**Exhibit4.1**

 

October 1, 2007

 

 

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

 

Ladiesand Gentlemen:

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

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

In order to carry out the purpose and intentof this Letter Agreement, Gateway agrees that the Company shall instruct itstransfer agent (substantially in the form annexed here as Exhibit A) tostop transfer of the Company’s securities represented by all certificatesbeneficially owned by Gateway where such transfer would be in violation of thisLetter Agreement.  The Company herebyagrees that, as promptly as practicable following any request by Gateway toeffect a Permitted Transfer or a transfer of Securities following theexpiration of the Restriction Period, and in any event within five BusinessDays of such request, it shall instruct its transfer agent to remove anyapplicable legends affixed to the Securities to be transferred, and shall causeits counsel to provide any opinions or confirmations required by its transferagent in connection therewith.

 

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

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

This Letter Agreement may not be amended orotherwise modified in any respect without the written consent of each of theCompany and Gateway.  This letteragreement shall be construed and interpreted according to the internal laws ofthe State of Delaware, excluding any choice of law rules that may direct theapplication of the laws of a jurisdiction other than Delaware.   Gateway hereby irrevocably submits to theexclusive jurisdiction of the state and federal courts sitting in Delaware forthe adjudication of any dispute hereunder or in connection herewith or with anytransaction contemplated hereby or discussed herein, and hereby irrevocablywaives, and agrees not to assert in any suit, action or proceeding, any claimthat it is not personally subject to the jurisdiction of any such court, orthat such suit, action or proceeding is improper.  Gateway hereby irrevocably waives personalservice of process and consent to process being served in any such suit, actionor proceeding by receiving a copy thereof sent to the address in effect fornotices to it under the Purchase Agreement and agrees that such service shallconstitute good and sufficient service of process and notice thereof.  Gateway hereby waives any right to a trial byjury.  Nothing contained herein shall bedeemed to limit in any way any right to serve process in any manner permittedby law.

ThisLetter Agreement shall be binding on successors and assigns of Gateway withrespect to the Securities.

 

*** SIGNATURE PAGE FOLLOWS***

 

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This Letter Agreement may be executed in twoor more counterparts, all of which when taken together may be considered oneand the same agreement.

 
| **GATEWAY, INC.**     | **MPC CORPORATION**       |
|-----------------------|---------------------------|
|                  |                      |   |   |   |
|                  |                      |   |   |   |
|                  |                      |   |   |   |
| By:                   |  /s/ John Goldsberry |   | By: |  /s/ Curtis Akey |
| Name: John Goldsberry |                      | Name: Curtis Akey |
| Title: SVP & CFO  |                      | Title: Chief Financial  Officer, Secretary |

 

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**MPC Corporation**

906 E. Karcher Road

Nampa, Idaho 83687

 

**TRANSFER AGENT INSTRUCTIONS**

 

 

October           ,2007

 

[TRANSFERAGENT]

RE:                                 (the “Holder”)

Ladiesand Gentlemen:

Weenclose a copy of a fully executed Letter Agreement, dated October         ,2007 (the “Letter Agreement”) by and among MPC Corporation (the “Company”)and Gateway, Inc. (“Gateway”), wherein Gateway has agreed not to transfershares of the Company’s common stock (subject to certain exceptions) until the12 month anniversary of the Letter Agreement.

Thisletter shall serve as our irrevocable authorization and direction to you and toany successor transfer agent to place a notation in your records that allshares of our common stock held of record by Gateway are subject to this LetterAgreement.

Youmay remove the legend and release the shares from these contractualrestrictions at such time as you receive (x) written confirmation from counselto the Company that the 12 month anniversary of the Letter Agreement haspassed, (y) a written opinion of counsel to the Company that a transfer isexempt from the restrictions of the Letter Agreement, provided that suchopinion is accompanied by a Letter Agreement executed by the proposedtransferee or (z) written instructions to do so from the Company and Gateway.

Theseinstructions shall be binding upon each and every successor transfer agent andyou agree to provide a copy of this instruction to any successor transfer agentupon your replacement.

 

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

Very truly yours,

**MPCCORPORATION**

 
| By:                                        |   |   |
|--------------------------------------------|--------|--------|
| Name:  Curtis Akey                         |
| Title:  Chief Financial Officer, Secretary |

 

ACKNOWLEDGED AND AGREED:

**[transfer agent]**

 

By:                                                                                                    

Name:                                                                                               

Title:                                                                                                 

Date:                                                                                                 

 

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