**Exhibit 4.5**

 

## **AMENDMENT NO. 1**

**TO**

## **REGISTRATION RIGHTS AGREEMENT**

## ** **

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

 

RECITALS

 

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

 

**WHEREAS**,the Company issued those certain Debentures pursuant to the Securities PurchaseAgreement, dated September 6, 2006 between the Company and the Purchaserslisted therein;

 

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

 

**WHEREAS,**the parties hereto desire to amend the Registration Rights Agreement such thatregistration and other rights applicable to shares of Common Stock issuableupon conversion of the Debentures apply equally to the shares of Common Stockissuable on conversion of the Series A Preferred Stock;

 

**WHEREAS**,the Qualified Purchasers have the power to amend the Registration RightsAgreement pursuant to its terms;

 

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

 

**NOW, THEREFORE**, theparties hereto, in consideration of the premises and their mutual covenants andagreements herein set forth and intending to be legally bound hereby, covenantand agree as follows:

 

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

 

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

 

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““Series APreferred Stock” means the Series A Convertible Preferred Stock, no parvalue, of the Company.”

 

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

 

““RegistrableSecurities” means (i) all of the shares of Common Stock issuable uponconversion in full of the Debentures, (ii) all shares issuable as interest orprincipal on the Debentures assuming all permissible interest or principalpayments are made in shares of Common Stock and the Debentures are held untilmaturity, (iii) all Warrant Shares, (iv) all of the shares of Common Stockissuable upon conversion in full of any Series A Preferred Stock held by aHolder, (v) any additional shares issuable in connection with any anti-dilutionprovisions in the Debentures or the Warrants or relating to the Series APreferred Stock (in each case, without giving effect to any limitations onconversion set forth in the Debenture or the Amended and Restated Articles ofIncorporation of the Company, as amended, or limitations on exercise set forthin the Warrant) and (vi) any securities issued or issuable upon any stocksplit, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

 

(c)           The last clause of thefirst sentence of Section 2(b), beginning with “equal to 1.5% of the aggregatepurchase price,”  shall be deleted andreplaced in its entirety with the following:

 

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

 

2.             Miscellaneous.

 

(a)           Execution and Counterparts. ThisAmendment may be executed in two or more counterparts, all of which when takentogether shall be considered one and the same agreement and shall becomeeffective when counterparts have been signed by each party and delivered to theother party, it being understood that both parties need not sign the samecounterpart. In the event that any signature is delivered by facsimiletransmission or by e-mail delivery of a “.pdf” format data file, such signatureshall create a valid and binding obligation of the party executing (or on whosebehalf such signature is executed) with the same force and effect as if suchfacsimile or “.pdf” signature page were an original thereof.

 

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

 

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(c)           Severability. If any term,provision, covenant or restriction of this Amendment is held by a court 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.

 

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

 

(e)           IndependentNature of Holders’ Obligations and Rights. The obligations of each Holderhereunder and under the Registration Rights Agreement are several and not jointwith the obligations of any other Holder hereunder or thereunder, and no Holdershall be responsible in any way for the performance of the obligations of anyother Holder hereunder or thereunder. Nothing contained herein or in any otheragreement or document delivered at any closing, and no action taken by anyHolder pursuant hereto or thereto, shall be deemed to constitute the Holders asa partnership, an association, a joint venture or any other kind of entity, orcreate a presumption that the Holders are in any way acting in concert withrespect to such obligations or the transactions contemplated by this Amendmentor the Registration Rights Agreement. Each Holder shall be entitled toindependently protect and enforce its rights, including without limitation therights arising out of this Amendment and the Registration Rights Agreement, andit shall not be necessary for any other Holder to be joined as an additionalparty in any proceeding for such purpose.

 

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

 
|   | **MPC CORPORATION** |
|--------|---------------------|
|   |                |
|   |                |
|   | By:                 | /s/ John P. Yeros |   |
|   |                | Name: John P. Yeros |
|   |                | Title: CEO |

 

 

[SIGNATURE PAGE OF HOLDERS FOLLOWS]

 

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 [SIGNATURE PAGE OF HOLDERS TO AM. NO. 1 TO HCORRA]

 

Name of Holder: Crestview Capital Master, LLC

 

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

 
|   | Its: Sole Manager             |
|--------|-------------------------------|
|   |                          |
|   |   /s/ Stewart Flink |   |
|   | By: Stewart Flink             |
|   | One of its Managers           |
|   |                          |

 

Name of Authorized Signatory: See above

 

Title of Authorized Signatory: See Above

 

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

 

 

[SIGNATURE PAGES CONTINUE]

 

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 [SIGNATURE PAGE OF HOLDERS TO AM. NO. 1 TO HCORRA]

 

Name of Holder: TOIBB Investment LLC “TILLC”

 
| *Signature of Authorized Signatory of Holder*: | /s/ Harris Toibb |   |
|------------------------------------------------|------------------|--------|

 

Name of Authorized Signatory: Harris Toibb

 

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

 

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

 

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