ASSET PURCHASE AGREEMENT

Asset Purchase Agreement

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This Asset Purchase Agreement involves

MPC CORP | Gateway Companies, Inc | Gateway Pro Partners, LLC | Gateway Professional, LLC | GATEWAY TECHNOLOGIES, INC | GATEWAY, INC | MPC CORPORATION | MPC-PRO, LLC | Seller and Quanta Computer Inc | Transferred Organization

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Title: ASSET PURCHASE AGREEMENT
Governing Law: Delaware Date: 9/6/2007
Industry: Software and Programming Law Firm: Davis Polk;Holland Hart Sector: Technology

Exhibit 2.1

ASSET PURCHASE AGREEMENT

by and among

MPC CORPORATION,

MPC-PRO, LLC,

GATEWAY, INC.

and

GATEWAY TECHNOLOGIES, INC.

September 4, 2007

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TABLE OF CONTENTS

PAGE

ARTICLE 1

PURCHASE AND SALE OF ASSETS

Section 1.01. Purchased Assets	2
Section 1.02. Excluded Assets	4

ARTICLE 2

ASSUMPTION OF LIABILITIES

Section 2.01. Liabilities to be Assumed	5
Section 2.02. Liabilities Not to be Assumed	7
Section 2.03. Credit Support for Warranty Liabilities	7

ARTICLE 3

EQUITY PURCHASE

Section 3.01. Purchase and Sale of GCI Stock		9
Section 3.02. Purchase and Sale of GP Membership Interest	10

ARTICLE 4

PURCHASE PRICE

Section 4.01. Purchase Price	10
Section 4.02. Determination of Net Inventory Minus Liabilities.		11
Section 4.03. Allocation of Purchase Price		13

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF SELLER

Section 5.01. Corporate Matters.	14
Section 5.02. Ownership of GCI	15
Section 5.03. Ownership of GCC	15
Section 5.04. Ownership of GP	15
Section 5.05. No Violation	16
Section 5.06. Financial Statements.	16
Section 5.07. Inventory	17
Section 5.08. Absence of Certain Changes	17
Section 5.09. No Litigation	18
Section 5.10. Compliance With Laws and Orders	18
Section 5.11. Title to Purchased Assets.	20

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Section 5.12. Transferred Contracts and Commitments	20
Section 5.13. Labor Matters	21
Section 5.14. Employee Benefit Plans	21
Section 5.15. Warranties; Product Liability	22
Section 5.16. Licensed Trade Rights	23
Section 5.17. Tax Matters	23
Section 5.18. Restrictive Documents and Territorial Restrictions	24
Section 5.19. Relationships	24
Section 5.20. Related Party Transactions	24
Section 5.21. No Insolvency	24
Section 5.22. Brokers or Finders	25
Section 5.23. Private Placement	25
Section 5.24. Purchase for Investment	25
Section 5.25. Inspections; No Other Representations	25
Section 5.26. SEC Filings and the Sarbanes-Oxley Act	25

ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF BUYER AND MPC

Section 6.01. Corporate Matters.	27
Section 6.02. Authority of MPC and Buyer	27
Section 6.03. No Violation	27
Section 6.04. Issuance of MPC Shares	28
Section 6.05. Capitalization	28
Section 6.06. SEC Filings and the Sarbanes-Oxley Act	28
Section 6.07. Financial Statements	29
Section 6.08. No Litigation	29
Section 6.09. No Undisclosed Material Liabilities	29
Section 6.10. Compliance with Laws and Orders	30
Section 6.11. Ownership of Buyer; No Prior Activities	31
Section 6.12. Private Placement	31
Section 6.13. Brokers or Finders	31
Section 6.14. Purchase for Investment	31
Section 6.15. Sufficient Cash	31
Section 6.16. Tax Matters	31
Section 6.17. Inspections; No Other Representations	31

ARTICLE 7

EMPLOYEES - EMPLOYEE BENEFITS

Section 7.01. Transferred Organization Employees; Affected Employees	32
Section 7.02. Reporting; Payroll Taxes; Commissions and Bonuses.	33
Section 7.03. Employee Benefit Plans.	34

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ARTICLE 8

ADDITIONAL COVENANTS

Section 8.01. Reasonable Efforts; Antitrust Filings	35
Section 8.02. Access to Information and Records	36
Section 8.03. Notices	37
Section 8.04. Conduct of Transferred Organization Pending the Closing	38
Section 8.05. Material Consents; Assignment of Transferred Contracts	39
Section 8.06. Financial Statements	39
Section 8.07. No Solicitation of Employees	39
Section 8.08. Control of Transferred Organization	40
Section 8.09. Public Announcements	40
Section 8.10. Non-Competition	40
Section 8.11. MPC Board Nominee	41
Section 8.12. Observer Rights	42
Section 8.13. Conversion of MPC Preferred Shares	43

ARTICLE 9

CONDITIONS PRECEDENT TO BUYER’S OBLIGATIONS

Section 9.01. Representations and Warranties True on the Closing Date	43
Section 9.02. Compliance with Agreement	43
Section 9.03. Absence of Litigation	43
Section 9.04. Compliance with Law	44
Section 9.05. HSR; Regulatory Approvals	44
Section 9.06. Material Consents	44
Section 9.07. Transition Services Agreement	44
Section 9.08. License of Seller Rights	44
Section 9.09. Lock-Up Agreement	44
Section 9.10. Resignation of Directors and Officers	44
Section 9.11. Agreements with Quanta	44

ARTICLE 10

CONDITIONS PRECEDENT TO SELLER’S OBLIGATIONS

Section 10.01. Representations and Warranties True on the Closing Date	45
Section 10.02. Compliance with Agreement	45
Section 10.03. Absence of Litigation	45
Section 10.04. Compliance with Law	45
Section 10.05. HSR; Regulatory Approvals	45
Section 10.06. MPC Capital	45
Section 10.07. Registration Rights	45
Section 10.08. Transition Services Agreement	46
Section 10.09. Intercreditor Agreement	46
Section 10.10. Purchase of Quanta’s Interest in GCC	46
Section 10.11. Section 338(h)(10) Election	46

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ARTICLE 11

SURVIVAL; INDEMNIFICATION

Section 11.01. Survival	46
Section 11.02. Indemnification by Seller	46
Section 11.03. Indemnification by MPC and Buyer	47
Section 11.04. Indemnification of Third-Party Claims	47
Section 11.05. Claims Procedure	48
Section 11.06. Limitations on Indemnification	49
Section 11.07. Purchase Price Adjustment	50
Section 11.08. Allocation of Taxes	50
Section 11.09. Exclusivity of Indemnification	51

ARTICLE 12

CLOSING

Section 12.01. Documents to be Delivered by Seller	51
Section 12.02. Documents to be Delivered by Buyer	52

ARTICLE 13

TERMINATION

Section 13.01. Right of Termination	53
Section 13.02. Termination for Breach	53

ARTICLE 14

POST-CLOSING COVENANTS

Section 14.01. Mutual Confidentiality Agreements.	54
Section 14.02. Tax Covenants	55
Section 14.03. Books and Records; Personnel	57
Section 14.04. Assignment of Contracts	57
Section 14.05. Certain Contracts Not Assigned	58
Section 14.06. Provisions Relating to Environmental Liabilities	58
Section 14.07. Reports	59

ARTICLE 15

RESOLUTION OF DISPUTES

Section 15.01. Nonbinding Mediation	60
Section 15.02. Mediator	60
Section 15.03. Procedures	60
Section 15.04. Fees and Costs	60
Section 15.05. Confidentiality	60
Section 15.06. Continued Performance	60

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Section 15.07. Tolling

ARTICLE 16

MISCELLANEOUS

Section 16.01. Schedules	61
Section 16.02. Further Assurance	61
Section 16.03. Disclosures and Announcements	61
Section 16.04. Assignment; Parties in Interest	61
Section 16.05. Governing Law; Exclusive Jurisdiction	62
Section 16.06. WAIVER OF JURY TRIAL	62
Section 16.07. Amendment and Waiver	62
Section 16.08. Notice	62
Section 16.09. Expenses	63
Section 16.10. Prevailing Party’s Attorneys’ Fees	64
Section 16.11. Entire Agreement	64
Section 16.12. Counterparts; Electronic Signatures; Third Party Beneficiaries	64
Section 16.13. Headings	65
Section 16.14. Severability	65

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SCHEDULES

Schedule 1.01(b)	—	Transferred Organization Inventory
Schedule 1.01(c)	—	Service and Replacement Parts Inventory
Schedule 1.01(d)	—	Transferred Organization Equipment and Transferred Software
Schedule 1.01(f)	—	Transferred Tooling
Schedule 1.01(h)	—	Assigned Licenses and Permits
Schedule 1.01(i)	—	Transferred Contracts
Schedule 2.01(a)	—	Warranty Obligations
Schedule 2.01(d)	—	Tooling Liabilities
Schedule 5.03	—	Ownership of GCC
Schedule 5.05	—	No Violation
Schedule 5.07	—	Inventory
Schedule 5.08	—	Absence of Certain Change
Schedule 5.09	—	No Litigation
Schedule 5.10	—	Compliance with Laws and Orders
Schedule 5.11	—	Title to Purchased Assets
Schedule 5.14	—	Employee Benefit Plans
Schedule 5.17	—	Tax Matters
Schedule 6.05	—	Capitalization
Schedule 6.08	—	No Litigation
Schedule 8.04	—	Material Changes
Schedule 9.06	—	Required Consents

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EXHIBITS

Exhibit A	Promissory Note
Exhibit B	Amendment to MPC’s Articles of Incorporation
Exhibit C	Agreed Accounting Principles
Exhibit D	Transition Services Agreement
Exhibit E	License Agreement
Exhibit F	Lock-Up Agreement
Exhibit G	Registration Rights Agreement
Exhibit H	Intercreditor Agreement
Exhibit I	Bill of Sale

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ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this “ Agreement ”) dated and effective as of September 4, 2007 (the “ Effective Date ”), by and between MPC CORPORATION , a Colorado corporation (“ MPC ”), MPC-PRO, LLC , a Delaware limited liability company (“ Buyer ”), GATEWAY, INC. , a Delaware corporation (“ Seller ”) and GATEWAY TECHNOLOGIES, INC. , a Delaware corporation (“ Gateway Technologies ”). Certain capitalized terms used herein shall have the meanings given to them in the Table of Definitions attached to this Agreement as Annex I , which is incorporated hereby.

RECITALS

A. Seller, through its Professional Division and that portion of its Consumer Direct Division that markets business-related products, is engaged in the sale, resale and marketing of desktop computer systems, laptops, servers, networking gear and other peripherals, and replacement parts with respect thereto to customers of the Professional Division and that portion of its Consumer Direct Division that markets business-related products (the “ Products ”), and, through portions of its Customer Care & Support department, the provision of technical services to such customers (collectively, and together with GCI and GP, the “ Transferred Organization ”). Seller will retain all other aspects of its business, including without limitation, its product development and operations departments, the remainder of its Customer Care & Support department and its consumer direct business, except for the portion of the Consumer Direct Division that is part of the Transferred Organization and the warranty liabilities transferred pursuant to this Agreement (“ Seller’s Retained Business ”).

B. Gateway Companies, Inc., a Delaware corporation (“ GCI ”) is a wholly-owned subsidiary of Seller. Seller owns all of the issued and outstanding common stock of GCI (the “ GCI Stock ”).

C. Seller and Quanta Computer Inc. (“ Quanta ”) have entered into a joint venture and formed Gateway Pro Partners, LLC, a Delaware limited liability company (“ GCC ”). GCI owns a sixty percent (60%) membership interest in GCC (the “ GCC Interest ”).

D. GCI owns 90% of the membership interest in Gateway Professional, LLC, a Delaware limited liability company (“ GP ”), and Gateway Technologies owns the remaining 10% of the membership interest in GP (together, the “ GP Interest ”).

E. Buyer desires to purchase and assume from Seller and its Affiliates, and Seller desires to sell and transfer to Buyer (i) certain assets and liabilities of Seller set forth herein associated with the Transferred Organization, (ii) the GCI

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Stock, (iii) the GCC Interest and (iv) the GP Interest, in each case on the terms and conditions set forth in this Agreement.

AGREEMENT

In consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions hereinafter set forth, and intending to be legally bound hereby, the parties hereto agree as follows.

ARTICLE 1

PURCHASE AND SALE OF ASSETS

Section 1.01 . Purchased Assets. Subject to the terms and conditions of this Agreement (including, without limitation, Section 1.02), Seller shall sell, transfer, convey, assign and deliver to Buyer, or shall cause to be sold, transferred, conveyed and delivered to Buyer, and Buyer shall purchase, assume and accept all of Seller’s and/or the relevant Transferred Subsidiary’s right, title and interest to, the following specified assets related to the Transferred Organization and GCC (collectively, the “ Purchased Assets ”) on the Closing Date, in each case as such assets exist as of the Closing Date:

(a) General Intangibles . The (i) customer lists, (ii) customer relationships, (iii) goodwill (other than goodwill that relates to the use of the Seller’s Trademarks, which shall be subject to the terms and conditions of the License Agreement) and (iv) other intangible rights which are, in the case of each of clauses (i) through (iv), related exclusively to the Transferred Organization.

(b) Owned Inventory . Such of the Seller’s or the Transferred Subsidiaries’ inventories of raw materials, work-in-process, finished goods, supplies, components, and related packaging materials held at GCC and the Tennessee BAX hub (together, the “ GCC Facilities ”) as are set forth in or otherwise described in Schedule 1.01(b) (the “ Transferred Organization Inventory ”); provided , however , that (i) Seller will be responsible for all delivery refusals and will own the inventory related to any such refusal when it comes back, (ii) Seller will be responsible for all returns of products sold prior to the Closing Date where such returns occur within 30 days after the Closing Date, and will similarly own the inventory associated with such returns and (iii) Seller will collect payment for and recognize revenue in respect of all products delivered to and held at a NSP Vendor prior to the Closing Date and will be responsible for completing delivery of such products from NSP Vendors to end-users. The parties acknowledge and agree that (x) a portion of the Transferred Organization Inventory shall be transferred from Seller to GCC immediately prior to the Closing Date and (y) the intracompany account payable from GCC to Seller that results from such transfer shall be cancelled as of the Closing Date, with the Note and other consideration payable to Seller pursuant to Article 4substituting therefor.

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(c) Service and Replacement Parts . Such of the service and replacement parts owned by the Seller or the Transferred Subsidiaries as are set forth in or otherwise described in Schedule1.01(c).

(d) Owned Personal Property . Such of the Seller’s or the Transferred Subsidiaries’ machinery, equipment, furniture, fixtures, work stations, supplies, telephone handsets, and the other personal property owned by Seller or one of the Transferred Subsidiaries and used primarily in the operation of the Transferred Organization to support the Transferred Organization Employees as is set forth in or otherwise described in Schedule1.01(d), but in all cases excluding (i) servers, switches, and other telephony equipment, (ii) tooling and (iii) any computer programs or other software that are not Assigned Software (together, the “ Transferred Organization Equipment ”).

(e) Computer Software . Subject to Section 14.04, such of the Seller’s or Transferred Subsidiaries’ rights in computer programs and other software as is set forth in or otherwise described in Schedule1.01(d), including all machine readable code, printed listings of code, documentation and related property and information, in each case to the extent (and only to the extent) that Seller has the right to effect the transfer of such computer programs and other software but specifically excluding the programs referred to as Order Capture 1.5, Order Capture 2.0 and Order Capture 2.4, (together, the “ Assigned Software ”).

(f) Tooling . Such of the Seller’s tooling for products that are unique to the Transferred Organization as is set forth in or otherwise described in Schedule1.01(f), in each case to the extent (and only to the extent) that Seller has the right to effect the transfer of such tooling.

(g) Books and Records . Subject to Section 14.01, the Seller’s records, files, invoices, customer lists, accounting records, business records, operating data and other data that in each case relate exclusively to the Transferred Organization (“ Books and Records ”).

(h) Licenses and Permits . Subject to obtaining all required third party consents and in each case to the extent (and only to the extent) that Seller has the right to effect the transfer thereof, such of the licenses, permits, approvals, authorizations and certifications of Government Entities held by Transferred Subsidiaries on the Closing Date as are set forth on Schedule Section 14.01 (the “ Licenses and Permits ”).

(i) Transferred Contracts . The customer, sales and other agreements set forth on or described in Schedule 1.01(i); provided that until the date that is 30 days after the Closing Date, Seller may update such list of contracts by adding those additional contracts of Seller that meet the criteria set forth in Schedule 1.01(i) (the “ Transferred Contracts ”).

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(j) GCC Assets . All assets of any type held by GCC on the Closing Date. For the avoidance of doubt, Buyer shall acquire such assets through its acquisition of the GCI Stock and not through any separate transfer of assets by Seller or any of its Subsidiaries.

Section 1.02 . Excluded Assets. Notwithstanding the provisions of Section 1.01, the “Purchased Assets” shall not include, and Seller shall not sell, transfer, assign, convey or deliver to Buyer, any of the Excluded Assets. The “ Excluded Assets ” means, as of the Closing Date:

(a) Retained Business Assets . All assets used or held for use in Seller’s Retained Business to the extent not specifically identified as a Purchased Asset under Section 1.01.

(b) Cash and Cash Equivalents . Cash and cash equivalents held by the Transferred Organization or by Seller or any of its Subsidiaries, except for cash and cash equivalents held by GCC on the Closing Date.

(c) Accounts Receivable . Accounts receivable held by the Transferred Organization or by Seller or any of its Subsidiaries other than GCC either (i) as of the Closing Date or (ii) in respect of shipments from GCC, Quanta or Arima that occurred prior to the Closing Date; provided , however , that (x) Seller will be responsible for all delivery refusals and will own the inventory related to any such refusal when it comes back, (y) Seller will be responsible for all returns for products sold prior to the Closing Date, which returns occur within 30 days after the Closing Date, and will similarly own the inventory associated with such returns and (z) Seller will be responsible for products held by any NSP Vendor on the Closing Date and will similarly recognize revenue and collect associated accounts receivable for such products when delivered from the NSP Vendor to the relevant customers.

(d) RPL Receivables . Accounts receivable for replacement parts, regardless of whether such accounts receivable are held by Seller, any of Seller’s Subsidiaries or the Transferred Organization.

(e) Customer Prepayments . Prepayments by customers of the Transferred Organization, regardless of the form of such prepayments or the manner in which held by Seller and its Subsidiaries prior to the Closing Date (the “ Customer Prepayments ”).

(f) IML Inventory . All inventory of Seller or any of its Subsidiaries held at Ingram Micro’s Logistics facility in Memphis, Tennessee.

(g) Information Technology and Software . All information technology systems, equipment, software, and related assets of Seller or any of its Subsidiaries other than the Transferred Organization Equipment and the Assigned Software.

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(h) Microsoft COAs . All software produced by Microsoft Corporation and certificates of authenticity for such software constituting inventory of Seller. For purposes of clarity, the Microsoft Corporation software and certificates of authenticity with respect to computer equipment constituting Transferred Organization Equipment is part of the Purchased Assets to the extent (and only to the extent) that Seller has the right to effect the transfer of such software and certificates of authenticity.

(i) Ordinary Course Sales . Any assets sold or otherwise disposed of in the ordinary course of business during the period from the date hereof until the Closing Date.

(j) Insurance Policies . Insurance policies relating to the Transferred Organization and all claims, credits, causes of action or rights thereunder.

(k) Certain Books and Records . All books, records, files and papers, whether in hard copy or computer format, prepared in connection with this Agreement or the transactions contemplated hereby and all minute books and corporate records of Seller and its Affiliates, other than the minute books and corporate records of the Transferred Subsidiaries.

ARTICLE 2

ASSUMPTION OF LIABILITIES

Section 2.01 . Liabilities to be Assumed. Subject to the terms and conditions of this Agreement, on the Closing Date, MPC and Buyer shall assume and agree to pay, perform and discharge when due the following, and only the following, Liabilities of Seller relating to the Transferred Organization and/or the relevant Transferred Subsidiary, whether arising before or after the Closing Date (collectively, the “ Assumed Liabilities ”):

(a) Warranty Liabilities . All warranty Liabilities of Seller or any of its Subsidiaries in respect of customers whose customer identification numbers are (1) set forth in Schedule 2.01(a), as delivered on the Effective Date, (2) added to Schedule 2.01(a) in connection with an update of such Schedule to add those customer identification numbers associated with those customers of the “Professional Division” covered by a “Lifetime Support” warranty, it being understood that such update shall be delivered within five Business Days after the Effective Date, (3) added to Schedule 2.01(a) in connection with an update of such Schedule as of the Closing Date as a result of sales to customers in the ordinary course of business (“ Recent Customers ”), it being understood that such update may be delivered up to 14 days after the Closing Date or (4) added to Schedule 2.01(a) after the Effective Date and prior to the one-year anniversary of the Closing Date in accordance with the provisions of this Section 2.01(a). The parties hereby acknowledge and agree that:

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(i) Seller may include on Schedule 2.01(a) the customer identification number of any customer of Seller or any of its Subsidiaries other than an Excluded Customer. For purposes of this Agreement, “ Excluded Customer ” shall mean any consumer customer who did not purchase a Professional Product from Seller’s Professional Division or its Consumer Direct Division prior to the Closing Date, as determined in accordance with the methodology set forth in Schedule 2.01(a); and

(ii) After the Effective Date and prior to the one-year anniversary of the Closing Date, Seller may supplement Schedule 2.01(a) with additional customer identification numbers for customers that are not Excluded Customers (each, an “ Additional Customer ”); provided , however , that the number of units held by Additional Customers shall not exceed two percent (2%) of the total number of units held by customers whose customer identification numbers were included on Schedule 2.01(a) as delivered on the Effective Date plus the total number of units held by Recent Customers included in any supplement(s) to Schedule 2.01(a) delivered in connection with an update of such Schedule as of the Closing Date (the “ Unit Cap ”). For the avoidance of doubt, Recent Customers will not be subject to or counted toward the Unit Cap, and only those Additional Customers added to Schedule 2.01(a) that are not Recent Customers shall be subject to the Unit Cap.

(b) Contractual Liabilities . All Liabilities that accrue or are to be performed after the Closing Date under and pursuant to the Transferred Contracts, but not including any Liability of Seller for any breach thereof by Seller, an Affiliate, or a predecessor-in-interest occurring before the Closing Date.

(c) Liabilities Related to Transferred Employees . All Liabilities and obligations associated with the Transferred Employees, except for (i) the portion of performance-based bonuses and sales commissions accrued by Seller as of the Closing Date for prior performance with the Seller and (ii) any liability arising out of any employment or compensation practice, violation of any employment laws, or any tort or contract liability of the Transferred Organization and/or any applicable Transferred Subsidiary occurring before the Closing Date (the “ Employee-Related Liabilities ”).

(d) Tooling Liabilities . All Liabilities related to the tooling equipment transferred to Buyer pursuant to Section 1.01(f) arising or payable after the Closing Date, in each case as determined in accordance with the methodology set forth in Schedule 2.01(d).

(e) Product Environmental Liabilities . All Liabilities that arise on account of Environmental Laws or Orders (“ Environmental Liabilities ”) relating to ownership, possession, sale, or disposal of the Products sold by the Transferred Organization and/or any applicable Transferred Subsidiary during the six-year period beginning five years prior to the Closing Date and ending one year after

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the Closing Date (the “ Covered Period ”), but excluding all Environmental Liabilities arising from ownership, occupancy, or operation of Seller’s facilities prior to the Closing Date. For purposes of this Agreement, to the extent that it cannot be determined whether Product Environmental Liabilities relate to Products sold during the Covered Period, MPC and Buyer shall assume and be responsible for the portion of such Product Environmental Liabilities equal to (i) the total amount of such Product Environmental Liabilities, multiplied by (ii) the number of units of Products sold during the Covered Period and divided by (iii) the total installed base of all products sold by Seller and its Affiliates using the Licensed Trade Rights, and Seller shall retain and be responsible for the remainder of such Product Environmental Liabilities. No Claim or other demand shall be brought by Seller under this Section 2.01(e) after the six (6) year anniversary of the Closing Date.

(f) GCC Liabilities . All Liabilities or obligations of GCC of any type on the Closing Date, including, for the avoidance of doubt, accounts payable and taxes arising or accruing before the Closing Date.

(g) Liabilities Related to Customer Prepayments . All Liabilities that accrue or are to be performed after the Closing Date with respect to Products or services that were the subject of Customer Prepayments.

Section 2.02 . Liabilities Not to be Assumed. Notwithstanding any other provision of this Agreement, Buyer is assuming only the Assumed Liabilities and is not assuming (a) any Liability of Seller relating to the portion of Seller’s Consumer Direct Division that is being retained by Seller or (a) any other liability or obligation of Seller of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations of the Transferred Organization, GCI or GP, including, but not limited to accounts payable and taxes arising or accruing before the Closing Date, shall be retained by and remain obligations and liabilities of Seller (all such liabilities and obligations not being assumed being herein referred to as the “ Excluded Liabilities ”).

Section 2.03 . Credit Support for Warranty Liabilities.

(a) In furtherance of MPC’s and Buyer’s assumption of the warranty Liabilities specified in Section 2.01(a), MPC covenants that on or before the date that is 120 days after the Closing Date it shall establish, and for three years thereafter it shall keep available to Seller, a letter of credit (the “ Letter of Credit ”) with a U.S. bank or federal savings and loan institution having a combined capital surplus in excess of $250,000,000, pursuant to which Seller shall have the right in the event of a Warranty Default or a Warranty Quality Shortfall to draw funds in accordance with this Section 2.03. The Letter of Credit shall provide Seller with the right to draw (i) up to $3,000,000 during that period beginning on the date that is 120 days after the Closing Date and ending two years after such date and (ii) up to $2,000,000 thereafter.

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(b) In the event of a Warranty Default or a Warranty Quality Shortfall, and only in such event, Seller shall have the right, in its sole discretion, to draw funds from the Letter of Credit and to provide quality warranty support to the customers of the Transferred Organization and GCC that is equivalent to or better than the warranty support provided to MPC customers as of the Closing Date. For the avoidance of doubt, Seller shall only have the right to draw funds from the Letter of Credit after providing written notice to MPC of a failure to pay, perform and discharge warranty Liabilities pursuant to Section 2.03(c) or a failure to provide quality warranty support to the customers of the Transferred Organization pursuant to Section 2.03(d) below. The amount of funds that Seller shall be permitted to draw from the Letter of Credit shall be (i) such funds as Seller reasonably deems necessary to remedy the Warranty Default, in the case of a Warranty Default and (ii) such funds as may be agreed between Seller and Buyer or determined by arbitration, in the case of a Warranty Quality Shortfall. In the event that Seller draws any funds from the Letter of Credit, MPC shall promptly make such payments or take such other actions as are necessary to restore the funds available under the Letter of Credit to the levels specified in the last sentence of Section 2.03(a) above.

(c) In the event that Seller believes that MPC and Buyer are failing to pay, perform and discharge the warranty Liabilities specified in Section 2.01(a), Seller shall have the right, in its sole discretion, to provide MPC with written notice thereof, which notice shall, to the extent reasonably practicable, specify the customer or customers who have not been provided warranty service and the nature of the alleged failure. MPC shall have until the date that is three (3) Business Days from the date of such notice (a “ Warranty Notice Deadline ”) to respond to such notice and/or cure the alleged failure. Immediately following any Warranty Notice Deadline, a “ Warranty Default ” shall be deemed to have occurred unless, prior to the Warranty Notice Deadline, MPC has provided Seller with reasonable evidence that (i) MPC has cured the alleged failure, (ii) if the alleged failure cannot reasonably be cured before the Warranty Notice Deadline, MPC has developed a plan to cure the alleged failure and is taking reasonable steps to implement such plan, and Seller agrees to such plan (which agreement shall not be unreasonably withheld by Seller), (iii) the customer or customers in question are not within warranty or (iv) the matter referred to in Seller’s notice stems from customer-induced damage.

(d) In the event that Seller believes that MPC and Buyer are failing to provide quality warranty support to the customers of the Transferred Organization and GCC that is equivalent to or better than the warranty support provided to Seller’s customers immediately prior to the Closing Date, or if Seller disagrees with any response provided by MPC pursuant to clauses (i) through (iv) of Section 2.03(c) above (including any disagreement as to reasonableness with respect to clause (ii)), Seller shall have the right, in its sole discretion, to provide MPC with written notice of its request to resolve such matter pursuant to the procedures of this Section 2.03(d). Such notice shall, to the extent reasonably

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practicable, specify the nature of MPC’s and Buyer’s failure to provide quality warranty support or Seller’s disagreement with MPC’s response under Section 2.03(c), as applicable. Upon delivery of such notice to MPC, the chief operating officers (or officers with equivalent responsibility) of Seller and MPC shall promptly meet, in person or telephonically, and work in good faith to resolve the issues specified in Seller’s notice. If the parties are unable to agree on a resolution within 10 Business Days after the date of Seller’s notice, the matter shall promptly be submitted to binding arbitration in accordance with the procedures set forth in Section 2.03(e). A “ Warranty Quality Shortfall ” shall be deemed to have occurred to the extent (i) determined by arbitration pursuant to Section 2.03(e) or (ii) otherwise agreed between the parties as part of a resolution of issues specified in a notice provided by Seller pursuant to this Section 2.03(d).

(e) Any matter submitted to arbitration pursuant to Section 2.03(d) shall be so submitted on an expedited basis solely to determine (i) the question of whether MPC and Buyer are failing to provide quality warranty support to the customers of the Transferred Organization and GCC that is equivalent to or better than the warranty support provided to Seller’s customers immediately prior to the Closing Date, or MPC and Buyer are failing to pay, perform and discharge the warranty Liabilities specified in Section 2.01(a), as applicable and (ii) the amount of funds Seller shall be permitted to draw from the Letter of Credit to remedy the relevant Warranty Quality Shortfall, if any. Upon the submission of a matter to arbitration, Seller shall promptly appoint one arbitrator, MPC shall promptly appoint one arbitrator, and the two arbitrators so appointed shall select a third arbitrator. In the event such arbitrators cannot agree upon a third arbitrator, a third arbitrator shall be selected in accordance with the rules as then in effect of the American Arbitration Association. The decision of two of the three arbitrators so appointed as to the matters in dispute shall be conclusive and binding upon the parties to this Agreement and the parties to this Agreement shall act in accordance with such decision. Any such arbitration shall be held in Denver, Colorado under the rules to be mutually agreed upon by the arbitrator selected by Seller and the arbitrator selected by the MPC or, if no such agreement can be reached, under the rules as then in effect of the American Arbitration Association. The fees, costs and expenses of such arbitration shall be borne by MPC, in the event that a Warranty Quality Shortfall is determined to have occurred, or by Seller, in the event that a Warranty Quality Shortfall is determined not to have occurred.

ARTICLE 3

EQUITY PURCHASE

Section 3.01 . Purchase and Sale of GCI Stock. For the consideration, and subject to the terms and conditions in this Agreement, Seller shall sell, convey, transfer and deliver to Buyer, and Buyer shall purchase from Seller, at the Closing, all of the GCI Stock and any rights and benefits incident to the ownership thereof, free and clear of any Liens.

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Section 3.02 . Purchase and Sale of GP Membership Interest. For the consideration, and subject to the terms and conditions in this Agreement, Gateway Technologies shall sell, convey, transfer and deliver to Buyer, and Buyer shall purchase from Gateway Technologies, at the Closing, the 10% membership interest in GP owned by Gateway Technologies and any rights and benefits incident to the ownership thereof, free and clear of any Liens.

ARTICLE 4

PURCHASE PRICE

Section 4.01 . Purchase Price. The consideration payable by Buyer for the Purchased Assets and the Purchased Securities shall be:

(a)	The assumption of the Assumed Liabilities;

(b) A promissory note payable to Seller within six (6) months of the Closing Date in the amount of (i) Net Inventory Minus Liabilities (as defined in Section 4.02 below), as determined on the Final Net Inventory/Liability Statement, plus (ii) the amount paid by GCI to Quanta to purchase the Quanta GCC Interest, minus (iii) the total amount of Customer Prepayments as of the Closing Date in respect of which Buyer is assuming Liabilities to deliver Products or perform services pursuant to Section 2.01(g), minus (iv) twenty-one million eight hundred thousand dollars ($21,800,000), bearing interest at a rate of eight percent (8%), repayable in equal bimonthly installments and on such other terms as set forth in Exhibit A (the “ Note ”). If the formula contained in the first sentence of this Section 4.01(b) would result in the Note having a negative principal amount, then there shall be no Note, and Seller shall credit such negative amount against Buyer’s obligations under the Transition Services Agreement in accordance with the terms thereof; and

(c) The issuance by MPC to Seller of (i) that number of shares of common stock of MPC equal to Nineteen and Nine-Tenths Percent (19.9%) of the outstanding common stock of MPC as of the Closing Date (the “ MPC Common Shares ”) and (ii) the greater of (x) that number of shares of Series B Preferred Stock of MPC that would fully convert into Four Million (4,000,000) shares of MPC common stock (following approval by MPC’s shareholders permitting such conversion) and (y) that number of shares of Series B Preferred Stock of MPC that, assuming the full conversion of such shares into MPC common stock (and approval by MPC’s shareholders permitting such conversion), would be equal to the difference between (a) Nineteen and Nine-Tenths Percent (19.9%) of the outstanding common stock of MPC as of the Closing Date on a fully-diluted basis (excluding securities issued to MPC employees under MPC’s current employee equity plans) and (b) the number of shares of the MPC Common Shares referenced in clause (i) above (the “ MPC Preferred Shares ” and, together with the MPC Common Shares, the “ MPC Shares ”). The MPC Preferred Shares

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shall have terms as set forth in the Amendment to MPC’s Articles of Incorporation attached as Exhibit B .

The “ Purchase Price ” shall equal the sum of: (i) the amount of Assumed Liabilities as reflected on the Final Net Inventory/Liability Statement, (ii) the principal amount of the Note, and (iii) the MPC Shares valued at the closing market price of the MPC Shares one business day before the Closing Date; provided that, for avoidance of doubt, for purposes of the calculation of the Purchase Price, each MPC Preferred Share shall be deemed equivalent in value to the number of shares of MPC’s common stock into which such MPC Preferred Share is or would be convertible, assuming the approval by MPC’s shareholders of the issuance of all MPC common stock underlying the MPC Preferred Shares.

Section 4.02 . Determination of Net Inventory Minus Liabilities.

(a)

Definitions

(i) The term “ Net Inventory Minus Liabilities ” shall mean the dollar amount by which (x) the Transferred Organization Inventory on the Closing Date (including, for the avoidance of doubt, any Transferred Organization Inventory transferred from Seller to GCC prior to the Closing Date) exceeds (y) the sum of the amount of the Employee-Related Liabilities on the Closing Date (excluding Employee-Related Liabilities in respect of accrued vacation or sick pay) and the portion of the commissions and bonuses due to Transferred Employees for which Seller is responsible but that the parties have agreed shall be paid by Buyer (calculated as provided in Sections 7.02(c) and 7.02(d)), each as calculated in accordance with GAAP applied consistently with the accounting policies, practices and procedures used by Seller prior to the Closing Date. For the avoidance of doubt and disputes, the parties hereto agree that (A) the accounting principles set forth in Exhibit C are in accordance with GAAP and (B) none of the parties hereto, their respective accountants or any Independent Accountant shall have any basis whatsoever to hereafter assert, conclude or determine that the accounting principles set forth in Exhibit C are not in accordance with GAAP applied consistently with the accounting policies, practices and procedures used by Seller prior to the Closing Date. Buyer acknowledges and agrees that it has reviewed the aspects of the accounting policies, practices and procedures used by Seller prior to the Closing Date that involve significant management estimates, including, but not limited to, warranty liabilities and inventory reserves, and that Buyer agrees with the methodologies used to determine such management estimates.

(ii) The term “ Estimated Net Inventory Minus Liabilities ” shall mean the Net Inventory Minus Liabilities, as reflected on the Estimated Net Inventory/Liability Statement.

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(iii) The term “ Final Net Inventory Minus Liabilities ” shall mean the Net Inventory Minus Liabilities, as reflected on the Final Net Inventory/Liability Statement.

(iv) The term “ Final Net Inventory/Liability Statement ” shall be (A) the Net Inventory/Liability Statement in the event that (x) no Buyer’s Objection is delivered to Seller during the 60-day period specified in Section 4.02(d) or (y) Seller and Buyer so agree; (B) the Net Inventory/Liability Statement, adjusted in accordance with Buyer’s Objection in the event that Seller does not respond to Buyer’s Objection within the 15-day period following receipt by Seller of Buyer’s Objection; or (C) the Net Inventory/Liability Statement, as adjusted by either (x) the agreement of Seller and Buyer or (y) Independent Accountant pursuant to Section 4.02(d).

(b) Estimated Net Inventory/Liability Statement . For purposes of determining the Estimated Net Inventory Minus Liabilities, two (2) days before the Closing Date, Seller will prepare and deliver to Buyer a pro forma estimated unaudited statement of the Net Inventory Minus Liabilities as of the Closing Date (the “ Estimated Net Inventory/Liability Statement ”) in accordance with this Section 4.02. Prior to the date that is two days after the delivery of the Estimated Net Inventory/Liability Statement, the Buyer shall have the right to object to any determination of the Estimated Net Inventory Minus Liabilities not made in accordance with this Section 4.02 and Buyer and Seller shall use their reasonable best efforts to resolve any such objections prior to such date.

(c) Net Inventory/Liability Statement . Within thirty (30) days after the Closing Date, Seller will prepare and deliver to Buyer an unaudited statement of the Transferred Organization Inventory and Assumed Liabilities as of the Closing Date (the “ Net Inventory/Liability Statement ”), prepared in accordance with this Section 4.02, together with all work papers related thereto. In the event that such statement and calculations are not delivered to Buyer within such thirty (30) days, the Estimated Net Inventory/Liability Statement shall be deemed to be the Net Inventory/Liability Statement.

(d) Access to Information; Disputes Regarding Final Net Inventory/Liability Statement . Seller shall provide Buyer and Buyer’s representatives with reasonable access to all information used by Seller in preparing the Estimated Net Inventory/Liability Statement and Net Inventory/Liability Statement. Buyer shall, within sixty (60) days after delivery by Seller of the Net Inventory/Liability Statement, complete its review of the Net Inventory Minus Liabilities derived from the Net Inventory/Liability Statement. If Buyer determines that the Net Inventory Minus Liabilities has not been determined in accordance with this Section 4.02, then Buyer shall inform the Seller on or before the last day of such 60-day period by delivering a notice to the Seller (“ Buyer’s Objection ”) setting forth a specific description, and providing supporting calculations and detailed backup information of the basis of Buyer’s

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Objection and Buyer’s proposed adjustments to the Net Inventory Minus Liabilities that Buyer believes should be made in accordance with Section 4.02. Seller and its representatives, including if so desired by Seller, its independent accounting firm, shall then have fifteen (15) days to review and respond to Buyer’s Objection. Buyer and Seller shall seek in good faith to resolve any differences that they may have with respect to any matter specified in Buyer’s Objection. If Buyer and Seller are unable to mutually resolve all of their disagreements with respect to the determination of the foregoing items within fifteen (15) days following Seller’s receipt of Buyer’s Objection, then Buyer and Seller shall refer their remaining differences to an independent accounting firm of recognized standing that is mutually agreeable to Seller and Buyer and that does not have any material relationship with Seller, Buyer or MPC (the “ Independent Accountant ”) who shall, acting as experts and not as arbitrators, determine solely on the basis of the standards set forth in this Section 4.02 and only with respect to the remaining accounting-related differences so submitted by Buyer to the Seller (and not by independent review), whether and to what extent, if any, the Net Inventory Minus Liabilities requires adjustment in order to be prepared in accordance with this Section 4.02. Buyer and Seller shall direct the Independent Accountant to use the following resolution procedures. Buyer and Seller shall further direct the Independent Accountant to use its reasonable best efforts to render its determination within twenty (20) days of complete submission; provided that both Seller and Buyer agree to provide all necessary or requested information to the Independent Accountant as promptly as reasonably practicable. The determination of the Independent Accountant shall be final, conclusive and binding upon Seller and Buyer. The fees and disbursements of the Independent Accountant shall be paid by the parties based upon the degree to which the Independent Accountant accepts the respective positions of the parties. Seller and Buyer shall make readily available to the Independent Accountant all relevant books and records and any work papers and audit programs (including those of Buyer’s Accountants) and all other information and items reasonably requested by the Independent Accountant.

(e) Cooperation . Each of Buyer and Seller agrees that, following the Closing Date, it will not take any actions with respect to the accounting and financial books, records, practices, policies and procedures of the Transferred Organization or of Seller’s Retained Business that would obstruct or prevent the determination of the Net Inventory Minus Liabilities.

Section 4.03 . Allocation of Purchase Price. As soon as practicable after the determination of the Final Net Inventory/Liability Statement, Seller will prepare and deliver to Buyer a statement (the “ Allocation Statement ”) reflecting (i) the allocation of the Purchase Price among the Purchased Assets (other than the assets of GCC) and the Purchased Securities and (ii) an allocation of the ADSP (as such term is defined in Treasury Regulations Section 1.338-4) for GCI among the assets of GCI (including the GP Interest owned by GCI and the assets of GCC) in accordance with the Treasury regulations promulgated under Section

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338(h)(10). If within 10 days after the delivery of the Allocation Statement Buyer notifies Seller in writing that Buyer objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain the Independent Accountant to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of the Independent Accountant pursuant to this Section 4.03 shall be borne by Buyer. Buyer and Seller shall execute and file all Tax Returns in a manner consistent with the allocation as set forth on the Allocation Statement and shall not take any position before any taxing authority or in any judicial proceeding that is inconsistent with such allocation. As soon as practicable after the Closing, Seller will file a form 8023 with the IRS. Buyer and Seller shall each timely file a Form 8594 with the IRS in accordance with the requirements of Section 1060 of the Internal Revenue Code of 1986, as amended (the “ Code ”).

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF SELLER

Except as set forth in the Seller’s disclosure schedules to this Agreement (the “ Seller Disclosure Schedules ”), each of Seller and Gateway Technologies represents and warrants to Buyer and MPC as of the date hereof and as of the Closing Date that:

Section 5.01 . Corporate Matters.

(a) Organization . Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. GCI is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. GCC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. GP is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Gateway Technologies is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.

(b) Authorization; Validity . The execution and delivery of this Agreement and the Ancillary Agreements as to which Seller and Gateway Technologies are or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Seller, Gateway Technologies, and the Transferred Subsidiaries. No other or further corporate act or proceeding on the part of Seller Gateway Technologies or the Transferred Subsidiaries is necessary to authorize this Agreement or the Ancillary Agreements or the consummation of the

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transactions contemplated hereby and thereby, including, without limitation, any action by Seller’s stockholders. This Agreement constitutes, and when executed and delivered, the Ancillary Agreements will constitute, valid and binding agreements of Seller and Gateway Technologies, enforceable against Seller and Gateway Technologies in accordance with their respective terms.

(c) Corporate Power . Seller and its Subsidiaries have all requisite corporate power and authority to own, operate and lease the Purchased Assets, to carry on the Transferred Organization as and where such is now being conducted, to transfer the GCI Stock, to enter into this Agreement and the Ancillary Agreements as to which they are or will be parties, and to carry out the transactions contemplated hereby and thereby except where failure to have such power and authority would not have a Material Adverse Effect.

(d) Foreign Qualification . Each of GCI, GCC, and GP is duly licensed or qualified to do business as a foreign company, and is in good standing, in each jurisdiction where such qualification is necessary, except where the failure to be so qualified, individually or in the aggregate, would not have a Material Adverse Effect.

Section 5.02 . Ownership of GCI . Seller owns all of the issued and outstanding shares of common stock of GCI free and clear of any Liens. GCI has no authorized preferred stock or other classes of capital stock. Seller has provided copies of all organizational documents with respect to GCI. There are no subscriptions, options, warrants, conversion privileges, or other rights or agreements with respect to the issuance thereof, presently outstanding to purchase any of the capital stock of GCI. The shares of GCI Stock are: (i) not subject to any preemptive rights or rights of first refusal and (ii) duly and validly authorized, issued and outstanding, fully paid, and nonassessable. Seller has not subjected the GCI Stock to any proxies, voting agreements, or other restrictions on the incidents of ownership thereof.

Section 5.03 . Ownership of GCC. GCI owns a sixty percent (60%) interest in GCC, free and clear of any Liens. On or prior to the Closing Date, GCI will hold a one hundred percent (100%) interest in GCC, free and clear of any Liens. Seller has provided copies of all organizational, joint venture, and other agreements between Seller, GCI and Quanta with respect to GCC. There are no subscriptions, options, warrants, conversion privileges, or other rights or agreements with respect to the issuance thereof, presently outstanding to purchase any ownership interest of GCC. The ownership interests in GCC are not subject to any preemptive rights or rights of first refusal. Neither Seller nor GCI have subjected the GCC Interest to any proxies, voting agreements, or other restrictions on the incidents of ownership thereof.

Section 5.04 . Ownership of GP. GCI owns a 90% interest in GP and Gateway Technologies owns the remaining 10% interest in GP, in each case free and clear of any Liens. Seller has provided copies of all organizational

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documents with respect to GP. There are no subscriptions, options, warrants, conversion privileges, or other rights or agreements with respect to the issuance thereof, presently outstanding to purchase any ownership interest of GP. The ownership interest in GP is not subject to any preemptive rights or rights of first refusal. Neither Seller nor GCI have subjected the GP Interest to any proxies, voting agreements, or other restrictions on the incidents of ownership thereof.

Section 5.05 . No Violation. Neither the execution and delivery of this Agreement or the Ancillary Agreements as to which it is or will be a party, nor the consummation by Seller and its Subsidiaries of the transactions contemplated hereby and thereby, (a) will violate any Applicable Law or Order, (b) except for any action or notice required under any federal, state or local “plant closing” or similar Law or antitrust approval that may be required under the HSR Act, will require any authorization, consent, approval, exemption or other action by or notice to any Government Entity, or (c) violate or conflict with, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under any term or provision of the articles of incorporation, by laws, or other organizational documents of Seller, Gateway Technologies or any of the Transferred Subsidiaries or (d) violate or conflict with, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or will result in the termination of, or accelerate the performance required by, or result in the creation of any Lien upon any of the Purchased Assets (other than the Transferred Contracts), Subsidiary Assets (other than the Transferred Contracts), GCI Stock, GCC Interest, or GP Interest, except the case of clauses (a), (b) and (d) above for such violations, authorizations, consents, conflicts, defaults, terminations, accelerations or Liens which would not have a Material Adverse Effect.

Section 5.06 . Financial Statements.

(a) As used in this Agreement, “ Financial Statements ” shall mean (i) the audited balance sheets of the Transferred Organization combined with GCC as of December 31, 2006 and 2005, (ii) the audited statements of operations of the Transferred Organization combined with GCC for each of the years ended December 31, 2006, 2005 and 2004, (iii) the unaudited balance sheets of the combined Transferred Organization combined with GCC as of September 30, 2007 and (iv) the unaudited statements of operations of the Transferred Organization combined with GCC for the nine months ended September 30, 2007; provided , that for the avoidance of doubt, the parties acknowledge and agree that the Financial Statements do not reflect any assets, liabilities or operations of GCC prior to the date of its formation in June 2006.

(b) The Financial Statements, when provided to MPC by Seller in accordance with Section 8.06 hereof, will have been prepared on a consistent basis from the books and records of Seller, GCI, GCC, and GP in accordance with GAAP (other than as specified in the notes thereto and, in the case of the unaudited interim financial statements of the Transferred Organization combined

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with GCC as of and for the nine months ended September 30, 2007, subject to normal and recurring year-end adjustments), and fairly present in all material respects the assets, liabilities and financial position and the results of operations of the Transferred Organization combined with GCC as of the dates and for the years and periods indicated. The Financial Statements do not (i) contain any material items of special or non-recurring income or other income not earned in the ordinary course of business or (ii) reflect the operations of any entity or business other than the Transferred Organization and GCC.

(c) For the avoidance of doubt and disputes, the parties hereto agree that (A) the accounting principles set forth in Exhibit C are in accordance with GAAP and (B) none of the parties hereto, their respective accountants or any Independent Accountant shall have any basis whatsoever to hereafter assert, conclude or determine that the accounting principles set forth in Exhibit C are not in accordance with GAAP applied consistently with the accounting policies, practices and procedures used by Seller prior to the Closing Date. Buyer acknowledges and agrees that it has reviewed the aspects of the accounting policies, practices and procedures used by Seller prior to the Closing Date that involve significant management estimates, including, but not limited to, warranty liabilities and inventory reserves, and that Buyer agrees with the methodologies used to determine such management estimates.

Section 5.07 . Inventory. The Transferred Organization Inventory (as of the relevant date) will be reflected on the Estimated Net Inventory/Liability Statement and the Final Net Inventory/Liability Statement. All Transferred Organization Inventory (collectively, “ Inventory ”) is of a quantity and quality that is usable and saleable in the ordinary course of business. Except as set forth on Schedule 5.07, as of the Closing Date, all Inventory is located on Seller or Transferred Subsidiary premises and will not be the subject of any counterclaim, or a claim for a charge back, deduction, credit, set off or other offset, or any claim of a party-in-possession, such as a claim for a Lien or other restriction.

Section 5.08 . Absence of Certain Changes. Except as and to the extent set forth on Schedule 5.08, and other than as a result of events or circumstances which, individually or in the aggregate, will not have a Material Adverse Effect, since the date of the Recent Financial Statements, the Transferred Organization and the affairs of the Transferred Subsidiaries have been conducted only in the ordinary course of business consistent in all material respects with past practice, except that Seller has significantly reduced its marketing commitments for the Transferred Organization, and there has not been:

(a) No Material Adverse Effect . One or more events, occurrences or changes in circumstances that have had or would have, individually or in the aggregate, a Material Adverse Effect;

(b) No Increase in Compensation . Any increase in the compensation, salaries or wages payable or to become payable to any Transferred Organization

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Employee (including, without limitation, any increase or change pursuant to any Employee Plan/Agreement), in the case of this Section 5.08(b) as measured against the compensation, salary and wage of the Transferred Organization Employees as of the date of this Agreement and, for the avoidance of doubt, not as against the Recent Financial Statements; provided , however , that MPC’s and Buyer’s consent to any such increase shall not be unreasonably withheld;

(c) No Liens . Any Lien made on any of the Purchased Assets, Subsidiary Assets, the GCI Stock, GCC Interest, or GP Interest;

(d) No Material Amendment of Transferred Contracts. Any entering into, material amendment or termination by Seller or any of the Transferred Subsidiaries of any Transferred Contract, or any waiver of material rights thereunder, other than in the ordinary course of business;

(e) No Change in Accounting Practices . Any material change in the manner of conducting the Transferred Organization, or the business of the Transferred Subsidiaries, or change in a method of accounting or accounting practices, except in each case as may be required by Applicable Law or changes in GAAP;

(f) No Loss of Assets . No assets or properties of the Seller used in the Transferred Organization or Subsidiary Assets that are, individually or in the aggregate, material have been destroyed, damaged or otherwise lost (whether or not covered by insurance); and

(g) No Commitments . Any commitment (contingent or otherwise) by the Seller or any of its Subsidiaries to do any of the foregoing;

(h) No Distributions. Any declaration of dividend or distribution upon or with respect to any equity interest by GCC;

(i) No Disposition of Assets. Any sale, transfer or disposal of, or agreement to sell, transfer or dispose of, any Purchased Asset held by GCC other than a sale, transfer or disposal in the ordinary course of business.

Section 5.09 . No Litigation. There is no Litigation pending or, to Seller’s Knowledge, threatened against Seller, the Transferred Subsidiaries, the Transferred Organization or any of the Purchased Assets or Subsidiary Assets, which would result in a Material Adverse Effect. Neither Seller, Subsidiaries, the Transferred Organization nor the Purchased Assets or Subsidiary Assets is subject to any Order, which would result in a Material Adverse Effect.

Section 5.10 . Compliance With Laws and Orders.

(a) Compliance . To Seller’s Knowledge, Seller and Subsidiaries are, and since January 1, 2005 have been, in compliance with all Laws and all Orders

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of any Government Entities in the operation of the Transferred Organization, except for instances of noncompliance which would not, individually or in the aggregate, have a Material Adverse Effect. To the Seller’s Knowledge, Seller and Subsidiaries have not, within the past five (5) years, received written notice of any violation or alleged violation of, and, is subject to no Liability for, past or continuing violations of any Laws or Orders regarding the operation of the Transferred Organization which would have a Material Adverse Effect.

(b) Licenses and Permits . To Seller’s Knowledge, Seller and Subsidiaries have all Licenses and Permits required for the current conduct of the Transferred Organization and the business of the Subsidiaries, and current operation of the Leased Facility, except for such failures to obtain such Licenses and Permits which would not, individually or in the aggregate, have a Material Adverse Effect. All Licenses and Permits are in full force and effect, except for instances which would not, individually or in the aggregate, have a Material Adverse Effect. Seller and Subsidiaries are and have been in compliance with all such Licenses and Permits, except for instances of noncompliance which would not, individually or in the aggregate, have a Material Adverse Effect.

(c) Environmental Matters . The applicable Laws relating to public health and safety, worker health and safety, pollution or protection of the environment, including but not limited to Laws relating to emissions, discharges, generation, storage, releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic, hazardous or petroleum or petroleum-based substances or wastes, pesticides, asbestos, noise or radiation (“ Waste ”) into the environment or otherwise relating to the presence, manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Waste including, without limitation, the Clean Water Act, the Clean Air Act, the Resource Conservation and Recovery Act, the Toxic Substances Control Act and the Comprehensive Environmental Response Compensation Liability Act, as amended (“ CERCLA ”), and their state and local counterparts are herein collectively referred to as the “ Environmental Laws. ” To Seller’s Knowledge, Seller and Subsidiaries have obtained any required permit, license, and other authorization and have complied and are in compliance with all Environmental Laws, except for instances of noncompliance which would not, individually or in the aggregate, have a Material Adverse Effect. There is no Litigation nor any demand, claim, hearing or notice of violation pending or, to the Seller’s Knowledge, threatened against Seller or the Transferred Organization or any facility used in connection therewith, or Subsidiaries relating to the Environmental Laws or any Order issued, entered, promulgated or approved thereunder. To Seller’s Knowledge, no materials or equipment containing polychlorinated biphenyls or asbestos containing material in any form or condition exist at any property or facility owned or operated by Seller or Subsidiaries. Neither Seller nor any of its predecessors or Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any substance, including without limitation, any hazardous substances,

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or owned or operated any property or facility, in a manner that has given or would give rise to obligations or liabilities, including without limitation, any obligation or liability for response costs, correction action costs, personal injury, property damage, natural resources damages or attorney fees pursuant to any Environmental Law.

Section 5.11 . Title to Purchased Assets.

(a) Seller, Gateway Technologies and/or the applicable Transferred Subsidiary has good and marketable title to all of the Purchased Assets (including the Subsidiary Assets, as applicable, free and clear of all Liens, except for Liens of which Seller does not have knowledge and that, individually or in the aggregate, would not have a Material Adverse Effect. At Closing, Buyer will receive good and marketable title to all the Purchased Assets, free and clear of all Liens, except for Liens of which Seller does not have Knowledge and that, individually or in the aggregate, would not have a Material Adverse Effect.

(b) With respect to each of the properties and assets that are leased by any of the Transferred Subsidiaries, the relevant Transferred Subsidiary is in compliance with such lease and holds a valid leasehold interest in such property or asset free of any Liens except for those Liens of which Seller does not have Knowledge and that, individually or in the aggregate, would not have a Material Adverse Effect.

Section 5.12 . Transferred Contracts and Commitments. To Seller’s Knowledge, neither Seller nor any of its Subsidiaries is in default under any Transferred Contract, nor has any event or omission occurred which through the passage of time or the giving of notice, or both, would constitute a default thereunder or cause the acceleration of any of Seller’s obligations or result in the creation of any Lien on any of the Purchased Assets or Subsidiary Assets, except for defaults or potential defaults that would not have a Material Adverse Effect. To Seller’s Knowledge, no third party is in default under any Transferred Contract, nor has any event or omission occurred which, through the passage of time or the giving of notice, or both, would constitute a default thereunder, except for defaults or potential defaults which would not have a Material Adverse Effect. Except as set forth on Schedule 5.12, none of the Transferred Contracts include:

(a) Any loan or advance to or investment in, any Person, or any agreement, contract or commitment relating to the making of any such loan, advance or investment or any agreement, contract or commitment involving a sharing of profits;

(b) Any guarantee or other contingent liability in respect of any indebtedness or obligation of any Person other than a Transferred Subsidiary;

(c) Other than the Seller’s Warranty Policies, any agreement, contract or commitment requiring Seller to indemnify or hold harmless any person, other

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than purchase orders, standard supplier arrangements, and revenue earning contracts, entered into in the ordinary course of business; or

(d) Any amendment, modification or supplement in respect of any of the foregoing.

Seller has (i) furnished to Buyer complete and accurate copies of the twenty-five (25) largest Transferred Contracts that are customer contracts, as measured by historical revenue and (ii) provided Buyer with the opportunity to request and review copies of all other Transferred Contracts. On or prior to the Closing Date, Seller shall deliver to Buyer a written inventory of all of the Transferred Contracts, and will deliver copies of all such contracts within fifteen (15) days after the Closing Date; provided that the foregoing requirement shall not apply to Transferred Contracts identified by Seller after the Closing Date in accordance with Section 1.01(i), which contracts shall be delivered to Buyer no later than the date that is 120 days after the Closing Date.

Section 5.13 . Labor Matters. On or prior to the date that is five days before the Closing Date, Seller will have provided, to the extent permitted by Law, a complete and accurate list of the position, location of employment, U.S. visa status if applicable, hire date, and current annual rates of salary and variable pay of each of the Transferred Organization Employees as well as a list of all existing employment or consulting contracts which constitute contractual obligations of Seller and its Subsidiaries and a list of which such Transferred Organization Employees are on long term disability leave, extended unpaid absence or receiving benefits pursuant to workers’ compensation legislation (the “ Transferred Organization Employees List ”), in each case as of a date that is no more than seven days before the Closing Date; provided , however , that in the event that the parties do not have at least seven days’ prior notice of the Closing Date pursuant to Article 12 hereof, such lists shall be delivered as promptly as reasonably practicable. All current assessments under workers’ compensation legislation in relation to the Transferred Organization have been paid or accrued and Seller and the Subsidiaries have not been subject to any material special or penalty assessment with respect to the Transferred Organization under such legislation which has not been paid. Seller and Subsidiaries are not parties to any collective bargaining agreements with any unions, guilds, shop committees or other collective bargaining groups with respect to the Transferred Organization Employees. With respect to the Transferred Organization Employees, (i) Seller and Subsidiaries have not experienced any labor disputes, union organization attempts or any work stoppage due to labor disagreements in connection with the Transferred Organization in the last two years, in each case that are material and (ii) there is no material unfair labor practice charge or complaint against Seller or Subsidiaries pending or, to Seller’s Knowledge, threatened.

Section 5.14 . Employee Benefit Plans. Schedule 5.14 sets forth all material pension, thrift, savings, profit sharing, retirement, incentive bonus or other bonus, medical, dental, life, accident insurance, benefit, employee welfare,

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disability, group insurance, stock purchase, stock option, stock appreciation, stock bonus, executive or deferred compensation, hospitalization and other similar fringe or employee benefit plans, programs and arrangements, and any material employment agreements, retention agreements, consulting contracts, “golden parachutes,” collective bargaining agreements, severance agreements or plans, vacation and sick leave plans, programs, arrangements and policies, including, without limitation, all material “employee benefit plans” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”)) which are provided to, for the benefit of, or relate to, any Transferred Organization Employees. The items described in the foregoing sentence are hereinafter sometimes referred to collectively as “ Employee Plans/Agreements, ” and each individually as an “ Employee Plan/Agreement. ” Each Employee Plan/Agreement has been administered in accordance with its terms and complies in all material respects with and has been administered in compliance with the provisions of all Applicable Laws, except for failures that would not, individually or in the aggregate, have a Material Adverse Effect. No material improvements to any Employee Plan/Agreement have been promised, and no improvements or amendments to any Employee Plan/Agreement will be made or promised prior to the Closing Date, except as required by Applicable Law. Except as set forth on Schedule 5.14, there is no pending or, to Seller’s Knowledge, threatened Litigation against or involving any such Employee Plan/Agreement (other than routine claims for benefits). Other than the 401k Plan or as required by Applicable Law, none of the Employee Plans/Agreements provides benefits to retired employees or consultants or the beneficiaries or dependents of retired employees or consultants of the Seller. True and correct copies of all the Employee Plans/Agreements have heretofore been provided to Buyer.

Section 5.15 . Warranties; Product Liability. Seller has provided or made available to Buyer written copies of the material warranty policies and practices (“ Warranty Policies ”) currently in force and made by Seller or any of its Subsidiaries covering or relating to Products and for any services furnished or rendered by the Transferred Organization (“ Transferred Organization’s Products or Services ”). To Seller’s Knowledge, there are not (a) any Liabilities of Seller or any of the Transferred Subsidiaries asserted and arising out of or based upon incidents occurring on or before the date hereof with respect to any product or service Liability or any similar Claim that relates to any of Transferred Organization’s Products or Services which would, individually or in the aggregate, have a Material Adverse Effect (subject to the reserve for warranty liabilities set forth on the Recent Financial Statements), or (a) any Liabilities of Seller or Subsidiaries which would, individually or in the aggregate, have a Material Adverse Effect (subject to the reserve for warranty liabilities set forth on the Recent Financial Statements) asserted and arising out of or based upon incidents occurring on or before the date hereof with respect to any Claim for the breach of any express or implied Warranty Policy, or any similar Claim that relates to any of Transferred Organization’s Products or Services, and Seller has no Knowledge of any material defect or deficiency in any of Transferred Organization’s Products

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or Services which could give rise to any such Liabilities or Claims which would have a Material Adverse Effect (subject to the reserve for warranty liabilities set forth on the Recent Financial Statements).

Section 5.16 . Licensed Trade Rights. Seller owns or licenses the Licensed Trade Rights and has the necessary rights to fulfill its obligations and grant all licenses and rights granted under this Agreement and the License Agreement. Seller has not previously granted any rights in the Licensed Trade Rights to any third party that are inconsistent with the rights granted herein to Buyer. Seller has taken those actions that it believed were necessary or appropriate to maintain and protect the Licensed Trade Rights. Seller acquired all of its rights to the Licensed Trade Rights through the efforts of its own employees, agents and/or independent contractors or through contractual arrangements with third parties. Seller has provided or made available to Buyer true and correct copies of all agreements, licenses, or sublicenses, that are part of the Licensed Trade Rights not owned by Seller. There is no Litigation or Claim pending or, to Seller’s Knowledge, threatened, asserting the invalidity, misuse, or unenforceability of any of the Licensed Trade Rights, and Seller has no Knowledge of any reasonable grounds for any such claims.

Section 5.17 . Tax Matters. Except as set forth on Schedule 5.17:

(a) Neither the Purchased Assets, the Subsidiary Assets, the Transferred Organization nor the Transferred Subsidiaries are encumbered by any Liens arising out of any unpaid taxes and, to Seller’s Knowledge, there are no grounds for the assertion or assessment of any material Liens against the Purchased Assets, the Subsidiary Assets, the Transferred Organization or the Transferred Subsidiaries in respect of any taxes.

(b) Seller or Subsidiaries have paid all material taxes required to be paid with respect to the Purchased Assets, the Subsidiary Assets, the Transferred Organization or the Transferred Subsidiaries.

(c) No written claim has been made since January 1, 2005 or, to Seller’s Knowledge, made on or prior to January 1, 2005 or, to Seller’s Knowledge, threatened by a Government Entity in a jurisdiction where Seller or Subsidiaries do not file Tax Returns that the Transferred Organization or Transferred Subsidiaries are or may be subject to taxes by that jurisdiction.

(d) Subject to any applicable reserves reflected in the applicable Net Inventory/Liability Statement, no Litigation or Order is pending or, to Seller’s Knowledge, threatened, by any Government Entity for any audit, examination, deficiency, assessment or collection from Seller or Subsidiaries of any taxes related to the Transferred Organization or Transferred Subsidiaries, no unresolved written claim for any deficiency, assessment or collection of any taxes related to the Transferred Organization or Transferred Subsidiaries has been asserted

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against Seller, and all resolved claims for assessments of taxes related to the Transferred Organization or Transferred Subsidiaries have been paid.

(e) To Seller’s Knowledge, no issues have been raised by the relevant taxing authorities on audit that are of a recurring nature and that would have a material effect upon the taxes of the Transferred Organization or Transferred Subsidiaries.

(f) The provisions for taxes in the Recent Financial Statements are sufficient for the payment of all material accrued and unpaid federal, state, county, and local taxes, whether or not assessed or disputed as of the date of the Recent Financial Statements.

(g) The Transferred Subsidiaries are not parties to any tax sharing agreements.

Section 5.18 . Restrictive Documents and Territorial Restrictions. Except for restrictions contained in this Agreement, the Transferred Organization is not subject to, or a party to, any charter, by-law, mortgage, Liens, lease, license, permit, agreement, instrument, Law, judgment or decree, or any other restriction of any kind or character, limiting the ability of the Transferred Organization to compete in any geographic area or with any Person.

Section 5.19 . Relationships. To Seller’s Knowledge, there are no outstanding disputes with any suppliers, customers, resellers or partners of the Transferred Organization, other than disputes that would not, individually or in the aggregate, have a Material Adverse Effect. Except as would not, individually or in the aggregate, have a Material Adverse Effect, no customer or reseller of the Transferred Organization has refused to do business with Seller or Subsidiaries.

Section 5.20 . Related Party Transactions. To Seller’s Knowledge, no officer or director of any of the Transferred Subsidiaries or any Affiliate of any such Person, has, either directly or indirectly, a material interest in: (i) any Person that purchases from or sells, licenses, or supplies to the Transferred Organization any goods, property, technology, intellectual property, or other property rights or services, or (ii) any contract or agreement to which any of the Transferred Subsidiaries is a party or by which it may be bound or affected.

Section 5.21 . No Insolvency. No insolvency proceeding of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, affecting the Transferred Organization, the Subsidiaries, or any of the Purchased Assets or Subsidiary Assets, is pending or threatened. Neither Seller nor Subsidiaries have taken any action in contemplation of, or that would constitute the basis for, the initiation of any such insolvency proceedings.

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Section 5.22 . Brokers or Finders. Seller has not retained, employed or used any broker or finder in connection with the transactions provided for herein or the negotiation hereof.

Section 5.23 . Private Placement. The offer, sale and issuance of the Purchased Securities constitutes a transaction exempt from the registration requirements of Section 5 of the 1933 Act. Neither Seller nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Purchased Securities to any Person or Persons so as to bring the sale of such Purchased Securities by Seller within the registration provisions of the 1933 Act or any state securities laws.

Section 5.24 . Purchase for Investment. Seller is purchasing the MPC Shares for investment for its own account and not with a view to, or for sale in connection with, any distribution thereof. Seller (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the MPC Shares and is capable of bearing the economic risks of such investment.

Section 5.25 . Inspections; No Other Representations. Seller is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of securities such as the MPC Shares as contemplated hereunder. Seller has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the purchase of the MPC Shares as contemplated hereunder. Seller acknowledges and agrees that it is acquiring the MPC Shares without reliance upon any express or implied warranties of any nature made by or on behalf of or imputed to Buyer, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, Seller acknowledges that Buyer makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to Seller of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of MPC or (ii) any other information or documents made available to Seller or its counsel, accountants or advisors with respect to MPC, except as expressly set forth in this Agreement.

Section 5.26. SEC Filings and the Sarbanes-Oxley Act . Seller has delivered or made available (including through the SEC’s EDGAR system) to Buyer (i) its annual report on Form 10-K for its fiscal year ended December 31, 2006 (the “ Seller 10-K ”), its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, 2007 and June 30, 2007, (ii) its proxy statement and additional definitive proxy soliciting materials relating to Seller’s 2007 annual meeting of stockholders and (iii) all of its other reports, statements, schedules and registration statements filed with the SEC since December 31, 2006 (the documents referred to in this Section 6.06 collectively, the “ Seller SEC Filings ”).

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(a) As of its filing date, each Seller SEC Filing complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “ 1933 Act ”), and the Securities Exchange Act of 1934, as amended (the “ 1934 Act ”), as the case may be.

(b) As of its filing date, each Seller SEC Filing filed pursuant to the 1934 Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

(c) Each Seller SEC Filing that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

(d) Seller has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the 1934 Act). Except as disclosed in the Seller SEC Filings, such disclosure controls and procedures are designed to ensure that material information relating to Seller, including its consolidated Subsidiaries, is made known to Seller’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the 1934 Act are being prepared. Except as disclosed in the Seller SEC Filings, such disclosure controls and procedures are effective in timely alerting Seller’s principal executive officer and principal financial officer to material information required to be included in Seller’s periodic reports required under the 1934 Act.

(e) Seller has established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the 1934 Act) (“ Internal Controls ”). Except as disclosed in the Seller SEC Filings, such Internal Controls are sufficient to provide reasonable assurance regarding the reliability of Seller’s financial reporting and the preparation of Seller financial statements for external purposes in accordance with GAAP. Seller has disclosed, based on its most recent evaluation of Internal Controls prior to the date hereof, to Seller’s auditors and audit committee (x) any significant deficiencies and material weaknesses in the design or operation of Internal Controls which are reasonably likely to adversely affect Seller’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in Internal Controls.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF BUYER AND MPC

Except as set forth in Buyer and MPC’s disclosure schedules to this Agreement (the “ Buyer Disclosure Schedules ”), each of Buyer and MPC

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represents and warrants to Seller, as of the date hereof and as of the Closing Date that:

Section 6.01 . Corporate Matters.

(a) Organization . MPC is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

(b) Company Power . Each of Buyer and MPC has all requisite corporate power to enter into this Agreement and the Ancillary Agreements to which it is a party and to carry out the transactions contemplated hereby and thereby.

(c) Foreign Qualifications . Each of Buyer and MPC is duly licensed or qualified to do business as a foreign company, and is in good standing, in each jurisdiction where such qualification is necessary, except where the failure to be so qualified, individually or in the aggregate, would not have a material adverse effect.

Section 6.02 . Authority of MPC and Buyer. The execution and delivery of this Agreement and the Ancillary Agreements to which MPC and Buyer are a party and the consummation of the transactions contemplated hereby and thereby have been dul

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