## **Exhibit4.2**

## **REGISTRATION RIGHTSAGREEMENT**

                This **REGISTRATION RIGHTS AGREEMENT**(“**Agreement**”) is made and enteredinto as of October 1, 2007, between **MPCCORPORATION**, a Colorado corporation (“**Company**”),and **GATEWAY, INC.**, aDelaware corporation (“**Gateway**”).

**RECITALS**

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

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

**AGREEMENT**

The Company and Gatewayhereby agree as follows:

**                1.             Definitions**

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

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

“**CommonStock**” shall mean the common stock of the Company, no par value.

“**ConversionStock**” shall mean the shares of the Company’s Common Stockissued or issuable pursuant to conversion of the Gateway Preferred, and shallinclude any shares of Common Stock of the Company issued (or issuable upon theconversion 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 inreplacement of any such shares of the Company’s Common Stock or any shares ofthe Gateway Preferred, including, without limitation, in connection with anystock split, stock dividend, recapitalization or similar event.

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

 

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

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

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

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

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

“**PermittedTransferee**” shall mean any holder of Registrable Securities,other than any such holder that receives such Registrable Securities inviolation 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 registrationstatement in compliance with the Securities Act, and the declaration orordering of effectiveness of such registration statement.

“**Registrable Securities**” shall meanall 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 whichrights under this Agreement are not assigned in accordance with this Agreementor any Registrable Securities with respect to which the Holders are no longerentitled to registration rights pursuant to this Agreement. As to anyparticular Registrable Securities, once issued, such Registrable Securitiesshall cease to be Registrable Securities when (w) a registration statement withrespect to the sale by the Holders of such securities has become effectiveunder the Securities Act and such securities have been disposed of inaccordance with such registration statement, (x) such securities have been soldunder circumstances in which all of the applicable conditions to Rule 144 (orany successor provision) under the Securities Act are met, or (y) suchsecurities have ceased to be outstanding.

 

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

“**RegistrationStatements**” shall mean the registration statements required tobe filed hereunder including in each case the prospectus, amendments andsupplements to such registration statement or prospectus, including pre- andpost-effective amendments, all exhibits thereto, and all material incorporatedby reference or deemed to be incorporated by reference in such registrationstatement.

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

**2.             Demand Registration.**

(a)           **Request by Holders**.  At any time after expiration of theRestriction Period as set forth in the Lock-Up Agreement, if the Company shallreceive a written request from the Holders of at least forty percent (40%) ofthe Registrable Securities Then Outstanding that the Company file aregistration statement under the Securities Act covering the registration ofRegistrable Securities pursuant to this Section 2, then the Company shall,within twenty (20) days after the receipt of such written request, give writtennotice of such request (the “**Request Notice**”) to all Holders, and effect, as soon aspracticable, the registration under the Securities Act of all RegistrableSecurities which Holders request to be registered and included in suchregistration by written notice given by such Holders to the Company within twenty (20) days after receipt of theRequest Notice, subject only to the limitations of this Section; providedthat the Registrable Securities requested by all Holders to be registeredpursuant to such request must equal or exceed twenty-five (25%) of the totalnumber of shares of the Company’s Common Stock and the Gateway Preferred issuedto Gateway at the Closing (as defined in the Purchase Agreement) of thetransactions contemplated by the Purchase Agreement, treating the GatewayPreferred for such purpose as if it had been converted to Common Stock inaccordance with the terms thereof, and in each case as adjusted for stocksplits, stock combinations, stock dividends and the like.

(b)           **Underwriting**.  If the Holders initiating the registrationrequest under this Section 2 (the “**Initiating Holders**”) intend todistribute the Registrable Securities covered by their request by means of anunderwriting, then they shall so advise the Company as a part of their requestmade pursuant to this Section 2 and the Company shall include suchinformation in the written notice referred to in subsection 2(a).  In such event, the right of any Holder toinclude his, her, or its Registrable Securities in such registration shall beconditioned upon such Holder’s participation in such underwriting and theinclusion of such Holder’s Registrable Securities in the underwriting (unlessotherwise mutually agreed by a majority in interest of the Initiating Holdersand such Holder) to the extent provided herein. All Holders proposing to distribute their securities

 

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through such underwriting shall enter into anunderwriting agreement in reasonable and customary form with the managingunderwriter or underwriters selected for such underwriting by the Company.  TheCompany shall not be required to include any securities of any Holder in suchunderwriting unless such Holder accepts reasonable and customary terms for theunderwriting as agreed upon between the Company and the underwriters selectedby the Company and enters into an underwriting agreement in reasonable andcustomary form with the underwriter or underwriters selected by the Company.  Notwithstanding any other provision of thisSection 2, if the underwriter(s) advise(s) the Company in writing thatmarketing factors require a limitation of the number of securities to beunderwritten then the Company shall so advise all Holders of RegistrableSecurities that would otherwise be registered and underwritten pursuant hereto,and the number of Registrable Securities that may be included in theunderwriting shall be reduced as required by the underwriter(s) and allocatedamong the Holders of Registrable Securities on a pro rata basis according tothe number of Registrable Securities Then Outstanding held by each Holderrequesting registration (including the Initiating Holders); provided, however,that the number of shares of Registrable Securities to be included in suchunderwriting and registration shall not be reduced unless all other securitiesof the Company are first entirely excluded from the underwriting andregistration.  Any Registrable Securitiesexcluded and withdrawn from such underwriting shall be withdrawn from theregistration.

(c)           **MaximumNumber 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 thisSection 2 unless both:

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

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

 

(d)           **Deferral; Postponements;Suspensions**.

1.             Ifat the time of any request to register Registrable Securities pursuant to thisSection 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 registeredpublic offering as to which the Holders may include Registrable Securitiesunder this Agreement, then the Company may at its option direct that suchrequest be delayed for a period not in excess of ninety (90) days from theearlier of the effective date of such offering or the date of commencement ofsuch other material activity, provided that in no event shall such right todelay a request to be exercised by the Company more than once in any one-yearperiod.

2.             Ifthe Board of Directors of the Company, in its good faith and reasonablejudgment, determines that any registration under the Securities Act ofRegistrable Securities should not be made or continued because it wouldmaterially interfere with any material financing, acquisition, corporationreorganization, merger, or other transaction involving the Company or any ofits subsidiaries (a “Valid Business Reason”), (i) the Company may postpone filinga Registration Statement until such Valid Business Reason no longer exists, butin no event for more than ninety (90) days, and (ii) in case a RegistrationStatement has been filed, if the Valid Business Reason has not resulted fromactions taken by the Company, the Company may postpone amending orsupplementing such Registration Statement until such Valid Business Reason nolonger exists, but in no event for more than ninety (90) days (the“Postponement Period”); provided, however, that in no event shall the Companybe permitted to postpone filing, amending or supplementing a RegistrationStatement within sixty (60) days after the expiration of any PostponementPeriod.

Notwithstanding the foregoing, if the Companyshall furnish to Holders requesting the filing of a registration statementpursuant to this Section 2, a certificate signed by the President or ChiefExecutive Officer of the Company stating that in the good faith judgment of theBoard of Directors of the Company, it would be seriously detrimental to theCompany and its stockholders for such registration statement to be filed and itis therefore essential to defer the filing of such registration statement, thenthe Company shall have the right to defer such filing for a period of not morethan ninety (90) days after receipt of the request of the Initiating Holders.

 

(e)           **Expenses**.  All expenses incurred in connection with aregistration pursuant to this Section 2, including without limitation allregistration and qualification fees, printers’ and accounting fees, fees anddisbursements 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 notbe counsel for the Company (but excluding underwriters’ discounts andcommissions), shall be borne by the Company. Each Holder participating in a registration pursuant to thisSection 2 shall bear such Holder’s proportionate share (based on thenumber of shares sold by such Holder over the total number of shares included in such registration at thetime it is declared effective) of all discounts, commissions or otheramounts payable to underwriters or brokers in connection with suchoffering.  Notwithstanding the foregoing,the Company shall not be required to pay for any expenses of any demandregistration proceeding begun pursuant to this Section 2 if theregistration request is subsequently withdrawn at the request of the Holders ofa majority of the Registrable Securities to be registered unless, at the timeof such withdrawal, the withdrawing Holders have learned of a material adversechange in the 

 

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

**3.             Piggyback Registrations**.

(a)           TheCompany shall notify all Holders of Registrable Securities in writing at leastthirty (30) days prior to filing any registration statement, at any time afterthe expiration of the Restriction Period as set forth in the Lock-Up Agreement,under the Securities Act for purposes of effecting a public offering ofsecurities of the Company (including, but not limited to, registrationstatements relating to secondary offerings of securities of the Company, but excludingregistration statements relating to any registration required of Company underthis Agreement or to any employee benefit plan or a corporate reorganization orother transaction covered by Rule 145 promulgated under the SecuritiesAct, or a registration on any registration form which does not permit secondarysales or does not include substantially the same information as would berequired to be included in a registration statement covering the sale ofRegistrable Securities,) and will afford each such Holder an opportunity toinclude in such registration statement all or any part of the RegistrableSecurities then held by such Holder. Each Holder desiring to include in any such registration statement allor any part of the Registrable Securities held by such Holder shall, withintwenty (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 Companyof the number of Registrable Securities such Holder wishes to include in suchregistration statement.  If a Holderdecides not to include all of its Registrable Securities in any registrationstatement thereafter filed by the Company, such Holder shall neverthelesscontinue to have the right to include any Registrable Securities in anysubsequent registration statement or registration statements as may be filed bythe Company with respect to offerings of its securities, all upon the terms andconditions set forth herein.

(b)**           Underwriting**.  If a registration statement under which theCompany 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’sRegistrable Securities to be included in a registration pursuant to this Section 3shall be conditioned upon such Holder’s participation in such underwriting andthe inclusion of such Holder’s Registrable Securities in the underwriting tothe extent provided herein.  All Holdersproposing to distribute their Registrable Securities through such underwritingshall enter into an underwriting agreement in reasonable and customary formwith the managing underwriter or underwriter(s) selected for suchunderwriting.  Notwithstanding any otherprovision of this Agreement, if the managing underwriter determine(s) in goodfaith that marketing factors require a limitation of the number of shares to beunderwritten, then the managing underwriter(s) may exclude shares (includingRegistrable Securities) from the registration and the underwriting, and thenumber of shares that may be included in the registration and the underwritingshall be allocated, first, to the Company, second to Holdersrequesting inclusion of Registrable Securities in such registration statementon a pro rata basis based on the number of such Registrable Securities eachsuch 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 thetotal 

 

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number of Registrable Securities then held by each such Holder;****providedhowever, that the right of theunderwriters to exclude shares (including Registrable Securities) from theregistration and underwriting as described above shall be restricted so that thenumber of Registrable Securities included in any such registration is notreduced 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 anysuch underwriting, such Holder may elect to withdraw therefrom by writtennotice, given in accordance with Section 6.1 hereof, to the Company andthe underwriter, delivered at least twenty (20) days prior to the effectivedate of the registration statement.  AnyRegistrable Securities excluded or withdrawn from such underwriting shall beexcluded 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 familymembers of any such partners and retired partners and any trusts for thebenefit 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 bebased upon the aggregate amount of shares carrying registration rights owned byall entities and individuals included in such “Holder,” as defined in thissentence.

(c)           **Expenses**.  All expenses incurred in connection with aregistration pursuant to this Section 3, including without limitation allregistration and qualification fees, printers’ and accounting fees, fees anddisbursements 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 notbe counsel for the Company (but excluding underwriters’ discounts andcommissions), shall be borne by the Company. Each Holder participating in a registration pursuant to thisSection 3 shall bear such Holder’s proportionate share (based on thenumber of shares sold by such Holder over the total number of shares included in such registration at thetime it goes effective) of all discounts, commissions or other amountspayable to underwriters or brokers in connection with such offering.

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

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

 

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(b)           Prepare and file with the SEC such amendments andsupplements to such registration statement and the prospectus used inconnection with such registration statement as may be necessary to comply withthe provisions of the Securities Act with respect to the disposition of allsecurities covered by such registration statement.

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

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

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

(f)            Furnishto each registering Holder and to each underwriter, if any, a signedcounterpart, addressed to such Holder or underwriter, of (i) an opinion oropinions of counsel to the Company and (ii) a comfort letter or comfortletters from the Company’s independent public accountants, each in customaryform and covering such matters of the kind customarily covered by opinions orcomfort letters, as the case may be, as a majority of such Holders or themanaging underwriter therefor reasonably requests.

(g)           Notify each Holder of Registrable Securities covered bysuch registration statement at any time when a prospectus relating thereto isrequired to be delivered under the Securities Act of the happening of any eventas a result of which the prospectus included in such registration statement, asthen in effect, includes an untrue statement of a material fact or omits tostate a material fact required to be stated therein or necessary to make thestatements therein not misleading in the light of the circumstances thenexisting.

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

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

(j)            Uponexecution of confidentiality agreements in form and substance reasonablysatisfactory to the Company, make available for inspection by any Holder andany 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 andproperties of the Company (collectively, the “**Records**”)as shall be reasonably necessary or desirable to enable them to exercise theirdue diligence responsibilities, and cause the Company’s officers, directors andemployees to supply all information reasonably requested by any Inspectors inconnection with such registration statement. Records that the Company determines, in good faith, to be confidentialand that it notifies the Inspectors are confidential shall not be disclosed bythe Inspectors unless (i) the disclosure of such Records is necessary toavoid or correct a misstatement or omission in such registration statement or(ii) the release of such Records is ordered pursuant to a subpoena orother order from a court of competent jurisdiction.  Each Holder agrees that information obtainedby it as a result of such inspections shall be deemed confidential.  Each Holder further agrees that, uponlearning that disclosure of such Records is sought in a court of competentjurisdiction, it shall give notice to the Company and allow the Company, at itsexpense, to undertake appropriate action to prevent disclosure of the Recordsdeemed confidential.

(k)           Notwithstandingany other provision of this Agreement, from and after the time a registrationstatement filed under this Section covering Registrable Securities is declaredeffective, the Company shall have the right to suspend the registrationstatement and the related prospectus in order to, in the good faith andreasonable judgment of the Board of Directors of the Company, prevent prematuredisclosure of any material non-public information that, if disclosed at suchtime, would be materially harmful to the interests of the Company and itsstockholders by delivering notice of such suspension to the Holders, provided, however, that the Companymay exercise the right to such suspension only once in any 12-month period andfor a period not to exceed 90 days, and provided, however, further that duringany such period all executive officers and directors of the Company are alsoprohibited from selling securities of the Company (or any security of any ofthe 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 relatedprospectus for resale of any Registrable Security until the earlier of (1)notice from the Company that such suspension has been lifted or (2) the 90thday following the giving of the notice of suspension.  In the event of the suspension ofeffectiveness of any registration statement pursuant to this paragraph, theapplicable time period during which such registration statement is to remaineffective shall be extended by that number of days equal to the number of daysthe effectiveness of such registration statement was suspended.

5.             **Furnish Information**.  It shall be a condition precedent to theobligations of the Company to take any action pursuant to Sections 2 or 3that the selling Holders shall furnish to the Company such informationregarding themselves, the Registrable Securities held by them, and the intendedmethod of disposition of such securities as shall be reasonably required totimely effect the registration of their Registrable Securities.

6.             **Delay of Registration**.  No Holder shall have any right to obtain orseek an injunction restraining or otherwise delaying any such registration asthe result of any controversy that might arise with respect to theinterpretation or implementation of this Agreement.

 

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

(a)           **By the Company**.  To the extent permitted by law, the Companywill indemnify and hold harmless each Holder, the partners, officers anddirectors of each Holder, any underwriter (as defined in the Securities Act)for such Holder and each person, if any, who controls such Holder orunderwriter 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 whichthey may become subject under the Securities Act, the Exchange Act or otherfederal 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 thefollowing statements, omissions or violations (the “**Violations**”):

1.             anyuntrue statement or alleged untrue statement of a material fact contained insuch registration statement, including any preliminary prospectus or finalprospectus contained therein or any amendments or supplements thereto; or

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

3.             anyviolation or alleged violation by the Company of the Securities Act, theExchange Act, any federal or state securities law or any rule or regulationpromulgated under the Securities Act, the Exchange Act or any federal or statesecurities law in connection with the offering covered by such registrationstatement.

(b)           TheCompany will reimburse each such Holder, partner, officer or director,underwriter or controlling person for any legal or other expenses reasonablyincurred by them as such expenses are incurred, in connection withinvestigating or defending any such loss, claim, damage, liability or action; providedhowever, that the indemnity agreement contained in thissubsection 7(a) shall not apply to amounts paid in settlement of any suchloss, claim, damage, liability or action if such settlement is effected withoutthe 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 basedupon a Violation which occurs in reliance upon and in conformity with writteninformation furnished expressly for use in connection with such registration bysuch Holder, partner, officer, director, underwriter or controlling person ofsuch Holder.  Notwithstanding theforegoing sentence, if at any time a Holder, partner, officer or director,underwriter or controlling person shall have requested that the Companyreimburse such person for legal or other expenses reasonably incurred, theCompany shall be liable for any settlement of any proceeding effected withoutits written consent if (i) such settlement is entered into more than 30 daysafter receipt by the Company of such request and (ii) the Company shall nothave reimbursed the indemnified person in accordance with such request prior tothe date of such settlement.

 

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(c)           **By Selling Holders**.  To the extent permitted by law, each sellingHolder 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, anyunderwriter and any other Holder selling securities under such registrationstatement or any of such other Holder’s partners, directors or officers or anyperson who controls such Holder within the meaning of the Securities Act or theExchange Act, against any losses, claims, damages or liabilities (joint orseveral) to which the Company or any such director, officer, controllingperson, underwriter or other such Holder, partner or director, officer orcontrolling person of such other Holder may become subject under the SecuritiesAct, 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 orare based upon any Violation, in each case to the extent (and only to theextent) that such Violation occurs in reliance upon and in conformity withwritten information furnished by such Holder expressly for use in connectionwith such registration.  Each such Holderwill reimburse any legal or other expenses reasonably incurred by the Companyor any such director, officer, controlling person, underwriter or other Holder,partner, officer, director or controlling person of such other Holder inconnection 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 notapply to amounts paid in settlement of any such loss, claim, damage, liabilityor action if such settlement is effected without the consent of the Holder,which consent shall not be unreasonably withheld; and providedfurther,that the total amounts payable in indemnity by a Holder under thisSection 7(b) in respect of any Violation shall not exceed the net proceedsreceived by such Holder in the registered offering out of which such Violationarises.

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

 

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(e)           **Contribution**.  If the indemnification provided for in thisSection 7 is held by a court of competent jurisdiction to be unavailableto an indemnified party with respect to any loss, liability, claim, damage orexpense referred to herein, then the indemnifying party, in lieu ofindemnifying the indemnified party, shall contribute to the amount paid orpayable by such indemnified party with respect to such loss, liability, claim,damage or expense in the proportion that is appropriate to reflect the relativefault of the indemnifying party and the indemnified party in connection withthe statements or omissions that resulted in such loss, liability, claim,damage or expense, as well as any other relevant equitable considerations. Therelative fault of the indemnifying party and the indemnified party shall bedetermined by reference to, among other things, whether the untrue or allegeduntrue statement of material fact or the omission or alleged omission to statea material fact relates to information supplied by the indemnifying party or bythe indemnified party, and the parties’ relative intent, knowledge, access toinformation and opportunity to correct or prevent such statement oromission.  In any such case, (A) nosuch Holder will be required to contribute any amount in excess of the publicoffering price of all such Registrable Securities offered and sold by suchHolder pursuant to such registration statement; and (B) no person orentity guilty of fraudulent misrepresentation (within the meaning ofSection 11(f) of the Securities Act) will be entitled to contribution fromany person or entity who was not guilty of such fraudulent misrepresentation.

(f)            **Conflict with UnderwritingAgreement**. Notwithstanding the foregoing, to the extent that the provisions onindemnification and contribution contained in the underwriting agreemententered into in connection with the underwritten public offering are inconflict with the foregoing provisions, the provisions in the underwriting agreementwill control.

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

**8.             Miscellaneous**

**8.1          Rule 144 Reporting**.  With a view to making available the benefitsof certain rules and regulations of the Commission which may at any time permitthe 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 termsare understood and defined in Rule 144 under the Securities Act, at alltimes after the effective date of the first registration under the SecuritiesAct filed by the Company for an offering of its securities to the generalpublic;

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

 

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

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

**8.3          Assignment**.  Notwithstanding anything herein to thecontrary, the registration rights of a Holder may be assigned only to a party(i) who acquires shares of Gateway Common, Gateway Preferred and/or ConversionStock equal to twenty-five (25%) of the total number of shares of the GatewayCommon and the Gateway Preferred issued to Gateway at the Closing (as definedin the Purchase Agreement) of the transactions contemplated by the PurchaseAgreement, treating the Gateway Preferred for such purpose as if it had beenconverted to Common Stock in accordance with the terms thereof, and in eachcase as adjusted for stock splits, stock combinations, stock dividends and thelike, 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 unlessthe Company is given written notice by the assigning party at the time of suchassignment stating the name and address of the assignee and identifying thesecurities of the Company as to which the rights in question are beingassigned; and providedfurther that any such assignee shallreceive such assigned rights subject to all the terms and conditions of thisAgreement, including without limitation the provisions of thisSection 8.3.

**8.4          Amendments andWaivers**. The provisions of this Agreement, including theprovisions of this sentence, may not be amended, modified or supplemented, andwaivers 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 Holdersholding at least 51% of the then outstanding Registrable Securities.  Notwithstanding the foregoing, a waiver orconsent to depart from the provisions hereof with respect to a matter thatrelates exclusively to the rights of Holders and that does not directly orindirectly affect the rights of other Holders may be given by Holders of all ofthe 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 theimmediately preceding sentence.

**8.5          PriorRegistration Rights Agreements**.  ThisAgreement, and the registration rights granted to Holder, shall be subject toany limitations and conditions set forth in registration rights agreements enteredinto by the Company prior to the date hereof.

 

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**8.6          Notices**. Any and allnotices or other communications or deliveries required or permitted to beprovided hereunder shall be delivered as set forth in the Purchase Agreement.

**8.7          Execution andCounterparts.**This Agreement may be executed in two or morecounterparts, all of which when taken together shall be considered one and thesame agreement and shall become effective when counterparts have been signed byeach party and delivered to the other party, it being understood that bothparties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmissionor by e-mail delivery of a “.pdf” format data file, such signature shall createa valid and binding obligation of the party executing (or on whose behalf suchsignature 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 theprovisions of the Purchase Agreement.

**8.9          Cumulative Remedies**. The remediesprovided herein are cumulative and not exclusive of any other remedies providedby law.

**8.10        Severability**. If any term,provision, covenant or restriction of this Agreement is held by a court ofcompetent jurisdiction to be invalid, illegal, void or unenforceable, theremainder of the terms, provisions, covenants and restrictions set forth hereinshall remain in full force and effect and shall in no way be affected, impairedor invalidated, and the parties hereto shall use their commercially reasonableefforts to find and employ an alternative means to achieve the same orsubstantially the same result as that contemplated by such term, provision,covenant or restriction. It is hereby stipulated and declared to be theintention of the parties that they would have executed the remaining terms,provisions, covenants and restrictions without including any of such that maybe hereafter declared invalid, illegal, void or unenforceable.

**8.11        IndependentNature of Holders’ Obligations and Rights**.  The obligations of each Holder hereunder areseveral and not joint with the obligations of any other Holder hereunder, andno Holder shall be responsible in any way for the performance of theobligations of any other Holder hereunder. Nothing contained herein or in anyother agreement or document delivered at any closing, and no action taken byany Holder pursuant hereto or thereto, shall be deemed to constitute theHolders as a partnership, an association, a joint venture or any other kind ofentity, or create a presumption that the Holders are in any way acting in concertwith respect to such obligations or the transactions contemplated by thisAgreement. Each Holder shall be entitled to protect and enforce its rights,including without limitation the rights arising out of this Agreement, and itshall not be necessary for any other Holder to be joined as an additional partyin any proceeding for such purpose.

 

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                IN WITNESS WHEREOF, the partieshave executed this Registration Rights Agreement as of the date first writtenabove.
| **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          |

 

 

[SIGNATURE PAGE OF HOLDERS FOLLOWS]

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