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






NON BROKERED PRIVATE PLACEMENT SUBSCRIPTION 


MANTRA VENTURE GROUP LTD. 


PRIVATE PLACEMENT 

INSTRUCTIONS TO SUBSCRIBER: 

	1. 	
      COMPLETE the information on page 2 of this
      Subscription Agreement.

	 	 
	2. 	
      If resident in the United States, COMPLETE the
      Prospective Investor Suitability Questionnaire attached as Appendix 1 to
      this Subscription Agreement (the ”US Questionnaire”).

	 	 
	3. 	
      If resident in Canada, COMPLETE the Canadian
      Questionnaire attached as Appendix 2 to this Subscription Agreement (the
      ”Canadian Questionnaire”)

	 	 
		
      (collectively, the “Questionnaires”)

	 	 
	4. 	
      COURIER the originally executed copy of the entire
      Subscription Agreement, together with the Questionnaire, to the Company
      at:



Mantra Venture Group Ltd. 
c/o Macdonald Tuskey,
Corporate and Securities Lawyers 
400 – 570 Granville Street

Vancouver, Canada V6C 3P1 


If you have any questions please contact Larry Kristof,
President of the Company, at: (604) 560-1503. 




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PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

	TO: 	Mantra
      Venture Group Ltd. (the “Company”) 	#560 –
      800 15355 24th Avenue, Surrey, British Columbia, Canada V4A 2H9
    


Subject and pursuant to the attached “Terms and Conditions” of
this Subscription Agreement, including all schedules and appendices attached
hereto, the Subscriber hereby irrevocably subscribes for, and on the Closing
Date, will purchase from the Company, the following securities at the following
price: 


	__________________Units 
	US$0.17 per Unit for a total purchase price of
      ________________________________
	The Subscriber owns, directly or indirectly, the following
      securities of the Company: 
	 ________________________________________________________________________________
	[Check if applicable]    The Subscriber
      is an [   ] affiliate of the Company 



The Subscriber directs the Company to issue, register and
deliver the certificates representing the Shares and Warrants as follows: 


	REGISTRATION INSTRUCTIONS 	 	DELIVERY INSTRUCTIONS 
	 	 	 
	 	 	 
	Name to appear on
      certificate 	 	Name
      and account reference, if applicable 
	 	 	 
	 	 	 
	Account reference if
      applicable 	 	Contact
      name 
	 	 	 
	 	 	 
	Address 	 	Address    
	 	 	 
	 	 	 
	  	 	Telephone Number 



EXECUTED by the Subscriber this ______day of _________,
201__. 


	WITNESS: 	 	EXECUTION BY SUBSCRIBER: 
	 	 	X 
	Signature of Witness 	 	Signature of individual (if Subscriber is an
      individual) 
	 	 	X 
	Name of Witness 	 	Authorized signatory (if Subscriber is not
      an individual) 
	 	 	  
	Address of Witness 	 	Name of Subscriber (please print) 
	 	 	  
	 	 	Name of
      authorized signatory (please print) 
	ACCEPTED this day of
      _________, 201__ 	 	  
	MANTRA VENTURE
      GROUP LTD. 	 	Address
      of Subscriber (residence) 
	per: 	 	  
	 	 	Telephone Number 
	Authorized Signatory    	 	  
	 	 	E-mail
      address 
	 	 	  
	 	 	Social Security/ Social Insurance/Tax ID No.:  







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By signing this acceptance, the Subscriber agrees to be bound
by the term and conditions of this Subscription Agreement.

3




- 4 - 

NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE
OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS
(AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE
ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. 

TERMS AND CONDITIONS 

1.                      
 Subscription 

1.1                     
The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees
to purchase the number of units of the Company (the “Units”) as set out on page
2 of this Subscription Agreement at a price of US$0.20 per Unit, each Unit to be
comprised of one share of common stock (a “Share”) and one share
purchase warrant (a “Warrant”) to purchase one additional Share (a “Warrant
Share”) at a price of $0.37 per Warrant Share, exercisable for 60 months from
closing or for 5 business days after the Company’s common stock closes at a
price at or above $2.50 per share for five consecutive trading days at a
volume of 300,000 shares a day or greater. The Units, Shares, Warrants and
Warrant Shares are collectively referred to herein as the “Securities”.
Mantra Venture Group will give notice to Holder by telephone and email at
which time the holder must exercise within 7 days notice. 

1.2                     
The Company hereby agrees to sell, on the basis of the representations and
warranties and subject to the terms and conditions set forth herein, to the
Subscriber the Securities. Subject to the terms hereof, the Subscription
Agreement will be effective upon its acceptance by the Company. 

1.3                     
Unless otherwise provided, all dollar amounts referred to in this Subscription
Agreement are in lawful money of the United States of America. 

2.                       
Payment 

2.1                     
The Subscription Proceeds must accompany this Subscription and shall be paid by
bank draft, money order or cheque drawn on a major U.S. bank or Canadian
chartered back acceptable to the Company, or shall be wired to the Company’s
lawyers pursuant to wiring instructions. If the funds are wired to the Company's
lawyers, those lawyers are authorized to immediately deliver the funds to the
Company without further authorization from the Subscriber. 

2.2                     
The Subscriber acknowledges and agrees that this Subscription Agreement, the
Subscription Proceeds and any other documents delivered in connection herewith
will be held by the Company's lawyers on behalf of the Company. In the event
that this Subscription Agreement is not accepted by the Company for whatever
reason within 60 days of the delivery of an executed Subscription Agreement by
the Subscriber, this Subscription Agreement, the Subscription Proceeds and any
other documents delivered in connection herewith will be returned to the
Subscriber at the address of the Subscriber as set forth in this Subscription
Agreement without interest or deduction. 

2.3                     
Where the Subscription Proceeds are paid to the Company, the Company may treat
the Subscription Proceeds as a non-interest bearing loan and may use the
Subscription Proceeds prior to this Subscription Agreement being accepted by the
Company. 

3.                      
 Questionnaires and Undertaking and Direction 

3.1                     
The Subscriber must complete, sign and return to the Company the following
documents: 

	 	(a) 	
      One (1) executed copy of this Subscription
    Agreement;

	 	 	 
	 	(b) 	
      the US Questionnaire in the form attached as Appendix 1
      if the Subscriber is resident in the United States;
and







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	 	(c) 	
      the Canadian Questionnaire in the form attached as
      Appendix 2 if the Subscriber is resident in Canada.

	 	 	 
	 		
      (collectively, the
“Questionnaires”)



3.2                     
The Subscriber shall complete, sign and return to the Company as soon as
possible, on request by the Company, any documents, questionnaires, notices and
undertakings as may be required by regulatory authorities, stock exchanges and
applicable law. 

4.                       
Closing 

4.1                     
Closing of the purchase and sale of the Units shall occur on or before
March 27th , 20114 or on
such other date as may be determined by the Company in its sole discretion (the
“Closing Date”). BUT NOT THE EARLIER THAN MARCH
27TH, 2014. The Subscriber acknowledges that Units
may be issued to other subscribers under this offering (the “Offering”) before
or after the Closing Date. The Company, may, at its discretion, elect to close
the Offering in one or more closings, in which event the Company may agree with
one or more subscribers (including the Subscriber hereunder) to complete
delivery of the Units to such subscriber(s) against payment therefore at any
time on or prior to the Closing Date. 

4.2                     
Subscriber may terminate this agreement up to March
27th, 2014 if he is unsatisfied
with his due diligence in his absolute sole discretion.

5.                      
 Acknowledgements of Subscriber 

5.1                     
The Subscriber acknowledges and agrees that: 

	 	(a) 	
      none of the Securities have been registered under the
      1933 Act, or under any state securities or “blue sky” laws of any state of
      the United States, and, unless so registered, may not be offered or sold
      in the United States or to U.S. Persons, as that term is defined in
      Regulation S under the 1933 Act (“Regulation S”), except pursuant to an
      exemption from, or in a transaction not subject to, the registration
      requirements of the 1933 Act;

	 	 	 
	 	(b) 	
      the Subscriber acknowledges that the Company has not
      undertaken, and will have no obligation, to register any of the Securities
      under the 1933 Act;

	 	 	 
	 	(c) 	
      the decision to execute this Subscription Agreement and
      purchase the Securities agreed to be purchased hereunder has not been
      based upon any oral or written representation as to fact or otherwise made
      by or on behalf of the Company. If the Company has presented a business
      plan to the Subscriber, the Subscriber acknowledges that the business plan
      may not be achieved or be achievable;

	 	 	 
	 	(d) 	
      the Subscriber and the Subscriber’s advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Company in connection with the sale of the Securities hereunder, and to
      obtain additional information, to the extent possessed or obtainable
      without unreasonable effort or expense, necessary to verify the accuracy
      of the information about the Company;

	 	 	 
	 	(e) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by Subscribers during reasonable business hours at its
      principal place of business and that all documents, records and books in
      connection with the sale of the Securities hereunder have been made
      available for inspection by the Subscriber, the Subscriber’s attorney
      and/or advisor(s);

	 	 	 
	 	(f) 	
      by execution of this Subscription Agreement the
      Subscriber has waived the need for the Company to communicate its
      acceptance of the purchase of the Securities pursuant to this Subscription
      Agreement;

	 	 	 
	 	(g) 	
      all information which the Subscriber has provided to the
      Company in the Questionnaires are correct and complete as of the date the
      Questionnaires are signed, and if there should be any change in
  such information prior to the Subscription being accepted by
      the Company, the Subscriber will immediately provide the Company with such
  information;



5




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	 	(h) 	
      the Company is entitled to rely on the representations
      and warranties and the statements and answers of the Subscriber contained
      in this Subscription Agreement and in the Questionnaires, and the
      Subscriber will hold harmless the Company from any loss or damage it may
      suffer as a result of the Subscriber’s failure to correctly complete this
      Subscription Agreement or the Questionnaires;

	 	 	 
	 	(i) 	
      it will indemnify and hold harmless the Company and,
      where applicable, its respective directors, officers, employees, agents,
      advisors and shareholders from and against any and all loss, liability,
      claim, damage and expense whatsoever (including, but not limited to, any
      and all fees, costs and expenses whatsoever reasonably incurred in
      investigating, preparing or defending against any claim, lawsuit,
      administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any representation or warranty of
      the Subscriber contained herein or in any document furnished by the
      Subscriber to the Company in connection herewith being untrue in any
      material respect or any breach or failure by the Subscriber to comply with
      any covenant or agreement made by the Subscriber to the Company in
      connection therewith;

	 	 	 
	 	(j) 	
      the issuance and sale of the Securities to the Subscriber
      will not be completed if it would be unlawful or if, in the discretion of
      the Company acting reasonably, it is not in the best interests of the
      Company;

	 	 	 
	 	(k) 	
      it has been advised to consult its own legal, tax and
      other advisors with respect to the merits and risks of an investment in
      the Securities and with respect to applicable resale restrictions and it
      is solely responsible (and the Company is not in any way responsible) for
      compliance with applicable resale restrictions;

	 	 	 
	 	(l) 	
      none of the Securities are listed on any stock exchange
      or automated dealer quotation system and no representation has been made
      to the Subscriber that any of the Securities will become listed on any
      stock exchange or automated dealer quotation system, except that certain
      market makers currently make a market in the Company’s share of common
      stock on the over-the counter bulletin board in the United
  States;

	 	 	 
	 	(m) 	
      it is acquiring the Securities as principal for its own
      account, for investment purposes only, and not with a view to, or for,
      resale, distribution or fractionalization thereof, in whole or in part,
      and no other person has a direct or indirect beneficial interest in such
      Securities;

	 	 	 
	 	(n) 	
      the Subscriber is acquiring the Securities pursuant to an
      exemption from the registration and prospectus requirements of applicable
      securities legislation in all jurisdictions relevant to this Subscription,
      and, as a consequence, the Subscriber will not be entitled to use most of
      the civil remedies available under applicable securities legislation and
      the Subscriber will not receive information that would otherwise be
      required to be provided to the Subscriber pursuant to applicable
      securities legislation;

	 	 	 
	 	(o) 	
      the Subscriber has been advised that the business of the
      Company is in a start-up phase and acknowledges that there is no assurance
      that the Company will raise sufficient funds to adequately capitalize the
      business or that the business will be profitable in the future;

	 	 	 
	 	(p) 	
      no documents in connection with the sale of the
      Securities hereunder have been reviewed by the Securities and Exchange
      Commission or any state securities administrators;

	 	 	 
	 	(q) 	
      there is no government or other insurance covering any of
      the Securities;

	 	 	 
	 	(r) 	
      this Subscription Agreement is not enforceable by the
      Subscriber unless it has been accepted by the
Company.



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6.                       
Representations, Warranties and Covenants of the Subscriber 

6.1                     
The Subscriber hereby represents and warrants to and covenants with the Company
(which representations, warranties and covenants shall survive the Closing)
that: 

	 	(a) 	
      the Subscriber is resident in the jurisdiction set forth
      on page 2 underneath the Subscriber’s name and signature;

	 	 	 
	 	(b) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Subscription Agreement and to take all actions
      required pursuant hereto and, if the Subscriber is a corporation, it is
      duly incorporated and validly subsisting under the laws of its
      jurisdiction of incorporation and all necessary approvals by its
      directors, shareholders and others have been obtained to authorize
      execution and performance of this Subscription Agreement on behalf of the
      Subscriber;

	 	 	 
	 	(c) 	
      the Subscriber (i) has adequate net worth and means of
      providing for its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the
      Securities for an indefinite period of time;

	 	 	 
	 	(d) 	
      the Subscriber has made an independent examination and
      investigation of an investment in the Securities and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in anyway whatsoever for the
      Subscriber’s decision to invest in the Securities and the
  Company;

	 	 	 
	 	(e) 	
      all information contained in the Questionnaires are
      complete and accurate and may be relied upon by the Company and the
      Subscriber will notify the Company immediately of any material change in
      any such information occurring prior to the closing of the purchase of the
      Securities;

	 	 	 
	 	(f) 	
      the entering into of this Subscription Agreement and the
      transactions contemplated hereby do not result in the violation of any of
      the terms and provisions of any law applicable to, or the constating
      documents of, the Subscriber or of any agreement, written or oral, to
      which the Subscriber may be a party or by which the Subscriber is or may
      be bound;

	 	 	 
	 	(g) 	
      the Subscriber has duly executed and delivered this
      Subscription Agreement and it constitutes a valid and binding agreement of
      the Subscriber enforceable against the Subscriber;

	 	 	 
	 	(h) 	
      it understands and agrees that none of the Securities
      have been registered under the 1933 Act or any state securities laws, and,
      unless so registered, none may be offered or sold in the United States or,
      directly or indirectly, to U.S. Persons (as defined herein) except
      pursuant to an exemption from, or in a transaction not subject to, the
      Registration Requirements of the 1933 Act and in each case only in
      accordance with state securities laws;

	 	 	 
	 	(i) 	
      it is purchasing the Securities for its own account for
      investment purposes only and not for the account of any other person and
      not for distribution, assignment or resale to others, and no other person
      has a direct or indirect beneficial interest is such Securities, and the
      Subscriber has not subdivided his interest in the Securities with any
      other person;

	 	 	 
	 	(j) 	
      it is able to fend for itself in the Subscription and has
      the ability to bear the economic risks of its prospective investment and
      can afford the complete loss of such investment;

	 	 	 
	 	(k) 	
      if it is acquiring the Securities as a fiduciary or agent
      for one or more investor accounts, it has sole investment discretion with
      respect to each such account and it has full power to make the foregoing
      acknowledgments, representations and agreements on behalf of such
      account;

	 	 	 
	 	(l) 	
      it understands and agrees that the Company and others
      will rely upon the truth and accuracy of the acknowledgments,
      representations and agreements contained in sections 4 and 6 hereof and
      agrees that if any of such acknowledgments, representations and agreements
      are no longer accurate or have been breached, it shall promptly notify the
      Company;



7




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	 	(m) 	
      the Subscriber is not acquiring the Securities as a
      result of any form of general solicitation or general advertising
      including advertisements, articles, notices or other communications
      published in any newspaper, magazine or similar media or broadcast over
      radio, or television, or any seminar or meeting whose attendees have been
      invited by general solicitation or general advertising;

	 	 	 	 
	 	(n) 	
      no person has made to the Subscriber any written or oral
      representations:

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase any of the
      Securities;

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of any of
      the Securities;

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the Securities;
      or

	 	 	 	 
	 		(iv) 	
      that any of the Securities will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Securities of the
      Company on any stock exchange or automated dealer quotation
  system.



6.2                     
In this Subscription Agreement, the term “U.S. Person” shall have the meaning
ascribed thereto in Regulation S and for the purpose of the Subscription
includes any person in the United States. 

7.                       
Acknowledgement and Waiver 

7.1                     
The Subscriber has acknowledged that the decision to purchase the Securities was
solely made on the basis of publicly available information. The Subscriber
hereby waives, to the fullest extent permitted by law, any rights of withdrawal,
rescission or compensation for damages to which the Subscriber might be entitled
in connection with the distribution of any of the Securities. 

8.                       
Representations and Warranties will be Relied Upon by the Company


8.1                     
The Subscriber acknowledges that the representations and warranties contained
herein are made by it with the intention that they may be relied upon by the
Company and its legal counsel in determining the Subscriber’s eligibility to
purchase the Securities under applicable securities legislation, or (if
applicable) the eligibility of others on whose behalf it is contracting
hereunder to purchase the Securities under applicable securities legislation.
The Subscriber further agrees that by accepting delivery of the certificates
representing the Securities on the Closing Date, it will be representing and
warranting that the representations and warranties contained herein are true and
correct as at the Closing Date with the same force and effect as if they had
been made by the Subscriber at the Closing Date and that they will survive the
purchase by the Subscriber of the Securities and will continue in full force and
effect notwithstanding any subsequent disposition by the Subscriber of such
Securities. 

9.                       
Resale Restrictions 

9.1                     
The Subscriber acknowledges that any resale of the Securities will be subject to
resale restrictions contained in the securities legislation applicable to each
Subscriber or proposed transferee as set forth in paragraph 6 of this
Subscription Agreement. The Securities may not be offered or sold in the United
States unless registered in accordance with federal securities laws and all
applicable state securities laws or exemptions from such registration
requirements are available. 

10.                     
Legending and Registration of Subject Securities 

10.1                   
The Subscriber hereby acknowledges that that upon the issuance thereof, and
until such time as the same is no longer required under the applicable
securities laws and regulations, the certificates representing any of the
Securities will bear a legend in substantially the following form: 


  
    
      “NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
        SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN
      REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS." 

    

  



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10.2                   
The Subscriber hereby acknowledges and agrees to the Company making a notation
on its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Subscription Agreement. 

11.                     
Costs 

11.1                     The
Subscriber acknowledges and agrees that all costs and expenses incurred by the
Subscriber (including any fees and disbursements of any special counsel retained
by the Subscriber) relating to the purchase of the Securities shall be borne by
the Subscriber. 

12.                     
Governing Law 

12.1                   
This Subscription Agreement is governed by the laws of the Province of British
Columbia and the federal laws of the United States applicable herein. The
Subscriber, in its personal or corporate capacity and, if applicable, on behalf
of each beneficial purchaser for whom it is acting, irrevocably attorns to the
jurisdiction of the Province of British Columbia. 

13.                     
Survival 

13.1                   
This Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, shall survive and continue in full
force and effect and be binding upon the parties hereto notwithstanding the
completion of the purchase of the Securities by the Subscriber pursuant hereto.


14.                     
Assignment 

14.1                   
This Subscription Agreement is not transferable or assignable. 

15.                     
Execution 

15.1                   
The Company shall be entitled to rely on delivery by facsimile machine of an
executed copy of this Subscription Agreement and acceptance by the Company of
such facsimile copy shall be equally effective to create a valid and binding
agreement between the Subscriber and the Company in accordance with the terms
hereof. 

16.                     
Severability 

16.1                    The
invalidity or unenforceability of any particular provision of this Subscription
Agreement shall not affect or limit the validity or enforceability of the
remaining provisions of this Subscription Agreement. 

17.                     
Entire Agreement 

17.1                   
Except as expressly provided in this Subscription Agreement and in the
agreements, instruments and other documents contemplated or provided for herein,
this Subscription Agreement contains the entire agreement between the parties
with respect to the sale of the Securities and there are no other terms,
conditions, representations or warranties, whether expressed, implied, oral or
written, by statute or common law, by the Company or by anyone else. 

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18.                     
Notices 

18.1                    All
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Subscriber shall be directed to the address on
page 2 and notices to the Company shall be directed to it at the first page of
this Subscription Agreement. 

19.                     
Counterparts 

19.1                    This
Subscription Agreement may be executed in any number of counterparts, each of
which, when so executed and delivered, shall constitute an original and all of
which together shall constitute one instrument. 

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APPENDIX 1 

PROSPECTIVE INVESTOR SUITABILITY QUESTIONNAIRE


All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Subscription Agreement. 

This Questionnaire is for use by each Subscriber who is a US
person (as that term is defined Regulation S of the United States Securities Act
of 1933 (the “1933 Act”)) and has indicated an interest in purchasing Securities
of Mantra Venture Group Ltd. (the “Company”). The purpose of this Questionnaire
is to assure the Company that each Subscriber will meet the standards imposed by
the 1933 Act and the appropriate exemptions of applicable state securities laws.
The Company will rely on the information contained in this Questionnaire for the
purposes of such determination. The Securities will not be registered under the
1933 Act in reliance upon the exemption from registration afforded by Section
3(b) and/or Section 4(6) of the 1933 Act. This Questionnaire is not an offer of
Securities or any other securities of the Company in any state other than those
specifically authorized by the Company. 

All information contained in this Questionnaire will be treated
as confidential. However, by signing and returning this Questionnaire, each
Subscriber agrees that, if necessary, this Questionnaire may be presented to
such parties as the Company deems appropriate to establish the availability,
under the 1933 Act or applicable state securities law, of exemption from
registration in connection with the sale of the Securities hereunder. 

The Subscriber covenants, represents and warrants to the
Company that it satisfies one or more of the categories of “Accredited
Investors”, as defined by Regulation D promulgated under the 1933 Act, as
indicated below: (Please initial in the space provide those categories, if any,
of an “Accredited Investor” which the Subscriber satisfies) 

		__________	Category 1 	
      An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust or partnership, not formed for the specific purpose
      of acquiring the Securities, with total assets in excess of US $5,000,000;
      

	 	 	  	     
		__________	Category 2 	
      A natural person whose individual net worth, or joint net
      worth with that person’s spouse, on the date of purchase exceeds US
      $1,000,000; 

	 	 	  	     
		__________	Category 3 	
      A natural person who had an individual income in excess
      of US $200,000 in each of the two most recent years or joint income with
      that person’s spouse in excess of US $300,000 in each of those years and
      has a reasonable expectation of reaching the same income level in the
      current year; 

	 	 	  	     
		__________	Category 4 	
      A “bank” as defined under Section (3)(a)(2) of the 1933
      Act or savings and loan association or other institution as defined in
      Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary
      capacity; a broker dealer registered pursuant to Section 15 of the
      Securities Exchange Act of 1934 (United States); an insurance
      company as defined in Section 2(13) of the 1933 Act; an investment company
      registered under the Investment Company Act of 1940 (United
      States) or a business development company as defined in Section 2(a)(48)
      of such Act; a Small Business Investment Company licensed by the U.S.
      Small Business Administration under Section 301(c) or (d) of the Small
      Business Investment Act of 1958 (United States); a plan with total
      assets in excess of $5,000,000 established and maintained by a state, a
      political subdivision thereof, or an agency or instrumentality of a state
      or a political subdivision thereof, for the benefit of its employees; an
      employee benefit plan within the meaning of the Employee Retirement
      Income Security Act of 1974 (United States) whose investment decisions
      are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank,
      savings and loan association, insurance company or registered investment
      adviser, or if the employee benefit plan has total assets in excess of
      $5,000,000, or, if a self- directed plan, whose investment decisions are
  made solely by persons that are accredited investors; 







- 12 - 

	 	__________	Category 5 	
      A private business development company as defined in
      Section 202(a)(22) of the Investment Advisers Act of 1940 (United
      States); 

	 	 	  	     
	 	__________	Category 6 	
  A director or executive officer of the Company;

	 	 	  	     
	 	__________	Category 7 	
      A trust with total assets in excess of $5,000,000, not
      formed for the specific purpose of acquiring the Securities, whose
      purchase is directed by a sophisticated person as described in Rule
      506(b)(2)(ii) under the 1933 Act; 

	 	 	  	     
	 	__________	Category 8 	
      An entity in which all of the equity owners satisfy the
requirements of one or more of the foregoing categories;



Note that prospective Subscribers
claiming to satisfy one of the above categories of Accredited Investor may be
required to supply the Company with a balance sheet, prior years’ federal income
tax returns or other appropriate documentation to verify and substantiate the
Subscriber’s status as an Accredited Investor. 

	If the Subscriber is an entity which initialled Category 8
      in reliance upon the Accredited Investor categories above, state the name,
      address, total personal income from all sources for the previous calendar
      year, and the net worth (exclusive of home, home furnishings and personal
      automobiles) for each equity owner of the said entity: 
	  
	 
	 
	  
	  
	The Subscriber hereby certifies that the information
      contained in this Questionnaire is complete and accurate and the
      Subscriber will notify the Company promptly of any change in any such
      information. If this Questionnaire is being completed on behalf of a
      corporation, partnership, trust or estate, the person executing on behalf
      of the Subscriber represents that it has the authority to execute and
      deliver this Questionnaire on behalf of such entity. 


IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the _______ day of_____, 2012. 


	If a Corporation, Partnership or Other Entity: 	 	If an Individual: 
	  	 	  
	 	 	 
	 	 	 
	 	 	 
	Print of Type Name of Entity 	 	Signature 
	 	 	 
	 	 	 
	Signature of Authorized Signatory 	 	Print or Type Name 
	 	 	 
	 	 	 
	Type of Entity 	 	Social Security/Tax I.D. No.




12




GENERAL PROVISIONS 

1.         
DEFINITIONS 

1.1        In the
Subscription Agreement (including the first (cover) page, the Terms on pages 3
to 4, these General Provisions and the other schedules, questionnaires and
appendices incorporated by reference), the following words have the following
meanings unless otherwise indicated: 

	 	(a) 	
      “1933 Act” means the United States Securities Act
      of 1933, as amended;

	 	 	 
	 	(b) 	
      “Applicable Legislation” means the Securities
      Legislation Applicable to the Issuer (as defined on page 8) and all
      legislation incorporated in the definition of this term in other parts of
      the Subscription Agreement, together with the regulations and rules made
      and promulgated under that legislation and all administrative policy
      statements, blanket orders and rulings, notices and other administrative
      directions issued by the Commissions;

	 	 	 
	 	(c) 	
      “Closing” means the completion of the sale and
      purchase of the Purchased Securities;

	 	 	 
	 	(d) 	
      “Closing Date” has the meaning assigned in the
      Terms;

	 	 	 
	 	(e) 	
      “Closing Year” means the calendar year in which
      the Closing takes place;

	 	 	 
	 	(f) 	
      “Commissions” means the Commissions with
      Jurisdiction over the Issuer (as defined on page 4) and the securities
      commissions incorporated in the definition of this term in other parts of
      the Subscription Agreement;

	 	 	 
	 	(g) 	
      “Final Closing” means the last closing under the
      Private Placement;

	 	 	 
	 	(h) 	
      “General Provisions” means those portions of the
      Subscription Agreement headed “General Provisions” and contained on
      pages 7 to 12;

	 	 	 
	 	(i) 	
      “Private Placement” means the offering of the
      Units on the terms and conditions of this Subscription
Agreement;

	 	 	 
	 	(j) 	
      “Purchased Securities” has the meaning assigned in
      the Terms;

	 	 	 
	 	(k) 	
      “Regulatory Authorities” means the
    Commissions;

	 	 	 
	 	(l) 	
      “Securities” has the meaning assigned in the
      Terms;

	 	 	 
	 	(m) 	
      “Subscription Agreement” means the first (cover)
      page, the Terms on pages 3 to 4, the General Provisions and the other
      schedules and appendices incorporated by reference; and

	 	 	 
	 	(n) 	
      “Terms” means those portions of the Subscription
      Agreement headed “Terms” and contained on pages 3 to
4.



1.2        In the
Subscription Agreement, the following terms have the meanings defined in
Regulation S under the 1933 Act: “Directed Selling Efforts”,
“Foreign Issuer”, “Substantial U.S. Market Interest”,
“U.S. Person” and “United States”. 

1.3        In the
Subscription Agreement, unless otherwise specified, currencies are indicated in
U.S. dollars. 

1.4        In the
Subscription Agreement, other words and phrases that are capitalized have the
meanings assigned to them in the body hereof. 




- 2 - 

2.         
ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER


2.1       
Acknowledgements concerning offering 

The Purchaser acknowledges that: 

	 	(a) 	
      the Securities have not been registered under the 1933
      Act, or under any state securities or “blue sky” laws of any state of the
      United States, and are being offered only in a transaction not involving
      any public offering within the meaning of the 1933 Act, and, unless so
      registered, may not be offered or sold in the United States or to U.S.
      Persons (as defined herein), except pursuant to an effective registration
      statement under the 1933 Act, or pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the 1933 Act,
      and in each case only in accordance with applicable state securities
      laws;

	 	 	 
	 	(b) 	
      the Issuer will refuse to register any transfer of the
      Securities not made in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act or
      pursuant to an available exemption from, or in a transaction not subject
      to, the registration requirements of the 1933 Act;

	 	 	 
	 	(c) 	
      the Issuer has not undertaken, and will have no
      obligation, to register any of the Securities under the 1933
Act;

	 	 	 
	 	(d) 	
      the decision to execute this Subscription Agreement and
      purchase the Units agreed to be purchased hereunder has not been based
      upon any oral or written representation as to fact or otherwise made by or
      on behalf of the Issuer and such decision is based entirely upon a review
      of information (the “Company Information”) which has been provided by the
      Issuer to the Purchaser. If the Issuer has presented a business plan or
      any other type of corporate profile to the Purchaser, the Purchaser
      acknowledges that the business plan, the corporate profile and any
      projections or predictions contained in any such documents may not be
      achieved or be achievable;

	 	 	 
	 	(e) 	
      the Purchaser and the Purchaser's advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Issuer regarding the Offering, and to obtain additional information, to
      the extent possessed or obtainable without unreasonable effort or expense,
      necessary to verify the accuracy of the information contained in the
      Company Information, or any business plan, corporate profile or any other
      document provided to the Purchaser;

	 	 	 
	 	(f) 	
      the books and records of the Issuer were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Purchaser during reasonable business hours at its
      principal place of business and that all documents, records and books
      pertaining to this Offering have been made available for inspection by the
      Purchaser, the Purchaser's attorney and/or advisor(s);

	 	 	 
	 	(g) 	
      by execution hereof the Purchaser has waived the need for
      the Issuer to communicate its acceptance of the purchase of the Units
      pursuant to this Subscription Agreement;

	 	 	 
	 	(h) 	
      the Issuer is entitled to rely on the representations and
      warranties and the statements and answers of the Purchaser contained in
      this Subscription Agreement and in the Questionnaire, and the Purchaser
      will hold harmless the Issuer from any loss or damage it may suffer as a
      result of the Purchaser's failure to correctly complete this Subscription
      Agreement or the Questionnaire;

	 	 	 
	 	(i) 	
      the Purchaser will indemnify and hold harmless the Issuer
      and, where applicable, its respective directors, officers, employees,
      agents, advisors and shareholders from and against any and all loss,
      liability, claim, damage and expense whatsoever (including, but not
      limited to, any and all fees, costs and expenses whatsoever reasonably
      incurred in investigating, preparing or defending against any claim,
      lawsuit, administrative proceeding or investigation whether commenced
      or threatened) arising out of or based upon any
      representation or warranty of the Purchaser contained herein, the
      Questionnaire or in any other document furnished by the Purchaser to the
      Issuer in connection herewith, being untrue in any material respect or any
      breach or failure by the Purchaser to comply with any covenant or
      agreement made by the Purchaser to the Issuer in connection
  therewith;







- 3 - 

	 	(j) 	
      the issuance and sale of the Units to the Purchaser will
      not be completed if it would be unlawful or if, in the discretion of the
      Issuer acting reasonably, it is not in the best interests of the
      Issuer;

	 	 	 
	 	(k) 	
      the Purchaser has been advised to consult its own legal,
      tax and other advisors with respect to the merits and risks of an
      investment in the Units and with respect to applicable resale restrictions
      and it is solely responsible (and the Issuer is in any way responsible)
      for compliance with applicable resale restrictions;

	 	 	 
	 	(l) 	
      the Securities are not listed on any stock exchange or
      automated dealer quotation system and no representation has been made to
      the Purchaser that any of the Securities will become listed on any stock
      exchange or automated dealer quotation system;

	 	 	 
	 	(m) 	
      neither the SEC nor any other securities commission or
      similar regulatory authority has reviewed or passed on the merits of the
      Securities ;

	 	 	 
	 	(n) 	
      no documents in connection with this Offering have been
      reviewed by the SEC or any state securities administrators;

	 	 	 
	 	(o) 	
      there is no government or other insurance covering any of
      the Securities ; and

	 	 	 
	 	(p) 	
      this Subscription Agreement is not enforceable by the
      Purchaser unless it has been accepted by the Issuer, and the Purchaser
      acknowledges and agrees that the Issuer reserves the right to reject any
      Subscription for any reason..



2.2       
Representations by the Purchaser 

The Purchaser represents and warrants to the Issuer that, as at
the Agreement Date and at the Closing: 

	 	(q) 	
      the Purchaser is resident in the United States;

	 	 	 
	 	(r) 	
      the Purchaser has received and carefully read this
      Subscription Agreement;

	 	 	 
	 	(s) 	
      the Purchaser has the legal capacity and competence to
      enter into and execute this Subscription Agreement and to take all actions
      required pursuant hereto and, if the Purchaser is a corporation, it is
      duly incorporated and validly subsisting under the laws of its
      jurisdiction of incorporation and all necessary approvals by its
      directors, shareholders and others have been obtained to authorize
      execution and performance of this Subscription Agreement on behalf of the
      Purchaser;

	 	 	 
	 	(t) 	
      the Purchaser (i) has adequate net worth and means of
      providing for its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the Units for
      an indefinite period of time, and can afford the complete loss of such
      investment;

	 	 	 
	 	(u) 	
      the Purchaser is aware that an investment in the Issuer
      is speculative and involves certain risks, including the possible loss of
      the investment;

	 	 	 
	 	(v) 	
      the entering into of this Subscription Agreement and the
      transactions contemplated hereby do not result in the violation of any of
      the terms and provisions of any law applicable to, or, if
    applicable, the constating documents of, the Purchaser, or of any
      agreement, written or oral, to which the Purchaser may be a party or by
  which the Purchaser is or may be bound;







- 4 - 

	 	(w) 	
      the Purchaser has duly executed and delivered this
      Subscription Agreement and it constitutes a valid and binding agreement of
      the Purchaser enforceable against the Purchaser;

	 	 	 
	 	(x) 	
      the Purchaser has the requisite knowledge and experience
      in financial and business matters as to be capable of evaluating the
      merits and risks of the investment in the Units and the Issuer, and the
      Purchaser is providing evidence of such knowledge and experience in these
      matters through the information requested in the Questionnaire;

	 	 	 
	 	(y) 	
      the Purchaser understands and agrees that the Issuer and
      others will rely upon the truth and accuracy of the acknowledgements,
      representations and agreements contained in this Subscription Agreement,
      and agrees that if any of such acknowledgements, representations and
      agreements are no longer accurate or have been breached, the Purchaser
      shall promptly notify the Issuer;

	 	 	 
	 	(z) 	
      all information contained in the Questionnaire is
      complete and accurate and may be relied upon by the Issuer, and the
      Purchaser will notify the Issuer immediately of any material change in any
      such information occurring prior to the closing of the purchase of the
      Securities ;

	 	 	 
	 	(aa) 	
      the Purchaser is purchasing the Units for its own account
      for investment purposes only and not for the account of any other person
      and not for distribution, assignment or resale to others, and no other
      person has a direct or indirect beneficial interest is such Units, and the
      Purchaser has not subdivided his interest in the Units with any other
      person;

	 	 	 
	 	(bb) 	
      the Purchaser is not an underwriter of, or dealer in, the
      common shares of the Issuer, nor is the Purchaser participating, pursuant
      to a contractual agreement or otherwise, in the distribution of the
      Securities ;

	 	 	 
	 	(cc) 	
      the Purchaser has made an independent examination and
      investigation of an investment in the Units and the Issuer and has
      depended on the advice of its legal and financial advisors and agrees that
      the Issuer will not be responsible in anyway whatsoever for the
      Purchaser's decision to invest in the Units and the Issuer;

	 	 	 
	 	(dd) 	
      if the Purchaser is acquiring the Units as a fiduciary or
      agent for one or more investor accounts, the investor accounts for which
      the Purchaser acts as a fiduciary or agent satisfy the definition of an
      “Accredited Investor”, as the term is defined under Regulation D of the
      1933 Act;

	 	 	 
	 	(ee) 	
      if the Purchaser is acquiring the Units as a fiduciary or
      agent for one or more investor accounts, the Purchaser has sole investment
      discretion with respect to each such account, and the Purchaser has full
      power to make the foregoing acknowledgements, representations and
      agreements on behalf of such account;

	 	 	 
	 	(ff) 	
      the Purchaser is not aware of any advertisement of any of
      the Units and is not acquiring the Units as a result of any form of
      general solicitation or general advertising including advertisements,
      articles, notices or other communications published in any newspaper,
      magazine or similar media or broadcast over radio or television, or any
      seminar or meeting whose attendees have been invited by general
      solicitation or general advertising; and

	 	 	 
	 	(gg) 	
      no person has made to the Purchaser any written or oral
      representations:





	 	(i) 	
      that any person will resell or repurchase any of the
      Securities ;

	 	 	 
	 	(ii) 	
      that any person will refund the purchase price of any of
      the Securities ;







- 5 - 

	 	(iii) 	
      as to the future price or value of any of the Securities;
      or

	 	 	 
	 	(iv) 	
      that any of the Securities will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Securities of the
      Issuer on any stock exchange or automated dealer quotation
  system.



2.3        Reliance,
indemnity and notification of changes 

The representations and warranties in the Subscription
Agreement (including the first (cover) page, the Terms, the General Provisions
and the other schedules and appendices incorporated by reference) are made by
the Purchaser with the intent that they be relied upon by the Issuer in
determining its suitability as a purchaser of Purchased Securities, and the
Purchaser hereby agrees to indemnify the Issuer against all losses, claims,
costs, expenses and damages or liabilities which any of them may suffer or incur
as a result of reliance thereon. The Purchaser undertakes to notify the Issuer
immediately of any change in any representation, warranty or other information
relating to the Purchaser set forth in the Subscription Agreement (including the
first (cover) page, the Terms, the General Provisions and the other schedules
and appendices incorporated by reference) which takes place prior to the
Closing. 

2.4        Survival of
representations and warranties 

The representations and warranties contained in this Section
will survive the Closing. 

3.          
ISSUER’S ACCEPTANCE 

The Subscription Agreement, when executed by the Purchaser, and
delivered to the Issuer, will constitute a subscription for Units which will not
be binding on the Issuer until accepted by the Issuer by executing the
Subscription Agreement in the space provided on the face page(s) of the
Agreement and, notwithstanding the Agreement Date, if the Issuer accepts the
subscription by the Purchaser, the Subscription Agreement will be entered into
on the date of such execution by the Issuer. 

4.         
 CLOSING 

4.1         On or
before the end of the fifth business day before the Closing Date, the Purchaser
will deliver to the Issuer the Subscription Agreement and all applicable
schedules and required forms, duly executed, and payment in full for the total
price of the Purchased Securities to be purchased by the Purchaser. 

4.2         At Closing,
the Issuer will deliver to the Purchaser the certificates representing the
Purchased Securities purchased by the Purchaser registered in the name of the
Purchaser or its nominee, or as directed by the Purchaser.

5.          
MISCELLANEOUS 

5.1         The
Purchaser agrees to sell, assign or transfer the Securities only in accordance
with the requirements of applicable securities laws and any legends placed on
the Securities as contemplated by the Subscription Agreement. 

5.2         The
Purchaser hereby authorizes the Issuer to correct any minor errors in, or
complete any minor information missing from any part of the Subscription
Agreement and any other schedules, forms, certificates or documents executed by
the Purchaser and delivered to the Issuer in connection with the Private
Placement. 

5.3         The Issuer
may rely on delivery by fax machine of an executed copy of this subscription,
and acceptance by the Issuer of such faxed copy will be equally effective to
create a valid and binding agreement between the Purchaser and the Issuer in
accordance with the terms of the Subscription Agreement. 




- 6 - 

5.4         Without
limitation, this subscription and the transactions contemplated by this
Subscription Agreement are conditional upon and subject to the Issuer’s having
obtained such regulatory approval of this subscription and the transactions
contemplated by this Subscription Agreement as the Issuer considers necessary.


5.5         This
Subscription Agreement is not assignable or transferable by the parties hereto
without the express written consent of the other party to this Subscription
Agreement. 

5.6         Time is of
the essence of this Subscription Agreement. 

5.7         Except as
expressly provided in this Subscription Agreement and in the agreements,
instruments and other documents contemplated or provided for in this
Subscription Agreement, this Subscription Agreement contains the entire
agreement between the parties with respect to the Securities and there are no
other terms, conditions, representations or warranties whether expressed,
implied, oral or written, by statute, by common law, by the Issuer, or by anyone
else. 

5.8         The parties
to this Subscription Agreement may amend this Subscription Agreement only in
writing. 

5.9         This
Subscription Agreement enures to the benefit of and is binding upon the parties
to this Subscription Agreement and their successors and permitted assigns. 

5.10        A party to this
Subscription Agreement will give all notices to or other written communications
with the other party to this Subscription Agreement concerning this Subscription
Agreement by hand or by registered mail addressed to the address given on page
1. 

5.11        This
Subscription Agreement is to be read with all changes in gender or number as
required by the context. 

5.12        This
Subscription Agreement will be governed by and construed in accordance with the
internal laws of British Columbia (without reference to its rules governing the
choice or conflict of laws), and the parties hereto irrevocably attorn and
submit to the exclusive jurisdiction of the courts of British Columbia with
respect to any dispute related to this Subscription Agreement. 

End of General Provisions 




- 7 - 

EITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY
IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES. 

COMMON STOCK PURCHASE WARRANT 

MANTRA VENTURE GROUP LTD. 

	Warrant Shares: 	Initial Exercise Date: _____________, 2014
  


THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”)
certifies that, for value received, _____________________or its assigns (the
“Holder”) is entitled, upon the terms and subject to the limitations on
exercise and the conditions hereinafter set forth, at any time on or after the
date hereof (the “Initial Exercise Date”) and on or prior to the close of
business on the Sixty (60) month anniversary of the Initial Exercise Date, or
for 5 business after the Company’s common stock closes at or above $2.50 per
share for five consecutive trading days with volume of 300,000 then company will
give Shareholder notice to exercise by phone and by email or in writing at last
known address. The holder will then have seven days in which to exercise. This
will be (the “Termination Date”) but not thereafter, to subscribe
for and purchase from Mantra Venture Group, Ltd., a BC corporation (the
“Company”), up to the amount of shares stated above (as subject to
adjustment hereunder, the “Warrant Shares”) of the Company’s Common
Stock. The purchase price of one share of Common Stock under this Warrant shall
be equal to the Exercise Price, as defined in Section 2(b).

            Section
1            
Exercise.

            a)             Exercise
of Warrant. Exercise of the purchase rights represented by this Warrant may
be made, in whole or in part, at any time or times on or after the Initial
Exercise Date and on or before the Termination Date by delivery to the Company
(or such other office or agency of the Company as it may designate by notice in
writing to the registered Holder at the address of the Holder appearing on the
books of the Company) of a duly executed facsimile copy of the Notice of
Exercise form annexed hereto. Within three (3) Trading Days following the date
of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price
for the shares specified in the applicable Notice of Exercise by wire transfer
or cashier’s check drawn on a United States bank. Notwithstanding anything
herein to the contrary, the Holder shall not be required to physically surrender
this Warrant to the Company until the Holder has purchased all of the Warrant
Shares available hereunder and the Warrant has been exercised in full, in which
case, the Holder shall surrender this Warrant to the Company for cancellation
within three (3) Trading Days of the date the final Notice of Exercise is
delivered to the Company. Partial exercises of this Warrant resulting in
purchases of a portion of the total number of Warrant Shares available hereunder
shall have the effect of lowering the outstanding number of Warrant Shares
purchasable hereunder in an amount equal to the applicable number of Warrant
Shares purchased. The Holder and the Company shall maintain records showing the
number of Warrant Shares purchased and the date of such purchases. The Company
shall deliver any objection to any Notice of Exercise Form within one (1)
Business Day of receipt of such notice.

The Holder and any assignee, by acceptance of this Warrant,
acknowledge and agree that, by reason of the provisions of this paragraph,
following the purchase of a portion of the Warrant Shares hereunder, the number
of Warrant Shares available for purchase hereunder at any given time may be less
than the amount stated on the face hereof. 

            b)             Exercise
Price. The exercise price per share of the Common Stock under this Warrant
shall be $0.37, subject to adjustment hereunder (the “Exercise Price”).





- 8 - 

           
c)           
 Mechanics of Exercise.

            i.        
 Delivery of Certificates Upon Exercise. Certificates for shares
purchased hereunder shall be transmitted by the Transfer Agent to the Holder by
delivery of a share certificate to the Holder. 

            ii.       
Delivery of New Warrants Upon Exercise. If this Warrant shall have been
exercised in part, the Company shall, at the request of a Holder and upon
surrender of this Warrant certificate, at the time of delivery of the
certificate or certificates representing Warrant Shares, deliver to the Holder a
new Warrant evidencing the rights of the Holder to purchase the unpurchased
Warrant Shares called for by this Warrant, which new Warrant shall in all other
respects be identical with this Warrant. 

            iii.       Rescission
Rights. If the Company fails to cause the Transfer Agent to transmit to the
Holder a certificate or the certificates representing the Warrant Shares
pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder
will have the right to rescind such exercise. 

            iv.       
No Fractional Shares or Scrip. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. As to any
fraction of a share which the Holder would otherwise be entitled to purchase
upon such exercise, the Company shall, at its election, either pay a cash
adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the Exercise Price or round up to the next whole share. 

            v.        
Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares
shall be made without charge to the Holder for any issue or transfer tax or
other incidental expense in respect of the issuance of such certificate, all of
which taxes and expenses shall be paid by the Company, and such certificates
shall be issued in the name of the Holder or in such name or names as may be
directed by the Holder; provided, however, that in the event
certificates for Warrant Shares are to be issued in a name other than the name
of the Holder, this Warrant when surrendered for exercise shall be accompanied
by the Assignment Form attached hereto duly executed by the Holder and the
Company may require, as a condition thereto, the payment of a sum sufficient to
reimburse it for any transfer tax incidental thereto. 

            vi.       
Closing of Books. The Company will not close its stockholder books or
records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof. 

           
Section 2.         
   Miscellaneous. 

            a)            
No Rights as Stockholder Until Exercise. This Warrant does not entitle
the Holder to any voting rights, dividends or other rights as a stockholder of
the Company prior to the exercise hereof as set forth in Section 2(d)(i).

            b)             Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant or any stock certificate
relating to the Warrant Shares, and in case of loss, theft or destruction, of
indemnity or security reasonably satisfactory to it (which, in the case of the
Warrant, shall not include the posting of any bond), and upon surrender and
cancellation of such Warrant or stock certificate, if mutilated, the Company
will make and deliver a new Warrant or stock certificate of like tenor and dated
as of such cancellation, in lieu of such Warrant or stock certificate. 




- 9 - 

            c)       
     Saturdays, Sundays, Holidays, etc. If the last
or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a Business Day, then, such action may be
taken or such right may be exercised on the next succeeding Business Day. 

            d)     
       Jurisdiction. All questions
concerning the construction, validity, enforcement and interpretation of this
Warrant shall be determined in accordance with the provisions of the Purchase
Agreement. 

            e)      
      Restrictions. The Holder acknowledges that
the Warrant Shares acquired upon the exercise of this Warrant, if not
registered, will have restrictions upon resale imposed by state and federal
securities laws. 

            f)      
      Notices. Any notice, request or other
document required or permitted to be given or delivered to the Holder by the
Company shall be delivered in accordance with the notice provisions of the
Purchase Agreement. 

            g)     
       Limitation of Liability. No
provision hereof, in the absence of any affirmative action by the Holder to
exercise this Warrant to purchase Warrant Shares, and no enumeration herein of
the rights or privileges of the Holder, shall give rise to any liability of the
Holder for the purchase price of any Common Stock or as a stockholder of the
Company, whether such liability is asserted by the Company or by creditors of
the Company. 

            h)       
     Remedies. The Holder, in addition to being
entitled to exercise all rights granted by law, including recovery of damages,
will be entitled to specific performance of its rights under this Warrant. The
Company agrees that monetary damages would not be adequate compensation for any
loss incurred by reason of a breach by it of the provisions of this Warrant and
hereby agrees to waive and not to assert the defense in any action for specific
performance that a remedy at law would be adequate. 

            i)       
     Successors and Assigns. Subject to applicable
securities laws, this Warrant and the rights and obligations evidenced hereby
shall inure to the benefit of and be binding upon the successors and permitted
assigns of the Company and the successors and permitted assigns of Holder. The
provisions of this Warrant are intended to be for the benefit of any Holder from
time to time of this Warrant and shall be enforceable by the Holder or holder of
Warrant Shares. 

            j)      
      Amendment. This Warrant may be modified or
amended or the provisions hereof waived with the written consent of the Company
and the Holder. 

            k)       
     Severability. Wherever possible, each provision
of this Warrant shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Warrant shall be prohibited
by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provisions or the remaining provisions of this Warrant. 

      
     l)        
    Headings. The headings used in this Warrant are for
the convenience of reference only and shall not, for any purpose, be deemed a
part of this Warrant. 




- 10 - 

IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its officer thereunto duly authorized as of the date first above
indicated. 

MANTRA VENTURE GROUP LTD. 

 

	 	Per: 	  
	 	 	Name: Larry Kristof 
	 	 	Title: President







NOTICE OF EXERCISE 

	TO: 	MANTRA VENTURE GROUP LTD.
  



	 	(1) 	
      The undersigned hereby elects to purchase ________Warrant
      Shares of the Company pursuant to the terms of the attached Warrant (only
      if exercised in full), and tenders herewith payment of the exercise price
      in full, together with all applicable transfer taxes, if any.

	 	 	 
	 	(2) 	
      Payment shall take the form of lawful money of the United
      States; or

	 	 	 
	 	(3) 	
      Please issue a certificate or certificates representing
      said Warrant Shares in the name of the undersigned or in such other name
      as is specified below:



_______________________________

The Warrant Shares shall be delivered to the following DWAC
Account Number or by physical delivery of a certificate to: 


_______________________________

_______________________________

_______________________________


	 	(4) 	
      Accredited Investor. The undersigned is an
      “accredited investor” as defined in Regulation D promulgated under the
      Securities Act of 1933, as amended.



[SIGNATURE OF HOLDER] 

Name of Investing Entity:
________________________________________________________________________


Signature of Authorized Signatory of Investing Entity:
_________________________________________________

Name of Authorized
Signatory:
___________________________________________________________________

Title
of Authorized Signatory:
____________________________________________________________________

Date:
________________________________________________________________________________________



End of Subscription Agreement