal statute then in effect, and a reference to a particular
section thereof 


 


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shall be deemed to include a reference to the
comparable section, if any, of any such similar federal statute.


“Form S-3”  shall mean such form under the Securities Act
as is in effect on the date hereof or any successor registration form under the
Securities Act subsequently adopted by the SEC which permits inclusion or
incorporation of substantial information by reference to other documents filed
by the Company with the SEC.


“Gateway
Common” shall mean the Company’s Common Stock issued by the
Company to Gateway in connection with the transactions contemplated by the
Purchase Agreement, and shall include any shares of Common Stock of the Company
issued (or issuable upon the conversion or exercise of any warrant, right or
other security which is issued) as a dividend or other distribution with
respect to, or in exchange for or in replacement of any such shares of the
Company’s Common Stock.


“Gateway
Preferred” shall mean the Company’s Series B Preferred Stock
issued by the Company to Gateway in connection with the transactions
contemplated by the Purchase Agreement, and shall include any shares of Series
B Preferred Stock of the Company issued (or issuable upon the conversion or
exercise of any warrant, right or other security which is issued) as a dividend
or other distribution with respect to, or in exchange for or in replacement of
any such shares of the Company’s Series B Preferred Stock.


“Holder”
shall mean Gateway or any Person owning of record Registrable Securities, and
shall include any Permitted Transferees of Registrable Securities.


“Permitted
Transferee” shall mean any holder of Registrable Securities,
other than any such holder that receives such Registrable Securities in
violation of the transfer restrictions set forth in the Lock-Up Agreement.


“Registration.”  The terms “register,” “registration” and “registered”
refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act, and the declaration or
ordering of effectiveness of such registration statement.


“Registrable Securities” shall mean
all of the shares of the Gateway Common and the Conversion Stock, excluding in all cases,
however, any Registrable Securities sold by a person in a transaction in which
rights under this Agreement are not assigned in accordance with this Agreement
or any Registrable Securities with respect to which the Holders are no longer
entitled to registration rights pursuant to this Agreement. As to any
particular Registrable Securities, once issued, such Registrable Securities
shall cease to be Registrable Securities when (w) a registration statement with
respect to the sale by the Holders of such securities has become effective
under the Securities Act and such securities have been disposed of in
accordance with such registration statement, (x) such securities have been sold
under circumstances in which all of the applicable conditions to Rule 144 (or
any successor provision) under the Securities Act are met, or (y) such
securities have ceased to be outstanding.


 


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“Registrable Securities Then Outstanding”
shall mean the number of shares of Gateway Common which are Registrable
Securities that are then (1) issued and outstanding or (2) issuable
pursuant to the exercise or conversion of then outstanding and then exercisable
and qualifying options, warrants or convertible securities.


“Registration
Statements” shall mean the registration statements required to
be filed hereunder including in each case the prospectus, amendments and
supplements to such registration statement or prospectus, including pre- and
post-effective amendments, all exhibits thereto, and all material incorporated
by reference or deemed to be incorporated by reference in such registration
statement.


“Securities
Act” shall mean the Securities Act of 1933, as amended, or any
similar federal statute then in effect, and a reference to a particular section
thereof shall be deemed to include a reference to the comparable section, if
any, of any such similar federal statute.


2.             Demand Registration.


(a)           Request by Holders.  At any time after expiration of the
Restriction Period as set forth in the Lock-Up Agreement, if the Company shall
receive a written request from the Holders of at least forty percent (40%) of
the Registrable Securities Then Outstanding that the Company file a
registration statement under the Securities Act covering the registration of
Registrable Securities pursuant to this Section 2, then the Company shall,
within twenty (20) days after the receipt of such written request, give written
notice of such request (the “Request Notice”) to all Holders, and effect, as soon as
practicable, the registration under the Securities Act of all Registrable
Securities which Holders request to be registered and included in such
registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the
Request Notice, subject only to the limitations of this Section; provided
that the Registrable Securities requested by all Holders to be registered
pursuant to such request must equal or exceed twenty-five (25%) of the total
number of shares of the Company’s Common Stock and the Gateway Preferred issued
to Gateway at the Closing (as defined in the Purchase Agreement) of the
transactions contemplated by the Purchase Agreement, treating the Gateway
Preferred for such purpose as if it had been converted to Common Stock in
accordance with the terms thereof, and in each case as adjusted for stock
splits, stock combinations, stock dividends and the like.


(b)           Underwriting.  If the Holders initiating the registration
request under this Section 2 (the “Initiating Holders”) intend to
distribute the Registrable Securities covered by their request by means of an
underwriting, then they shall so advise the Company as a part of their request
made pursuant to this Section 2 and the Company shall include such
information in the written notice referred to in subsection 2(a).  In such event, the right of any Holder to
include his, her, or its Registrable Securities in such registration shall be
conditioned upon such Holder’s participation in such underwriting and the
inclusion of such Holder’s Registrable Securities in the underwriting (unless
otherwise mutually agreed by a majority in interest of the Initiating Holders
and such Holder) to the extent provided herein. 
All Holders proposing to distribute their securities


 


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through such underwriting shall enter into an
underwriting agreement in reasonable and customary form with the managing
underwriter or underwriters selected for such underwriting by the Company.  The
Company shall not be required to include any securities of any Holder in such
underwriting unless such Holder accepts reasonable and customary terms for the
underwriting as agreed upon between the Company and the underwriters selected
by the Company and enters into an underwriting agreement in reasonable and
customary form with the underwriter or underwriters selected by the Company.  Notwithstanding any other provision of this
Section 2, if the underwriter(s) advise(s) the Company in writing that
marketing factors require a limitation of the number of securities to be
underwritten then the Company shall so advise all Holders of Registrable
Securities that would otherwise be registered and underwritten pursuant hereto,
and the number of Registrable Securities that may be included in the
underwriting shall be reduced as required by the underwriter(s) and allocated
among the Holders of Registrable Securities on a pro rata basis according to
the number of Registrable Securities Then Outstanding held by each Holder
requesting registration (including the Initiating Holders); provided, however,
that the number of shares of Registrable Securities to be included in such
underwriting and registration shall not be reduced unless all other securities
of the Company are first entirely excluded from the underwriting and
registration.  Any Registrable Securities
excluded and withdrawn from such underwriting shall be withdrawn from the
registration.


(c)           Maximum
Number of Demand Registrations.  The Company is obligated to effect only two
(2) such registration pursuant to this Section 2; provided, however,
that a registration shall not be deemed to have occurred pursuant to this
Section 2 unless both:


1.             the registration
statement relating thereto (A) has become effective under the Securities
Act and (B) has remained effective for a period of at least 90 days (or
such shorter period in which all Registrable Securities of the Holders included
in such registration have actually been sold thereunder), provided that,
notwithstanding the foregoing, a registration shall not be deemed to have
occurred pursuant to this Section 2 if, after the registration statement
relating thereto becomes effective, (1) such registration statement is
interfered with by any stop order, injunction or other order or requirement of
the Commission or other governmental agency or court and (2) less than 50%
of the Registrable Securities included in such registration statement have been
sold thereunder; and


2.             the amount of
Registrable Securities included in the registration statement relating thereto
at the time of effectiveness is at least 50% of the Registrable Securities of
the Holders sought to be included in such registration, taking account of any
limitation on the number of Registrable Securities that may be included in such
registration pursuant to Section 2(b) above.


 


(d)           Deferral; Postponements;
Suspensions.


1.             If
at the time of any request to register Registrable Securities pursuant to this
Section 2 the Company is engaged or has fixed plans to engage 


 


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within ninety (90) days of the time of the request in a registered
public offering as to which the Holders may include Registrable Securities
under this Agreement, then the Company may at its option direct that such
request be delayed for a period not in excess of ninety (90) days from the
earlier of the effective date of such offering or the date of commencement of
such other material activity, provided that in no event shall such right to
delay a request to be exercised by the Company more than once in any one-year
period.


2.             If
the Board of Directors of the Company, in its good faith and reasonable
judgment, determines that any registration under the Securities Act of
Registrable Securities should not be made or continued because it would
materially interfere with any material financing, acquisition, corporation
reorganization, merger, or other transaction involving the Company or any of
its subsidiaries (a “Valid Business Reason”), (i) the Company may postpone filing
a Registration Statement until such Valid Business Reason no longer exists, but
in no event for more than ninety (90) days, and (ii) in case a Registration
Statement has been filed, if the Valid Business Reason has not resulted from
actions taken by the Company, the Company may postpone amending or
supplementing such Registration Statement until such Valid Business Reason no
longer exists, but in no event for more than ninety (90) days (the
“Postponement Period”); provided, however, that in no event shall the Company
be permitted to postpone filing, amending or supplementing a Registration
Statement within sixty (60) days after the expiration of any Postponement
Period.


Notwithstanding the foregoing, if the Company
shall furnish to Holders requesting the filing of a registration statement
pursuant to this Section 2, a certificate signed by the President or Chief
Executive Officer of the Company stating that in the good faith judgment of the
Board of Directors of the Company, it would be seriously detrimental to the
Company and its stockholders for such registration statement to be filed and it
is therefore essential to defer the filing of such registration statement, then
the Company shall have the right to defer such filing for a period of not more
than ninety (90) days after receipt of the request of the Initiating Holders.


 


(e)           Expenses.  All expenses incurred in connection with a
registration pursuant to this Section 2, including without limitation all
registration and qualification fees, printers’ and accounting fees, fees and
disbursements of counsel for the Company,  and the reasonable fees and disbursements,
not to exceed $25,000, of one counsel for the selling Holders, which shall not
be counsel for the Company (but excluding underwriters’ discounts and
commissions), shall be borne by the Company. 
Each Holder participating in a registration pursuant to this
Section 2 shall bear such Holder’s proportionate share (based on the
number of shares sold by such Holder over the total number of shares included in such registration at the
time it is declared effective) of all discounts, commissions or other
amounts payable to underwriters or brokers in connection with such
offering.  Notwithstanding the foregoing,
the Company shall not be required to pay for any expenses of any demand
registration proceeding begun pursuant to this Section 2 if the
registration request is subsequently withdrawn at the request of the Holders of
a majority of the Registrable Securities to be registered unless, at the time
of such withdrawal, the withdrawing Holders have learned of a material adverse
change in the 


 


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condition or business of the Company from that known to such Holders at
the time of their registration request.


3.             Piggyback Registrations.


(a)           The
Company shall notify all Holders of Registrable Securities in writing at least
thirty (30) days prior to filing any registration statement, at any time after
the expiration of the Restriction Period as set forth in the Lock-Up Agreement,
under the Securities Act for purposes of effecting a public offering of
securities of the Company (including, but not limited to, registration
statements relating to secondary offerings of securities of the Company, but excluding
registration statements relating to any registration required of Company under
this Agreement or to any employee benefit plan or a corporate reorganization or
other transaction covered by Rule 145 promulgated under the Securities
Act, or a registration on any registration form which does not permit secondary
sales or does not include substantially the same information as would be
required to be included in a registration statement covering the sale of
Registrable Securities,) and will afford each such Holder an opportunity to
include in such registration statement all or any part of the Registrable
Securities then held by such Holder. 
Each Holder desiring to include in any such registration statement all
or any part of the Registrable Securities held by such Holder shall, within
twenty (20) days after receipt of the above-described notice from the Company,
so notify the Company in writing, and in such notice shall inform the Company
of the number of Registrable Securities such Holder wishes to include in such
registration statement.  If a Holder
decides not to include all of its Registrable Securities in any registration
statement thereafter filed by the Company, such Holder shall nevertheless
continue to have the right to include any Registrable Securities in any
subsequent registration statement or registration statements as may be filed by
the Company with respect to offerings of its securities, all upon the terms and
conditions set forth herein.


(b)           Underwriting.  If a registration statement under which the
Company gives notice under this Section 3 is for an underwritten offering,
then the Company shall so advise the Holders of Registrable Securities.  In such event, the right of any such Holder’s
Registrable Securities to be included in a registration pursuant to this Section 3
shall be conditioned upon such Holder’s participation in such underwriting and
the inclusion of such Holder’s Registrable Securities in the underwriting to
the extent provided herein.  All Holders
proposing to distribute their Registrable Securities through such underwriting
shall enter into an underwriting agreement in reasonable and customary form
with the managing underwriter or underwriter(s) selected for such
underwriting.  Notwithstanding any other
provision of this Agreement, if the managing underwriter determine(s) in good
faith that marketing factors require a limitation of the number of shares to be
underwritten, then the managing underwriter(s) may exclude shares (including
Registrable Securities) from the registration and the underwriting, and the
number of shares that may be included in the registration and the underwriting
shall be allocated, first, to the Company, second to Holders
requesting inclusion of Registrable Securities in such registration statement
on a pro rata basis based on the number of such Registrable Securities each
such Holder has requested to be included in the registration, and third,
to each of the Holders of Excluded Shares on a pro rata basis based on the
total 


 


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number of Registrable Securities then held by each such Holder;  provided  however, that the right of the
underwriters to exclude shares (including Registrable Securities) from the
registration and underwriting as described above shall be restricted so that the
number of Registrable Securities included in any such registration is not
reduced below thirty percent (30%) of the shares included in the registration,
except for a registration relating to the Company’s initial public offering,
from which all Registrable Securities may be excluded.  If any Holder disapproves of the terms of any
such underwriting, such Holder may elect to withdraw therefrom by written
notice, given in accordance with Section 6.1 hereof, to the Company and
the underwriter, delivered at least twenty (20) days prior to the effective
date of the registration statement.  Any
Registrable Securities excluded or withdrawn from such underwriting shall be
excluded and withdrawn from the registration. 
For any Holder that is a partnership or corporation, the partners,
retired partners and stockholders of such Holder, or the estates and family
members of any such partners and retired partners and any trusts for the
benefit of any of the foregoing persons shall be deemed to be a single
“Holder,” and any pro rata reduction with respect to such “Holder” shall be
based upon the aggregate amount of shares carrying registration rights owned by
all entities and individuals included in such “Holder,” as defined in this
sentence.


(c)           Expenses.  All expenses incurred in connection with a
registration pursuant to this Section 3, including without limitation all
registration and qualification fees, printers’ and accounting fees, fees and
disbursements of counsel for the Company,  and the reasonable fees and disbursements,
not to exceed $25,000, of one counsel for the selling Holders, which shall not
be counsel for the Company (but excluding underwriters’ discounts and
commissions), shall be borne by the Company. 
Each Holder participating in a registration pursuant to this
Section 3 shall bear such Holder’s proportionate share (based on the
number of shares sold by such Holder over the total number of shares included in such registration at the
time it goes effective) of all discounts, commissions or other amounts
payable to underwriters or brokers in connection with such offering.


4.             Obligations of the Company.  Whenever required to effect the registration
of any Registrable Securities under this Agreement, the Company shall, as
expeditiously as reasonably possible:


(a)           Prepare and file with the SEC a registration statement
with respect to such Registrable Securities and use reasonable efforts to cause
such registration statement to become effective, and, upon the request of the
Holders of a majority of the Registrable Securities registered thereunder, keep
such registration statement effective for up to ninety (90) days.   Following a demand registration request
under Section 2 hereof, the Company shall, as expeditiously as possible use its
reasonable best efforts to effect such registration under the Securities Act
(including, without limitation, by means of a shelf registration pursuant to
Rule 415 under the Securities Act if so requested and if the Company is then
eligible to use such a registration) of the Registrable Securities that the
Company has been so requested to register, for distribution in accordance with
such intended method of distribution.


 


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(b)           Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in
connection with such registration statement as may be necessary to comply with
the provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement.


(c)           Furnish to the Holders such number of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of the Registrable
Securities owned by them that are included in such registration.


(d)           Use reasonable efforts to register and qualify the
securities covered by such registration statement under such other securities
or Blue Sky laws of such jurisdictions as shall be reasonably requested by the
Holders, provided that the Company shall not be required in connection
therewith or as a condition thereto to qualify to do business or to file a
general consent to service of process in any such states or jurisdictions.


(e)           In the event of any underwritten public offering, enter
into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter(s) of such offering.


(f)            Furnish
to each registering Holder and to each underwriter, if any, a signed
counterpart, addressed to such Holder or underwriter, of (i) an opinion or
opinions of counsel to the Company and (ii) a comfort letter or comfort
letters from the Company’s independent public accountants, each in customary
form and covering such matters of the kind customarily covered by opinions or
comfort letters, as the case may be, as a majority of such Holders or the
managing underwriter therefor reasonably requests.


(g)           Notify each Holder of Registrable Securities covered by
such registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing.


(h)           Cause all such Registrable Securities registered pursuant
to this Section to be listed on a national exchange or trading system and on
each securities exchange and trading system on which similar securities issued
by the Company are then listed.


(i)            Provide a transfer agent and registrar for all
Registrable Securities registered pursuant hereunder and a CUSIP number for all
such Registrable Securities, in each case not later than the effective date of
such registration.


(j)            Upon
execution of confidentiality agreements in form and substance reasonably
satisfactory to the Company, make available for inspection by any Holder and
any underwriter participating in such registration, and any attorney,
accountant or other professional retained by any such Holder or underwriter (collectively,
the “Inspectors”), 


 


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all financial and other records, pertinent corporate documents and
properties of the Company (collectively, the “Records”)
as shall be reasonably necessary or desirable to enable them to exercise their
due diligence responsibilities, and cause the Company’s officers, directors and
employees to supply all information reasonably requested by any Inspectors in
connection with such registration statement. 
Records that the Company determines, in good faith, to be confidential
and that it notifies the Inspectors are confidential shall not be disclosed by
the Inspectors unless (i) the disclosure of such Records is necessary to
avoid or correct a misstatement or omission in such registration statement or
(ii) the release of such Records is ordered pursuant to a subpoena or
other order from a court of competent jurisdiction.  Each Holder agrees that information obtained
by it as a result of such inspections shall be deemed confidential.  Each Holder further agrees that, upon
learning that disclosure of such Records is sought in a court of competent
jurisdiction, it shall give notice to the Company and allow the Company, at its
expense, to undertake appropriate action to prevent disclosure of the Records
deemed confidential.


(k)           Notwithstanding
any other provision of this Agreement, from and after the time a registration
statement filed under this Section covering Registrable Securities is declared
effective, the Company shall have the right to suspend the registration
statement and the related prospectus in order to, in the good faith and
reasonable judgment of the Board of Directors of the Company, prevent premature
disclosure of any material non-public information that, if disclosed at such
time, would be materially harmful to the interests of the Company and its
stockholders by delivering notice of such suspension to the Holders, provided, however, that the Company
may exercise the right to such suspension only once in any 12-month period and
for a period not to exceed 90 days, and provided, however, further that during
any such period all executive officers and directors of the Company are also
prohibited from selling securities of the Company (or any security of any of
the Company’s subsidiaries or affiliates). 
From and after the date of a notice of suspension under this paragraph,
each Holder agrees not to use the registration statement or the related
prospectus for resale of any Registrable Security until the earlier of (1)
notice from the Company that such suspension has been lifted or (2) the 90th
day following the giving of the notice of suspension.  In the event of the suspension of
effectiveness of any registration statement pursuant to this paragraph, the
applicable time period during which such registration statement is to remain
effective shall be extended by that number of days equal to the number of days
the effectiveness of such registration statement was suspended.


5.             Furnish Information.  It shall be a condition precedent to the
obligations of the Company to take any action pursuant to Sections 2 or 3
that the selling Holders shall furnish to the Company such information
regarding themselves, the Registrable Securities held by them, and the intended
method of disposition of such securities as shall be reasonably required to
timely effect the registration of their Registrable Securities.


6.             Delay of Registration.  No Holder shall have any right to obtain or
seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of this Agreement.


 


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7.             Indemnification.  In the event any Registrable Securities are
included in a registration statement under Sections 2 or 3:


(a)           By the Company.  To the extent permitted by law, the Company
will indemnify and hold harmless each Holder, the partners, officers and
directors of each Holder, any underwriter (as defined in the Securities Act)
for such Holder and each person, if any, who controls such Holder or
underwriter within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended, (the “Exchange Act”),
against any losses, claims, damages, or liabilities (joint or several) to which
they may become subject under the Securities Act, the Exchange Act or other
federal or state law, insofar as such losses, claims, damages, or liabilities
(or actions in respect thereof) arise out of or are based upon any of the
following statements, omissions or violations (the “Violations”):


1.             any
untrue statement or alleged untrue statement of a material fact contained in
such registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto; or


2.             the
omission or alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein not misleading; or


3.             any
violation or alleged violation by the Company of the Securities Act, the
Exchange Act, any federal or state securities law or any rule or regulation
promulgated under the Securities Act, the Exchange Act or any federal or state
securities law in connection with the offering covered by such registration
statement.


(b)           The
Company will reimburse each such Holder, partner, officer or director,
underwriter or controlling person for any legal or other expenses reasonably
incurred by them as such expenses are incurred, in connection with
investigating or defending any such loss, claim, damage, liability or action; provided
however, that the indemnity agreement contained in this
subsection 7(a) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without
the consent of the Company (which consent shall not be unreasonably withheld),
nor shall the Company be liable in any such case for any such loss, claim,
damage, liability or action to the extent that it arises out of or is based
upon a Violation which occurs in reliance upon and in conformity with written
information furnished expressly for use in connection with such registration by
such Holder, partner, officer, director, underwriter or controlling person of
such Holder.  Notwithstanding the
foregoing sentence, if at any time a Holder, partner, officer or director,
underwriter or controlling person shall have requested that the Company
reimburse such person for legal or other expenses reasonably incurred, the
Company shall be liable for any settlement of any proceeding effected without
its written consent if (i) such settlement is entered into more than 30 days
after receipt by the Company of such request and (ii) the Company shall not
have reimbursed the indemnified person in accordance with such request prior to
the date of such settlement.


 


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(c)           By Selling Holders.  To the extent permitted by law, each selling
Holder will indemnify and hold harmless the Company, each of its directors,
each of its officers who have signed the registration statement, each person,
if any, who controls the Company within the meaning of the Securities Act, any
underwriter and any other Holder selling securities under such registration
statement or any of such other Holder’s partners, directors or officers or any
person who controls such Holder within the meaning of the Securities Act or the
Exchange Act, against any losses, claims, damages or liabilities (joint or
several) to which the Company or any such director, officer, controlling
person, underwriter or other such Holder, partner or director, officer or
controlling person of such other Holder may become subject under the Securities
Act, the Exchange Act or other federal or state law, insofar as such losses,
claims, damages or liabilities (or actions in respect thereto) arise out of or
are based upon any Violation, in each case to the extent (and only to the
extent) that such Violation occurs in reliance upon and in conformity with
written information furnished by such Holder expressly for use in connection
with such registration.  Each such Holder
will reimburse any legal or other expenses reasonably incurred by the Company
or any such director, officer, controlling person, underwriter or other Holder,
partner, officer, director or controlling person of such other Holder in
connection with investigating or defending any such loss, claim, damage,
liability or action, as such expenses are incurred, provided, however,
that the indemnity agreement contained in this subsection 7(b) shall not
apply to amounts paid in settlement of any such loss, claim, damage, liability
or action if such settlement is effected without the consent of the Holder,
which consent shall not be unreasonably withheld; and provided  further,
that the total amounts payable in indemnity by a Holder under this
Section 7(b) in respect of any Violation shall not exceed the net proceeds
received by such Holder in the registered offering out of which such Violation
arises.


(d)           Notice.  Promptly after receipt by an indemnified
party under this Section  7 of notice of the commencement of any
action (including any governmental action), such indemnified party will, if a
claim in respect thereof is to be made against any indemnifying party under this
Section  7, deliver to the indemnifying party a written notice of the
commencement thereof.  The indemnifying
party shall have the right to participate in, and, to the extent the
indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an
indemnified party shall have the right to retain its own counsel, with the fees
and expenses to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party would be
inappropriate due to actual or potential conflict of interests between such
indemnified party and any other party represented by such counsel in such proceeding.  The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this
Section 7, but the omission so to deliver written notice to the
indemnifying party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 7.


 


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(e)           Contribution.  If the indemnification provided for in this
Section 7 is held by a court of competent jurisdiction to be unavailable
to an indemnified party with respect to any loss, liability, claim, damage or
expense referred to herein, then the indemnifying party, in lieu of
indemnifying the indemnified party, shall contribute to the amount paid or
payable by such indemnified party with respect to such loss, liability, claim,
damage or expense in the proportion that is appropriate to reflect the relative
fault of the indemnifying party and the indemnified party in connection with
the statements or omissions that resulted in such loss, liability, claim,
damage or expense, as well as any other relevant equitable considerations. The
relative fault of the indemnifying party and the indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of material fact or the omission or alleged omission to state
a material fact relates to information supplied by the indemnifying party or by
the indemnified party, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or
omission.  In any such case, (A) no
such Holder will be required to contribute any amount in excess of the public
offering price of all such Registrable Securities offered and sold by such
Holder pursuant to such registration statement; and (B) no person or
entity guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) will be entitled to contribution from
any person or entity who was not guilty of such fraudulent misrepresentation.


(f)            Conflict with Underwriting
Agreement. 
Notwithstanding the foregoing, to the extent that the provisions on
indemnification and contribution contained in the underwriting agreement
entered into in connection with the underwritten public offering are in
conflict with the foregoing provisions, the provisions in the underwriting agreement
will control.


(g)           Survival.  The obligations of the Company and Holders
under this Section 7 shall survive the completion of any offering of
Registrable Securities in a registration statement, and otherwise.


8.             Miscellaneous


8.1          Rule 144 Reporting.  With a view to making available the benefits
of certain rules and regulations of the Commission which may at any time permit
the sale of the Registrable Securities to the public without registration,
after such time as a public market exists for the Common Stock of the Company,
the Company agrees to:


(a)           Make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act, at all
times after the effective date of the first registration under the Securities
Act filed by the Company for an offering of its securities to the general
public;


(b)           Use reasonable, diligent efforts to file with the
Commission in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act (at any time after it has
become subject to such reporting requirements); and


 


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(c)           So long as a Holder owns any Registrable Securities, to
furnish to the Holder forthwith upon request a written statement by the Company
as to its compliance with the reporting requirements of said Rule 144 (at
any time after ninety (90) days after the effective date of the first
registration statement filed by the Company for an offering of its securities
to the general public), and of the Securities Act and the Exchange Act (at any
time after it has become subject to the reporting requirements of the Exchange
Act), a copy of the most recent annual or quarterly report of the Company, and
such other reports and documents of the Company as a Holder may reasonably
request in availing itself of any rule or regulation of the Commission allowing
a Holder to sell any such securities without registration (at any time after
the Company has become subject to the reporting requirements of the Exchange
Act).


8.2          Termination of the Company’s Obligations.  This Agreement shall terminate at such time
as there are no Registrable Securities outstanding.


8.3          Assignment.  Notwithstanding anything herein to the
contrary, the registration rights of a Holder may be assigned only to a party
(i) who acquires shares of Gateway Common, Gateway Preferred and/or Conversion
Stock equal to twenty-five (25%) of the total number of shares of the Gateway
Common and the Gateway Preferred issued to Gateway at the Closing (as defined
in the Purchase Agreement) of the transactions contemplated by the Purchase
Agreement, treating the Gateway Preferred for such purpose as if it had been
converted to Common Stock in accordance with the terms thereof, and in each
case as adjusted for stock splits, stock combinations, stock dividends and the
like, or (ii) who is an affiliate, subsidiary, parent or partner of a Holder; provided,
however that no party may be assigned any of the foregoing rights unless
the Company is given written notice by the assigning party at the time of such
assignment stating the name and address of the assignee and identifying the
securities of the Company as to which the rights in question are being
assigned; and provided  further that any such assignee shall
receive such assigned rights subject to all the terms and conditions of this
Agreement, including without limitation the provisions of this
Section 8.3.


8.4          Amendments and
Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given,
unless the same shall be in writing and signed by the Company and Holders
holding at least 51% of the then outstanding Registrable Securities.  Notwithstanding the foregoing, a waiver or
consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders and that does not directly or
indirectly affect the rights of other Holders may be given by Holders of all of
the Registrable Securities to which such waiver or consent relates; provided,
however, that the provisions of this sentence may not be amended,
modified, or supplemented except in accordance with the provisions of the
immediately preceding sentence.


8.5          Prior
Registration Rights Agreements.  This
Agreement, and the registration rights granted to Holder, shall be subject to
any limitations and conditions set forth in registration rights agreements entered
into by the Company prior to the date hereof.


 


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8.6          Notices. Any and all
notices or other communications or deliveries required or permitted to be
provided hereunder shall be delivered as set forth in the Purchase Agreement.


8.7          Execution and
Counterparts.  This Agreement 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.


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


8.9          Cumulative Remedies. The remedies
provided herein are cumulative and not exclusive of any other remedies provided
by law.


8.10        Severability. If any term,
provision, covenant or restriction of this Agreement 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.


8.11        Independent
Nature of Holders’ Obligations and Rights.  The obligations of each Holder hereunder are
several and not joint with the obligations of any other Holder hereunder, and
no Holder shall be responsible in any way for the performance of the
obligations of any other Holder hereunder. 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
Agreement. Each Holder shall be entitled to protect and enforce its rights,
including without limitation the rights arising out of this 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 Registration Rights Agreement as of the date first written
above.


	
  MPC
  CORPORATION 

  	
   

  	
  GATEWAY
  CORPORATION  

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Curtis Akey 

  	
   

  	
  By:

  	
  /s/
  John Goldsberry

  
	
  Name:
  Curtis Akey 

  	
   

  	
  Name:
  John Goldsberry 

  
	
  Title:
  Chief Financial Officer, Secretary

  	
   

  	
  Title:
  SVP & CFO

  



 


 


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