Mantra Venture Group Ltd.: Exhibit 10.1 - Filed by newsfilecorp.com





DIRECTOR AGREEMENT 

THIS DIRECTOR AGREEMENT (the "Agreement") is
entered into on, May 7, 2013. 

BETWEEN 


  
    
      
        
          MANTRA VENTURE GROUP LTD., 

            a corporation
            incorporated under the laws of British Columbia having its principal business
            office at Suite 562, 800 15355 24th Avenue, Surrey, British Columbia,
            V4A 2H9 

        

      

    

  



(the ”Company“)


  
    
      
        
          AND PATRICK DODD 

            #312 1617
            GRAVELY STREET 

            VANCOUVER, BC V5L 3A8 

        

      

    

  



(the ”Director”) 

WHEREAS: 

	A. 	
      The Company is engaged in the business of researching,
      developing, marketing, distributing and licensing sustainable technologies
      and initiatives;

	 	 
	B. 	
      The Company wishes to engage the Director to serve on the
      Company’s Board of Directors.



THIS AGREEMENT WITNESSES that in consideration of
the premises and mutual covenants contained in this Agreement and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound, hereby agree as
follows: 

	1. 	
      ENGAGEMENT

	 	 
	1.1 	
      The Company hereby engages the Director to provide
      services in accordance with the terms and subject to the conditions of
      this Agreement and the Director hereby accepts such engagement.

	 	 
	2. 	
      TERM

	 	 
	2.1 	
      The term of the Director’s engagement shall be until the
      next annual general meeting of the Company in accordance with the
      Company’s articles (the “Term”).

	 	 
	3. 	
      SERVICES

	 	 
	3.1 	
      The Director hereby agrees to provide all services
      associated with serving as a member of the Company’s Board of Directors in
      accordance with the Company’s articles (the
  “Services”).








	3.2 	
      In providing the Services, the Director shall:

	 	 	 
		(a) 	
      comply with all applicable federal, provincial, local and
      foreign statutes, laws and regulations;

	 	 	 
		(b) 	
      not make any misrepresentation or omit to state any
      material fact that may result in a misrepresentation regarding the
      business of the Company; and

	 	 	 
		(c) 	
      not disclose, release or publish any information
      regarding the Company without its prior written
consent.




	4. 	
      RELATIONSHIP AMONG THE PARTIES

	 	 
	4.1 	
      Nothing contained in this Agreement shall be construed to
      constitute the parties as joint venturers, partners, co-owners or
      otherwise as participants in a joint undertaking.

	 	 
	5. 	
      COMPENSATION AND EXPENSES

	 	 
	5.1 	
      The Company shall reimburse the Director for any expenses
      reasonably incurred in the carrying out of the Services, if the Director
      requests and receives written approval from the Company to incur such
      expenses.

	 	 
	5.2 	
      The Director shall receive options to purchase 200,000
      shares of the Company’s common stock in accordance with Schedule “A”
      attached hereto for the Services provided pursuant to this
    Agreement.

	 	 
	6. 	
      SERVICES NOT EXCLUSIVE

	 	 
	6.1 	
      The Director agrees that he shall, at all times,
      faithfully and in a professional manner perform all of the duties that may
      be reasonably required of the him pursuant to the terms of this Agreement.
      The Company acknowledges that Director is engaged in other business
      activities, and that the Director shall be permitted to continue such
      activities during the term of this Agreement. The Director shall not be
      restricted from engaging in other business activities during the term of
      this Agreement, provided that he promptly informs the Company of any
      conflicts of interest and abstain from voting on or influencing any
      decisions affected by any conflict of interests in accordance with the
      Company’s policies.




	7. 	
      SUSPENSION AND
TERMINATION.




	7.1 	
      Force Majeure. The Company shall have the right to
      suspend or terminate this Agreement if the Director cannot perform his
      duties as a director in accordance with the Company’s articles, without
      any further obligation to the Director. The suspension of this Agreement
      shall not relieve the Director of any of his obligations hereunder or
      otherwise in connection with the Services.

	 	 
	7.2 	
      Effect of Termination. If the Company terminates
      this Agreement in accordance with the provisions hereof, the Company shall
      be released and discharged from any further liability or obligation
      whatsoever to the Director.

	 	 
	8. 	
      CONFIDENTIALITY

	 	 
	8.1 	
      The Director shall not, without prior authorization of
      the Company, at any time during the term of this agreement, or thereafter,
      disclose to any person, firm, association or corporation other than the
      directors, officers or employees of the Company, the private
  or business affairs of the Company or its
affiliated companies, or any other information of a private or confidential
nature concerning the Company or its affiliated companies including, without
limitation: 



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a) information concerning trade
secrets, products, technology, sales literature and brochures, forms, business
policies and concepts, and contracts of the Company; 

(b) information concerning
manufacturing and production, pricing and sales policies, and marketing
techniques and concepts in respect of products and services provided or to be
provided by the Company; 

(c) names, addresses and contact
information of past, present or prospective customers, employees, shareholders,
officers, directors or associates of the company, or any person or entity having
a past, present, or prospective business relationship with the Company, and 

b) names, addresses and contact
information of past, present or prospective suppliers, consultants, lenders or
professional advisors of the Company and prices or rates charged by them 

		
      which by virtue of the Director’s position, the Director
      may obtain during the term of this Agreement, or which the Director
      obtained during the course of their former engagement with the
    Company.

	 	 
		
      The Director acknowledges that the above-mentioned
      confidential information could be used to the detriment of the Company.
      Accordingly the Director undertake to treat confidentially all such
      information and agree not to disclose it to any third party or use it for
      any purpose or reason without the express written permission of the
      Company except as may be necessary to perform their duties, whether during
      the term of this Agreement or following termination the Director’s
      engagement by the Company.

	 	 
	9. 	
      NON-SOLICITATION

	 	 
	9.1 	
      During the term of this Agreement the Director shall not
      hire or take away or cause to be hired or taken away any employee or
      consultant of the Company. For a period of twelve (12) months following
      the termination of this Agreement the Director shall not hire or take away
      or cause to be hired or taken away any employee who was in the employ of
      the Company during the twelve (12) months preceding such
    termination.

	 	 
	10. 	
      INDEMNIFICATION

	 	 
	10.1 	
      The Company agrees to indemnify and hold harmless the
      Director and its respective agents and employees, against any losses,
      claims, damages or liabilities, joint or several, to which either party,
      or any such other person, may become subject, insofar as such losses,
      claims, damages or liabilities (or actions, suits or proceedings in
      respect thereof) arise out of or are based upon any untrue statement or
      alleged untrue statement of any material fact contained in the
      registration statement, any preliminary prospectus, the prospectus, or any
      amendment or supplement thereto; or arise out of or are based upon the
      omission or alleged omission to state therein a material fact required to
      be stated therein, or necessary to make the statements therein not
      misleading; and shall reimburse the Director, or any such other person,
      for any legal or other expenses reasonably incurred by the Director, or
      any such other person, in connection with investigation or defending any
      such loss, claim, damage, liability, or action, suit or
  proceeding.



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	10.2 	
      The Director agrees to indemnify and hold harmless the
      Company, its partners, financiers parent, affiliated and related
      companies, and all of their respective individual shareholders, directors,
      officers, employees, licensees and assigns from and against any claims,
      actions, losses and expenses (including legal expenses) occasioned by any
      breach of the Director’s representations and warranties contained in, or
      by any breach of any other provision of this Agreement by the
    Director.

	 	 
	11. 	
      MISCELLANEOUS PROVISIONS

	 	 
	11.1 	
      Time. Time is of the essence of this
    Agreement.

	 	 
	11.2 	
      Presumption. This Agreement or any section thereof
      shall not be construed against any party due to the fact that said
      Agreement or any section thereof was drafted by said party.

	 	 
	11.3 	
      Titles and Captions. All article, section and
      paragraph titles or captions contained in this Agreement are for
      convenience only and shall not be deemed part of the context nor affect
      the interpretation of this Agreement.

	 	 
	11.4 	
      Further Action. The parties hereto shall execute
      and deliver all documents, provide all information and take or forbear
      from all such action as may be necessary or appropriate to achieve the
      purposes of this Agreement.

	 	 
	11.5 	
      Good Faith, Cooperation and Due Diligence. The
      parties hereto covenant, warrant and represent to each other good faith,
      complete cooperation, due diligence and honesty in fact in the performance
      of all obligations of the parties pursuant to this Agreement. All promises
      and covenants are mutual and dependent.

	 	 
	11.6 	
      Savings Clause. If any provision of this
      Agreement, or the application of such provision to any person or
      circumstance, shall be held invalid, the remainder of this Agreement, or
      the application of such provision to persons or circumstances other than
      those as to which it is held invalid, shall not be affected
  thereby.

	 	 
	11.7 	
      Assignment. This Agreement may not be assigned by
      either party hereto without the written consent of the other.

	 	 
	11.8 	
      Notices. All notices required or permitted to be
      given under this Agreement shall be given in writing and shall be
      delivered, either personally or by express delivery service, to the party
      to be notified. Notice to each party shall be deemed to have been duly
      given upon delivery, personally or by courier, addressed to the attention
      of the officer at the address set forth heretofore, or to such other
      officer or addresses as either party may designate, upon at least ten (10)
      days written notice to the other party.

	 	 
	11.9 	
      Entire Agreement. This Agreement, including
      Schedule “A” attached hereto, contains the entire understanding and
      agreement among the parties. There are no other agreements, conditions or
      representations, oral or written, express or implied, with regard thereto.
      This Agreement may be amended only in writing signed by the
  parties.

	 	 
	11.10 	
      Waiver. A delay or failure by any party to
      exercise a right under this Agreement, or a partial or single exercise of
      that right, shall not constitute a waiver of that or any other
    right.

	 	 
	11.11 	
      Counterparts. This Agreement may be executed in
      duplicate counterparts, each of which shall be deemed an original, but all
      of which together shall constitute one and the same Agreement. In the
      event that this Agreement is signed by one party and faxed to
    another, the parties agree that a faxed signature shall be binding
  upon the parties as though the signature was an original.



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	11.12 	
      Successors. The provisions of this Agreement shall
      be binding upon the parties, their successors and permitted
  assigns.

	 	 
	11.13 	
      Jurisdiction. The parties hereby attorn the
      exclusive jurisdiction of the provincial and federal courts located in the
      city of Vancouver, British Columbia in relation to all disputes arising
      from the Agreement.

	 	 
	11.14 	
      Counsel. The parties expressly acknowledge that
      each has been advised to seek separate counsel for advice in this matter
      and has been given a reasonable opportunity to do
so.



IN WITNESS WHEREOF this Agreement has been executed by
the parties to it, as of the day, month and year first written above: 

MANTRA VENTURE GROUP LTD. 

 

	By: /s/ Larry
      Kristof 	 	/s/
      Patrick Dodd 
	  	 	  
	Larry Kristof 	 	Patrick Dodd 
	Its: President 	 	  


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SCHEDULE “A” 

Option Agreement 

THIS OPTION AGREEMENT
(the "Option Agreement") is entered into on May 7, 2013. 

BETWEEN 


  
    
      
        
          
            
              MANTRA VENTURE GROUP LTD., 

                a corporation under the laws
                of British Columbia having its principal business office at Suite 562, 800
                  15355 24th Ave., Surrey, British
                    Columbia, V4A 2H9. 

            

          

        

      

    

  



(the "Company")

AND 


  
    
      
        
          
            
              PATRICK DODD

            #312 1617 GRAVELY STREET 

                VANCOUVER, BC V5L 3A8 

            

          

        

      

    

  



(the “Optionee”) 

WHEREAS: 

	A. 	
      The Company has entered into a Director Agreement, dated,
      May 7, 2013 with the Optionee (the "Director Agreement"); and

	 	 
	B. 	
      In accordance with the provisions of the Director
      Agreement the Company has authorized the grant of options to the
      Optionee.



THIS AGREEMENT WITNESSES that the parties have agreed
that the terms and conditions of the relationship shall be as follows: 

	1. 	
      Grant of Option. The Company will issue to
      the Optionee the right and option, to purchase a total of 200,000 shares
      of the Company’s common stock at a price of US $0.10 per share immediately
      upon the signing of this Option Agreement (the “Options”).

	 	 
	2. 	
      Term. The Options shall terminate and will
      no longer be available for exercise the earlier
of:



(a) May 7, 2015; or 

(b) 180 calendar after resignation of
the Optionee from the Company’s board of directors. 

      
      In the event that the Options are terminated
pursuant to Section 2(b) hereof, 100,000 options shall remain available to the
Optionee for exercise until November 7, 2015. 

3.         
Non-transferability. The Options shall not be transferable except
to the Optionee’s estate, and the Options may be exercised during the lifetime
of the Optionee, only by the Optionee, or thereafter by its estate. More
particularly, but without limiting the generality of the foregoing, the Options
may not be assigned, transferred, pledged or hypothecated in any way, shall not
be assignable by operation of law, and shall not be subject to execution,
attachment or similar process. 

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      Any attempted assignment, transfer, pledge, hypothecation
      or other disposition of the Options contrary to these provisions, and the
      levy of any execution, attachment or similar process on the Options, shall
      be null and void.

	 	 	 
	4. 	
      Optionee. In consideration of the granting
      of the Options, and regardless of whether or not the Options shall be
      exercised, the Optionee will devote the agreed upon time, energy and skill
      to the service of the Company or one or more of its subsidiaries in
      accordance with the Management Agreement.

	 	 	 
	5. 	
      Method of Exercising Option.

	 	 	 
		(a) 	
      Subject to the terms and conditions of this Agreement,
      the Optionee may exercise the Options by sending a written notice to the
      Company, mailed or personally delivered to the Company at the following
      address: Suite 562, 800 15355 24th
      Ave., Surrey, British Columbia, V4A
      2H9.. Such notice shall state the election to exercise the
      Options and the number of shares in respect of which it is being
      exercised, and shall be signed by the Optionee. The notice shall be
      accompanied by payment of the full exercise price of the shares by
      certified cheque, bank draft or money order unless the Options are
      exercised on a cashless basis. The Company shall issue for the Optionee’s
      collection, a certificate or certificates representing the shares within
      14 days after receiving the notice. Upon exercising the Options, the
      Optionee may be required by the Company to make certain representations so
      that the issuance of shares pursuant to the Options will fall within
      exemptions from securities regulations.

	 	 	 
		(b) 	
      The certificate or certificates for the shares as to
      which the Options shall have been exercised shall be registered in the
      name of the Optionee and shall be delivered as provided above to or on the
      written order of the Optionee. All shares that shall be purchased on the
      exercise of the Options as provided in this Agreement shall be fully paid
      and non-assessable. The certificates representing any shares issued upon
      exercise of the Options may contain a restrictive legend.

	 	 	 
		(c) 	
      The Options may be exercised at a price of US$0.10
      per share (the “Purchase Price”).

	 	 	 
	6. 	
      Changes in Capital Structure. If all or any
      portion of the Options shall be exercised subsequent to any share
      dividend, split-up, recapitalization, merger, consolidation, combination
      or exchange of shares, separation, reorganization or liquidation occurring
      after the date of this Agreement, as a result of which shares of any class
      shall be issued in respect of outstanding common shares, or common shares
      shall be changed into the same or a different number of shares of the same
      or another class or classes, the person or persons so exercising the
      Options shall receive the aggregate number and class of shares which, if
      common shares (as authorized at the date of this Agreement) had been
      purchased at the date of this Agreement for the same aggregate price (on
      the basis of the price per share set forth in Section 5 of this Agreement)
      and had not been disposed of, such person or persons would be holding, at
      the time of such exercise, as a result of such purchase and all such share
      dividends, split-ups, recapitalizations, mergers, consolidations,
      combinations or exchanges of shares, separations, reorganizations or
      liquidations; provided, however, that no fractional share be issued on any
      such exercise, and the aggregate price paid shall be appropriately reduced
      on account of any fractional share not issued.



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	7. 	
      Reservation of Shares to Satisfy Option.
      The Company shall at all times during the term of the Options reserve and
      keep available such number of common shares as will be sufficient to
      satisfy the requirements of this Agreement.

	 	 	 
	8. 	
      Representations of the Optionee

	 	 	 
		(a) 	
      The Optionee understands and acknowledges that (a) the
      Options are being offered without a prospectus pursuant to the exemptions
      from registration found in Regulation S of the Securities Act of 1993, as
      amended (the "Securities Act"), (b) the Optionee has reviewed the
      confidential business plan of the Company or such other material documents
      of the Company as the Optionee has deemed necessary or appropriate for
      purposes of purchasing the Options, including this subscription agreement
      (collectively, the "Offering Documents"); and (c) this transaction has not
      been reviewed or approved by the United States Securities and Exchange
      Commission or by any regulatory authority charged with the administration
      of the securities laws of any state or foreign country.

	 	 	 
		(b) 	
      The Optionee either (i) has a preexisting personal or
      business relationship with the Company or its controlling persons, such as
      would enable a reasonably prudent Optionee to be aware of the character
      and general business and financial circumstances of the Company or its
      controlling persons, or (ii) by reason of the Optionee's business or
      financial experience, individually or in conjunction with the Optionee's
      unaffiliated professional advisors who are not compensated by the Company
      or any affiliate or selling agent of the Company, directly or indirectly,
      is capable of evaluating the merits and risks of an investment in the
      Options, making an informed investment decision and protecting the
      Optionee's own interests in connection with the transactions contemplated
      hereby.

	 	 	 
		(c) 	
      The Optionee understands and has fully considered for
      purposes of this investment the risks of this investment and understands
      that (i) this investment is suitable only for an Optionee who is able to
      bear the economic consequences of losing the Optionee's entire investment;
      (ii) the Company is a start-up enterprise with no significant operating
      history; (iii) the purchase of the Options is a speculative investment
      which involves a high degree of risk of loss by the Optionee of the
      Optionee's entire investment, and (iv) there are substantial restrictions
      on the transferability of, and there will be no public market for, the
      Options, and accordingly, it may not be possible for the Optionee to
      liquidate the Optionee's investment in the Options.

	 	 	 
		(d) 	
      The Optionee is able (i) to bear the economic risk of
      this investment, (ii) to hold the Options for an indefinite period of
      time, and (iii) to afford a complete loss of the Optionee's investment;
      and represents that the Optionee has sufficient liquid assets so that the
      lack of liquidity associated with this investment will not cause any undue
      financial difficulties or affect the Optionee's ability to provide for the
      Optionee's current needs and possible financial contingencies.

	 	 	 
		(e) 	
      The Optionee, in making the Optionee's decision to
      acquire the Options, has relied solely upon independent investigations
      made by the Optionee and the representations and warranties of the Company
      contained herein and the Optionee has been given (i) access to all
      material books and records of the Company; (ii) access to all material
      contracts and documents relating to this offering; and (iii) an
      opportunity to ask questions of, and to receive answers from, the
      appropriate executive officers and other persons acting on behalf of the
      Company concerning the Company and the terms and conditions of this
      offering, and to obtain any additional information, to the extent such
      persons possess such information or can acquire it without unreasonable
      effort or expense, necessary to verify the accuracy of the information.
      The Optionee acknowledges that no valid request to the Company by the
      Optionee for information of any kind about the Company has been refused or
      denied by the Company or remains unfulfilled as of the date
  thereof.



8





	 	(f) 	
      The Optionee has carefully considered this Option
      Agreement. In evaluating the suitability of an investment in the Company,
      the Optionee has not relied upon any representations or other information
      (whether oral or written) other than as set forth in this agreement or as
      contained in any documents or answers to questions furnished by the
      Company.

	 	 	 
	 	(g) 	
      All of the information set forth on the cover page of
      this Agreement indicated as applicable to the Optionee, is true and
      correct in all respects.

	 	 	 
	 	(h) 	
      The Options are being acquired by the Optionee solely for
      the Optionee's own personal account, for investment purposes only, and not
      with a view to, or in connection with, any resale or distribution thereof;
      the Optionee has no contract, undertaking, understanding, agreement or
      arrangement, formal or informal, with any person to sell, transfer or
      pledge to any person the Options for which the Optionee hereby subscribes,
      or any part thereof, any interest therein or any rights thereto; the
      Optionee has no present plans to enter into any such contract,
      undertaking, agreement or arrangement; and the Optionee understands the
      legal consequences of the foregoing representations and warranties to mean
      that the Optionee must bear the economic risk of the investment for an
      indefinite period of time because the Options have not been registered
      under the Securities Act and applicable state securities laws and,
      therefore, cannot be sold unless they are subsequently registered under
      the Securities Act and applicable state securities laws (which the Company
      is not obligated, and has no current intention, to do) or unless an
      exemption from such registration is available.

	 	 	 
	 	(i) 	
      The Optionee has not engaged any broker, dealer, finder,
      commission agent or other similar person in connection with the offer,
      offer for sale, or sale of the Options and is not under any obligation to
      pay any broker's fee or commission in connection with the Optionee's
      investment.





	9. 	
      Counterparts. This Agreement may be signed
      in counterparts, each of which so signed shall be deemed to be an original
      (and each signed copy sent by electronic facsimile transmission shall be
      deemed to be an original), and such counterparts together shall constitute
      one and the same instrument and notwithstanding the date of execution,
      shall be deemed to bear the date as set forth
above.



IN WITNESS WHEREOF this Agreement has been executed by
the parties to it, as of the day, month and year first written above: 

MANTRA VENTURE GROUP LTD. 

	Per: /s/ Larry
      Kristof                                           
      	 	  
	Larry Kristof 	 	/s/ Patrick
      Dodd                               
       
	Its: President 	 	Patrick Dodd 


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