8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 29, 2013

MPM TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Washington	0- 14910		81-0436060
(State or other jurisdiction of	(Commission File No.)		(I.R.S. Employer
incorporation or organization)			Identification No.)
1727 E. Springfield Ave, Ste C Spokane, Washington (Address of principal executive offices)		99202 (Zip Code)

(509) 242-3036

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01                      Entry into a Material Definitive Agreement.

On April 29, 2013, MPM Technologies, Inc., a Washington corporation (the “Company”), entered into a purchase agreement with certain accredited investors to issue and sell convertible promissory notes to such accredited investors (the “Holders”), representing an aggregate principal amount of up to $500,000 (the “Notes”). As of May 2, 2013, $100,000 in Notes have been purchased by investors (the “Initial Investors”). The closing of the initial $100,000 in Notes occurred on May 1, 2013.

The principal balance of each Note is convertible into common stock of the Company, at the election of the Holder, beginning 24 months after the issuance of the Note.  The conversion price under each note is equal to the market price (as determined in accordance with the Note) multiplied by 75%.  Each Note has a term of up to two years.  The Company has the right to prepay the principal and interest, if any, under the Note without penalty.  Interest on each Note accrues at a rate of nine percent (9%) per annum.  Each Note contains customary default provisions, including provisions for potential acceleration of the Note and automatic conversion of the principal amount and accrued interest, if any, of the Note into common stock of the Company at a Default Conversion Price (as determined in accordance with the Note).  The foregoing description of the Notes does not purport to be complete and is qualified in its entirety by reference to the form of convertible note filed as Exhibit 4.1 hereto.

Item 2.03                      Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information required to be disclosed in this Item 2.03 is incorporated herein by reference from Item 1.01.

Item 3.02                      Unregistered Sales of Equity Securities.

The Notes described under Item 1.01 above were offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated thereunder.  The offering was made to certain “accredited investors” (as defined by Rule 501 under the Securities Act). The Company made no solicitation in connection with the sale other than communications with the investors. The Company obtained representations from the investors regarding their investment intent, experience and sophistication.  The investors received or had access to adequate information about the Company in order to make an informed investment decision.  The aggregate principal amount of the Notes shall be up to $500,000. Based upon the May 1, 2013 market price of $0.245 per share and the 25% discount, the maximum number of shares convertible under the Notes is approximately 2,721,089 shares, and the number of shares convertible under the $100,000 aggregate principal amount of Notes purchased by the Initial Investors is approximately 544,218 shares.

Item 9.01.                      Financial Statements and Exhibits.

(d)           Exhibits.

4.1           Form of 9.0% Convertible Promissory Note issued May 1, 2013

10.1         Convertible Note Purchase Agreement dated April 29, 2013

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MPM TECHNOLOGIES, INC.

By:           /s/ Peter Chase                       

Peter Chase

Chairman and President

Date: May 3, 2013

Exhibit Index

Exhibit No.	Description
4.1	Form of 9.0% Convertible Promissory Note issued May 1, 2013
10.1	Convertible Note Purchase Agreement dated April 29, 2013

EX-4.1

Exhibit 4.1

FORM OF CONVERTIBLE PROMISSORY NOTE

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS PURSUANT TO SEC RULE 144 OR UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND THE SECURITIES LAWS OF ANY STATE COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE COMPANY STATING (OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY) THAT SUCH SALE, TRANSFER, ASSIGNMENT

OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS.

MPM TECHNOLOGIES, INC.

CONVERTIBLE PROMISSORY NOTE

$[_______________] [________________]

MPM Technologies, Inc, a Washington corporation (the “Company”), for value received hereby promises to pay to [_____________], or their registered assigns (the “Holders”), the maximum principal sum of [______________________]($[_____]), or such lesser amount as shall equal the then outstanding principal amount hereof, plus accrued and unpaid interest on such outstanding principal amount at the rate of nine percent (9%) per annum (computed on the basis of a 360 day year for the actual number of days elapsed), as set forth below, on the date twenty-four (24) months after the date of this Note, written above  (“Maturity”).  Payment for all amounts due hereunder shall be made by mail to the registered address of the Holders, or, if requested in writing by the Holders, by wire transfer in accordance with the Holders’ instructions. 

The Holders have provided one hundred percent (100%) of the above stated principal amount upon signing of this Convertible Note. 

The following is a statement of the rights of the Holders and the conditions to which this Note is subject, and to which the Holders, by the acceptance of this Note, agree:

1.   Payment of Principal and Interest. 

(a) Payment in Full on Maturity.  Unless this Note is sooner prepaid or converted pursuant to Section 3 hereof or sooner becomes due and payable under Section 2 hereof, all outstanding principal of and accrued but unpaid interest on this Note shall be paid in full on Maturity.

(b) Interest.  Interest shall accrue on the outstanding principal amount of this Note, at the rate of nine percent (9%) per annum (the “Coupon Rate”) computed on the basis of a 360-day year (twelve thirty-day months), from the date such principal amount is advanced.  Interest shall be paid to Holders quarterly.  Interest will continue to accrue until the earlier of (i) the payment in full of all outstanding principal of and accrued interest on this Note, or (ii) the conversion of this Note into capital stock of the Company pursuant to Section 3 hereof.  All payments made under this Note shall be applied first against accrued but unpaid interest and second against the outstanding principal balance hereof. 

2.   Events of Default.  If one or more of the following events (each an “Event of Default”) shall occur:

(a) the Company shall fail to pay in full any principal, accrued interest or other amounts due to Holders under this Note when due;

(b) the Company shall default in the performance of or compliance with any covenant, agreement or other obligation of the Company contained in this Note that is not remedied, waived or cured within fifteen (15) days following such default in performance or noncompliance;

(c) any representation or warranty of the Company contained herein shall prove to have been false or incorrect in any material respect as of the date of this Note;

(d) the Company shall default (as principal, guarantor or other surety) in the payment of any principal of, premium (if any) or interest on any indebtedness for borrowed money to any other party, or shall default in the performance of or compliance with any other obligation contained in the documentation evidencing or securing any such other indebtedness, and in connection with such default such indebtedness becomes due and payable prior to the date it would otherwise become due and payable, or the Company shall fail to pay such indebtedness at its stated maturity;

(e) other than on terms approved beforehand by the Holders, the Company shall institute proceedings to be adjudicated as bankrupt or insolvent, or shall consent to institution of bankruptcy or insolvency proceedings against it or the filing by it of a petition or answer or consent seeking reorganization or release under Title XI of the United States Code, or any other applicable federal or state law, or shall consent to the filing of any such petition or the appointment of a receiver, liquidator, assignee, trustee or other similar official of the Company, or of any substantial part of its property, or shall make an assignment for the benefit of creditors, or shall take corporate action in furtherance of any such action;

(f) within thirty (30) days after the commencement of an action against the Company (and service of process in connection therewith on the Company) seeking any bankruptcy, insolvency, reorganization, liquidation, dissolution, or similar relief under

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any present or future statute, law, or regulation, such action shall not have been resolved in favor of the Company or all orders or proceedings thereunder affecting the operations or the business of the Company stayed, or the stay of any such order or proceeding shall thereafter be set aside, or within thirty (30) days after the appointment without the consent or acquiescence of the Company of any trustee, receiver or liquidator of the Company, such appointment shall not have been vacated;

(g) entry of a final judgment in excess of $200,000 (excluding insured portions) against the Company or for which the Company is otherwise responsible that is not stayed, bonded or discharged within thirty (30) days;

(h) any plan of liquidation or dissolution or winding up is adopted by the Company’s board of directors or shareholders or the Company is involuntarily dissolved or otherwise wound up; or

(i) there shall occur, or the Company shall enter into any agreement providing for, a Change of Control (as defined below) of the Company; the term “Change of Control” shall mean any transaction or series of related transactions (including without limitation any reorganization, merger, consolidation, sale of assets or sale of stock) that will result in (i) the sale of all or substantially all of the assets of the Company, (ii) a change in ownership of 50% or more of the Company’s then outstanding capital stock, in one or a series of transactions occurring within a period of six (6) months, other than any such change of ownership resulting from the sale by the Company of its securities in connection with one or more financing transactions, or (iii) a consolidation or merger of the Company with or into any other corporation or corporations (or other corporate reorganization) immediately after which the shareholders of the Company hold less than fifty percent (50%) of the voting power of the surviving corporation; then, upon the occurrence of any Event of Default described in paragraph (a), (d), (e), (f), (h) or (i) above, all outstanding principal of this Note and all accrued but unpaid interest thereon shall be accelerated automatically, without any further action by any party, and shall become immediately due and payable notwithstanding any other provision of this Note, without presentment, demand, protest, notice of protest or other notice of dishonor of any kind, all of which are hereby expressly waived by the Company; and upon the occurrence of any other Event of Default described in the other paragraphs above, Holders may, at Holders’ option exercisable at any time thereafter, by notice to the Company in writing, accelerate this Note and declare the entire outstanding principal balance of this Note and all accrued but unpaid interest thereon immediately due and payable, without presentment, demand, protest, notice of protest or other notice of dishonor of any kind, all of which are hereby expressly waived by the Company.  At any time following any such acceleration as provided in the preceding sentence, Holders may at their option convert this Note in whole or in part into shares of New Preferred (as defined in Section 3(b) below) at the Default Conversion Price by written notice to the Company.  Holders may enforce their rights under this Note and otherwise at law or in equity or both, all remedies available to Holders under this Note or otherwise shall be cumulative, and no course of dealing between the Company and Holders or any delay or omission in exercising any power or right shall operate as a waiver thereof.  The Company shall notify the Holders immediately in writing of the occurrence of any Event of Default, which notification shall include a summary of the

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material facts relating to such Event of Default and shall specify the date on which such Event of Default occurred.

3.   Conversion.  The outstanding principal amount of and any accrued but unpaid interest under this Note shall be convertible into capital stock of the Company as follows:

(a)	Default.In the event of a default during the period between the date of this Note and Maturity, then the outstanding principal amount and accrued interest of this Note shall be converted automatically, without any further act of the Company or its shareholders, into  fully paid and nonassessable shares of Common Stock of the Company in lieu of repayment of all outstanding principal and accrued interest under this Note.  Any such conversion shall be deemed to occur at the close of business on the date of Maturity.  The number of shares of New Common stock issuable upon conversion under this paragraph shall be determined by dividing the outstanding principal balance plus all accrued and unpaid interest hereunder through the Maturity date by the lesser of (i) the fair market value of the shares on the date of  Maturity; or (ii) the price per share paid by and institutional investor based on its own independent valuation conducted as part of its due diligence (the “Default Conversion Price”).
(b)	Holders’ Option to Convert.Holders have the option anytime during the twenty-four month period to convert this Note either  to Common Stock or have the note paid with any accrued interest in full. If, in the event, holders elect to convert the Note to shares of common stock the conversion will be at the fair market value of the shares on the date of conversion less a discount of twenty-five percent.
(c)	Mechanics of Conversion.

(i) Upon conversion of this Note under paragraph 3(a) or (b) above, all amounts due and owing under this Note shall be converted automatically, without any further action by the Holders and whether or not this Note is surrendered to the Company, into fully paid and nonassessable shares of common stock, as applicable, which shall be deemed issued and outstanding for all purposes from and after the time of such conversion as specified in paragraph 3(a) above.  As promptly as possible after such conversion, the Company shall issue to the Holders a certificate representing the number of shares of Common Stock, as applicable, issuable upon such conversion in accordance with the terms of this Note (the shares actually issuable hereunder being referred to as the “Conversion Shares”) and a cash payment in lieu of any fractional share otherwise issuable upon such conversion, in accordance with paragraph 3(e) below; provided, however, that the Company shall not be obligated to issue to the Holders such certificate or check unless and until this Note, or an appropriate affidavit of loss, is delivered to the Company. 

(ii) In the event of any conversion of this Note under this Section 3, the person in whose name the certificate for Conversion Shares is to be issued shall be deemed to have become a holder of record of such Conversion Shares on the date as of which conversion is deemed to occur as specified in paragraphs 3(a)  above, as the case may be. 

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(iii) Whatever the Conversion Price is the conversion price at which this Note is actually converted under this Section 3 shall be referred to herein as the “Note Conversion Price”.

(d) Fractional Shares.  No fractional Conversion Shares or scrip shall be issued upon conversion of this Note.  Instead of any fractional Conversion Shares that would otherwise be issuable upon conversion of this Note, the Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to that fractional interest of the price at which the Note was converted, as applicable.

(e) Stock Dividends, Splits and Combinations.  If the number of shares of the class of capital stock of the Company issuable upon conversion of this Note outstanding at any time after the date of issuance of this Note (the “Issue Date”) is increased by a stock dividend or other distribution payable in shares of such stock or by a subdivision, split-up or reclassification of outstanding shares of such stock, then immediately after the record date fixed for the determination of stockholders entitled to receive such stock dividend or the effective date of such subdivision, split-up or reclassification, as the case may be, the Series B Conversion Price or the Default Conversion Price, as applicable, shall be reduced appropriately so that the Holders shall be entitled to receive the number of Conversion Shares that it would have owned immediately following such action had this Note been converted immediately prior thereto.  If the number of shares of the class of capital stock of the Company issuable upon conversion of this Note outstanding at any time after the Issue Date is decreased by a combination or reclassification of the outstanding Conversion Shares, then, immediately after the effective date of such combination or reclassification, the Series B Conversion Price or the Default Conversion Price, as applicable, shall be increased appropriately so that the Holders shall be entitled to receive the number of Conversion Shares that it would have owned immediately following such action had this Note been converted immediately prior thereto.

(f) Certain Adjustments.  The Note Conversion Price shall be adjusted up or down, as the case may be, to take into account any stock split, combination, stock dividend, recapitalizationor similar event after the date hereof with respect to the Company’s common stock or any other class of capital stock of the Company in order that the number of shares of Series B Stock or Common Stock, as applicable, issuable upon conversion of this Note and the number of shares of the Company’s Common Stock issuable upon conversion of the Series B Stock or Common Stock, as applicable, issuable upon conversion of this Note will not be adversely or positively affected by any such event. 

(g) Capital Reorganization or Reclassification.  If the Conversion Shares shall be changed into the same or a different number of shares of any class or classes of stock or other property, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend provided for above), then in each such event the Holders shall have the right thereafter to convert this Note into the kind and amount of shares of stock and other securities and property that would have been receivable upon such reorganization, reclassification or other change in respect of the number of Conversion Shares into which this Note could have

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(h) been converted immediately prior to such reorganization, reclassification or change, all subject to further adjustment as provided herein. Merger or Consolidation.  Subject to the terms of Section 2(i) above, if at any time or from time to time there shall be an acquisitionof the Company by another entity by means of merger, consolidation or otherwise, resulting in the exchange of the outstanding Conversion Shares for securities or consideration issued or caused to be issued by the acquiring entity or any of its affiliates, then, as a part of such acquisition, provision shall be made so that the Holders shall thereafter be entitled to receive, upon conversion of this Note, the number of shares of stock or other securities or property of the acquiring corporation resulting from such acquisition to which the Holders would have been entitled if the Holders had converted this Note immediately prior to such acquisition.  In any such case appropriate adjustments shall be made in the application of the provisions of this Section 3(i) with respect to the rights of the Holders after such acquisition to the end that the provisions of this Section 3(i) shall be applicable after that event in as nearly equivalent a manner as may be practicable.

(i) Notice to Holders.  In the event the Company shall propose to take any action of the type described in Sections 3(f), (g), (h), or (i), the Company shall give notice to the Holders, which notice shall specify the record date, if any, with respect to any such action and the approximate date on which such action is to take place.  Such notice shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the Series B Conversion Price or the Default Conversion Price, as applicable, and the number, kind or class of shares or other securities or property which shall be deliverable or purchasable upon the occurrence of such action or deliverable upon conversion of this Note.  In the case of any action that would require the fixing of a record date, such notice shall be given at least fifteen (15) days prior to the date so fixed, and in case of all other action, such notice shall be given at least twenty (20) days prior to the taking of such proposed action.  Failure to give such notice, or any defect therein, shall not affect the legality or validity of any such action.

(j) Costs.  The Company shall pay all documentary, stamp, transfer or other transactional taxes attributable to the issuance or delivery of Conversion Shares upon conversion of this Note; provided, however, that the Company shall not be required to pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the Holders.

(k) Reservation of Shares.  The Company shall take all necessary action to reserve, and shall reserve at all times so long as any principal amount under this Note remains outstanding, free from statutory or contractual preemptive rights, out of its authorized but unissued capital stock, solely for the purpose of effecting the conversion of this Note, sufficient shares of Series B Stock, if applicable, to provide for the conversion of this Note and sufficient shares of Company Common Stock to provide for conversion of the Conversion Shares into Company Common Stock.

(l) No Impairment.  The Company will not, by amendment of its Amended and Restated Articles of Incorporation or through any reorganization, transfer of assets, issuance or sale of securities or otherwise, avoid or seek to avoid the observance or performance of any of the terms of this Section 3 or the other provisions of this Note and will at all times in good faith assist in the carrying out of all provisions hereof and in the taking

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of all actions as may be necessary in order to protect the conversion and other rights of the Holders hereunder against impairment.

4.   Assignment.  Subject to the restrictions on transfer described in Section 6 below, the rights and obligations of the Company and the Holders shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

5.   Waiver and Amendment.  Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the Holders.  Any amendment, waiver, modification or consent entered into pursuant to this Section 5 shall be effective only in the specific instance and for the specific purpose for which it was given.

6.   Transfer of this Note.  The Holders understand that the Company will instruct any transfer agent not to register the transfer of this Note (or the Conversion Shares issued upon conversion of this Note) unless the conditions specified in the legend set out in all capital letters at the top of this Note are satisfied.

7.   Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed effectively given upon personal delivery; upon confirmed transmission by telecopy or telex if sent during normal business hours of the recipient (or if not, on the next business day of the recipient); three days after deposit with the United States Post Office, by registered or certified mail, postage prepaid; or otherwise upon delivery by hand or by messenger or one day after deposit with a nationally recognized courier service, addressed (a) if to Holders, to the Holders’ address as set forth below, or to such other address as such Holders shall have furnished to the Company in writing, or (b) if to the Company, if to the Company, one copy shall be sent to MPM Technologies, Inc., 1727 E. Springfield Avenue, Ste. C, Spokane, WA 99202, Attention: Peter Chase, Chief Executive Officer, or to such other addresses as the Company shall have furnished to the Holders.

8.   No Rights of a Shareholder.  Nothing contained in this Note shall be construed as conferring upon the Holders or any other person the right to vote or consent or to receive notice as a shareholder in respect of meetings of shareholders for the election of directors of the Company or any other matters or any rights whatsoever as a shareholder of the Company prior to the time that this Note is converted into Conversion Shares pursuant to Section 3.

9.   Governing Law.  The Agreement shall be governed by, and construed under, the laws of the State of Washington as applied to agreements among Washington residents, made and to be performed entirely within the State of Washington.

10.  Collection Costs.  The Company shall pay on demand all reasonable costs and expenses, including without limitation reasonable fees and expenses of counsel, incurred by Holders in connection with enforcement of its rights under this Note.

11.  Lost, Stolen or Mutilated Note.  If this Note is lost, stolen, mutilated or destroyed, the Company will, on such reasonable terms with respect to indemnity or otherwise as it may in its discretion impose, issue a new note of like denomination, tenor, and date as this Note.  Any such

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new note shall constitute an original contractual obligation of the Company, and the lost, stolen, mutilated or destroyed, as applicable, Note shall be null and void.

12.  Counterparts.  This Note may be executed in counterparts, each of which shall be enforceable against the party actually executing such counterpart, and which together shall constitute one instrument.

This Note has been executed and delivered as of the date first above written.

COMPANY

MPM Technologies, Inc.

By ________________________

Peter Chase, Chief Executive Officer

ACCEPTED AND AGREED:

HOLDERS

______________________________

Print Address of Holders

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EX-10.1

Exhibit 10.1

MPM TECHNOLOGIES, INC.

CONVERTIBLE NOTE PURCHASE AGREEMENT

April 29, 2013

This Convertible Note Purchase Agreement (this "Agreement") is made as of April 29, 2013 by and among MPM Technologies, Inc., a Washington corporation (the "Company"), and each of the purchasers listed on Exhibit A attached to this Agreement (each a "Purchaser" and together the "Purchasers").

RECITALS

The Company desires to issue and sell, and each Purchaser desires to purchase, a convertible promissory note in substantially the form attached to this Agreement as Exhibit B (the "Note") which shall be convertible on the terms stated therein into equity securities of the Company. The Notes and the equity securities issuable upon conversion or exercise thereof (and the securities issuable upon conversion of such equity securities) are collectively referred to herein as the "Securities."

AGREEMENT

In consideration of the mutual promises contained herein and other good and valuable consideration, receipt and adequacy of which are hereby acknowledged, the parties to this Agreement agree as follows:

1. Purchase and Sale of Notes.

(a.) Sale and Issuance of Notes. Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing (as defined below) and the Company agrees to sell and issue to each Purchaser a Note in the principal amount set forth opposite such Purchaser's name on Exhibit A. The purchase price of each Note shall be equal to 100% of the principal amount of such Note. The Company's agreements with each of the Purchasers are separate agreements, and the sales of the Notes to each of the Purchasers are separate sales.

(b.) Closing; Delivery.

(i.) Each purchase and sale of the Notes shall take place at the Company's offices at such time and place as the Company and the Purchasers mutually agree upon, orally or in writing (each, a "Closing"). The Company shall update Exhibit A to reflect each sale of Notes and such update shall not constitute an amendment of this Agreement.

(ii.) At each Closing, the Company shall deliver to each Purchaser the Note to be purchased by such Purchaser against (1) payment of the purchase price therefor by check payable to the Company or by wire transfer to a bank designated by the Company, (2) delivery of counterpart signature pages to this Agreement and (3) delivery of a validly

completed and executed IRS Form W-8 BEN or IRS Form W-9, as applicable, establishing such Purchaser's exemption from withholding tax, which forms are attached to this Agreement as Exhibit C

2. Stock Purchase Agreement.  Each Purchaser understands and agrees that the conversion of the Notes into equity securities of the Company will require such Purchaser's execution of certain agreements relating to the purchase and sale of such securities as well as any rights relating to such equity securities.

3. Representations and Warranties of the Company. The Company hereby represents and warrants to each Purchaser that:

(a.) Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Oregon and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties.

(b.) Authorization. This Agreement, the Notes, and the stock issuable upon conversion of the Notes, have been duly authorized by the Board of Directors of the Company; however, (i) no shareholder approval has been obtained, (ii) the Company has not obtained the necessary corporate approval for the authorization of the issuance of any additional shares of Series A Preferred Stock or any new series of Preferred Stock into which the Notes may convert (together, the "Preferred Stock"), or and (iii) a sufficient number of shares of Preferred Stock has not been authorized under the Company's Articles of Incorporation to provide for the issuance of such shares upon conversion or exercise (as applicable) of the Notes. This Agreement and the Notes, when executed and delivered by the Company, shall constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other laws of general application affecting enforcement of creditors' rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

 (c) Title to Property and Assets. The Company has good and marketable title to all of its properties, intangible and tangible assets that it owns free and clear of all mortgages, liens, loans, claims and encumbrances, except liens for current taxes and assessments not yet due and minor liens and encumbrances which arise in the ordinary course of business and which do not, in any case, in the aggregate, materially detract from the value or use of the property subject thereto or materially impair the operations of the Company. With respect to the property and assets it leases, the Company is in material compliance with such leases and holds a valid leasehold interest free of all liens, claims or encumbrances.

(d) Litigation. There is no action, suit, proceeding or investigation pending or, to the Company's knowledge, currently threatened before any court, administrative agency, or other governmental body (nor, to the Company's knowledge, is there any basis for any such action, suit, proceeding or investigation) that might result, either individually or in the aggregate, in a material adverse effect to the Company. The Company is not a party or subject to, and none of its assets is bound by, the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit or proceeding by the Company currently pending or that the Company intends to initiate.

4. Representations and Warranties of the Purchasers. Each Purchaser hereby represents and warrants to the Company that:

(a.) Authorization. Such Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors' rights generally, and as limited by laws relating to the availability of a specific performance, injunctive relief, or other equitable remedies.

(b.) Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser's representation to the Company, which by the Purchaser's execution of this Agreement, the Purchaser hereby confirms, that the Securities to be acquired by the Purchaser will be acquired for investment for the Purchaser's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Securities. The Purchaser has not been formed for the specific purpose of acquiring any of the Securities.

(c.) Knowledge; Experience.  The Purchaser and its counsel and, if applicable, other representatives have been afforded access to all information and documents requested and the opportunity to meet with and ask questions of the Company's management and other parties with which the Company has or is doing business. The Purchaser acknowledges that it has not requested the Company to disclose any information related in any way to any of the Company’s financial statements, accounting data, financial condition or results of operations, and that the Company has not disclosed to Purchaser any such information or any material non-public information. The Purchaser acknowledges that (i) there are no representations and warranties other than those expressly set forth in this Agreement, and (ii) the Purchaser has not relied nor will rely in respect of this Agreement or the transactions contemplated thereby upon any document or written or oral information furnished to or discovered by the Purchaser at any time, other than this Agreement, including the schedules hereto. The Company will not have or be subject to any liability to the Purchaser or any other person resulting from the distribution to the Purchaser, or the Purchaser's use of, any information not expressly contained in this Agreement (including, without limitation, any offering memorandum provided to the Purchaser).  The Purchaser (i) has carefully read this Agreement and the Note, (ii) has had the opportunity to consult independent financial, tax, valuation, legal, and other experts, (iii) understands that the investment in the Securities involves a high degree of risk and is suitable only for persons of adequate financial means who have no need for liquidity, (iv) recognizes the highly speculative nature of the investment in the Securities and understands that the Purchaser may not be able to liquidate this investment, (v) understands that he or she could sustain a complete loss of the investment in the

Securities and is able to bear the economic risk of losing this entire investment, and (vi) has significant prior investment experience, including investment in non listed or non registered securities.

(d.) Restricted Securities. The Purchaser understands that the Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser's representations as expressed herein. The Purchaser understands that the Securities are "restricted securities" under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities for resale. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of the Purchaser's control, and which the Company is under no obligation and may not be able to satisfy.

(e.) Legends. The Purchaser understands that the Securities, and any securities issued in respect thereof or exchange therefor, may bear one or all of the following legends:

(i.) "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933."

(ii.) Any legend required by the Blue Sky laws of any state to the extent such laws are applicable to the shares represented by the certificate so legended.

(g.) Accredited Investor. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(h.) No Other Representations. The Purchaser is not relying on any representations and warranties of the Company in connection with the purchase of the Securities, other than the representations and warranties of the Company in Section 3.

5. Conditions of the Purchasers' Obligations at Closing. The obligations of each Purchaser to the Company under this Agreement are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

(a.) Representations and Warranties. The representations and warranties of the Company contained in Section 3 shall be true in all material respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.

(b.) Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Securities pursuant to this Agreement shall be obtained and effective as of the Closing.

6. Conditions of the Company's Obligations at Closing. The obligations of the Company to each Purchaser under this Agreement are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

(a.) Representations and Warranties. The representations and warranties of each Purchaser contained in Section 4 shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing.

(b.) Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Securities pursuant to this Agreement shall be obtained and effective as of the Closing.

(c.) Delivery of Form W-8 BEN or Form W-9 . Each Purchaser shall have completed and delivered to the Company a validly executed IRS Form W-8 BEN or IRS Form W-9, as applicable, establishing such Purchaser's exemption from withholding tax.

7. Miscellaneous.

(a.) Successors and Assigns.  The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

(b.) Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Washington, without giving effect to principles of conflicts of law.

(c.) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

(d.) Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

(e.) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, if such notice is addressed to the address of a Purchaser as set forth on Exhibit A, as such exhibit may be updated from time to time, and to the Company, 1727 E. Springfield Avenue, Ste. C, Spokane, WA 99202, Attention: Peter Chase, Chief Executive Officer, with a copy to Peter E. Moye, K&L Gates LLP 618 W. Riverside Avenue, Suite 300, Spokane, WA  99201 or as subsequently modified by written notice.

(f.) Finder's Fee. Each Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder's fee (and the costs and expenses of defending against such liability or asserted liability) for which each Purchaser or any of its officers, employees, or representatives is responsible. The Company agrees to indemnify and hold harmless each Purchaser from any liability for any commission or compensation in the nature of a finder's fee (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

(g.) Amendments and Waivers.  Any term of this Agreement may be amended or waived only with the written consent of the Company and the holders of at least a majority in interest of the Notes. Any amendment or waiver effected in accordance with

this Section 8(g) shall be binding upon each Purchaser and each transferee of the Securities, each future holder of all such Securities, and the Company.

(h.) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith, in order to maintain the economic position enjoyed by each party as close as possible to that under the provision rendered unenforceable. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of this Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Agreement shall be enforceable in accordance with its terms.

(i.) Entire Agreement. This Agreement, and the documents referred to herein constitute the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements existing between the parties hereto are expressly canceled.

(j.) Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Purchaser agrees that no Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the Securities.

The parties have executed this Convertible Note Purchase Agreement as of the date first written above.

COMPANY: MPM Technologies, Inc.

By:  ____________________                                                    

Name: Peter Chase

Title: President

PURCHASERS:

_______________________

_______________________

Exhibit A - Schedule of Purchasers

Exhibit B - Form of Promissory Note

Exhibit C - Purchaser Withholding Exemptions

EXHIBIT A

SCHEDULE OF PURCHASERS

Name/Address and Facsimile Number of Purchasers   Original Principal Amount of Note

EXHIBIT B

FORM OF CONVERTIBLE PROMISSORY NOTE

EXHIBIT C

PURCHASER WITHHOLDING EXEMPTIONS