UNLESS
PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE MUST NOT TRADE SUCH SECURITIES BEFORE JUNE__,
2011 IN CANADA OR TO OR FOR THE BENEFIT OF A RESIDENT OF CANADA (See “Resale Restrictions”
herein).

     

    COMMON
SHARE PURCHASE WARRANT

    


     DEJOUR
ENTERPRISES LTD.

     

    
      
        	
                Warrant
      Number:______

              	 
      
	
                Warrant
      Shares:______

              	
                Initial
      Exercise Date: February_,
2011

              


      

    

      

    THIS
COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies
that, for value received, _____________ (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 February __, 2011 (the “Initial Exercise
Date”) and on or prior to the close of business on February __, 2012 (the
“Termination
Date”) but not thereafter, to subscribe for and purchase from Dejour
Enterprises Ltd., a corporation incorporated under the laws of British Columbia
(the “Company”), up to
_____ common shares (the “Warrant Shares”) in
the capital of the Company.  The purchase price of one Common Share
under this Warrant shall be equal to the Exercise Price, as defined in Section
2(b).

     

    Section
1.             Definitions.  Capitalized
terms used and not otherwise defined herein shall have the meanings set forth in
that certain Securities Purchase Agreement (the “Purchase Agreement”),
dated January 28, 2011, among the Company and the purchasers signatory
thereto.

     

    Section
2.             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; and, within three Trading Days of the
date said Notice of Exercise is delivered to the Company, the Company shall have
received payment of the aggregate Exercise Price of the shares thereby purchased
by wire transfer or cashier’s check drawn on a United States bank or, if
available, pursuant to the cashless exercise procedure specified in Section 2(c)
below.  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 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 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.

      

    
      
         


      

      
        1

        
          

        

      

      
         


      

    

      

    b)           Exercise
Price.  The exercise price per Common Share under this Warrant
shall be US$0.35,
subject to adjustment hereunder (the “Exercise
Price”).

     

    c)           Cashless
Exercise.  If at the time of exercise hereof (i) there is no
effective registration statement registering the Warrant Shares, or the
prospectus contained therein is not available for the issuance of the Warrant
Shares to the Holder, and (ii) all of the Warrant Shares are not then registered
for resale by Holder into the market at market prices from time to time on an
effective registration statement for use on a continuous basis (or the
prospectus contained therein is not available for use), then this Warrant may
only be exercised, in whole or in part, at such time by means of a “cashless
exercise” in which the Holder shall be entitled to receive a certificate for the
number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)]
by (A), where:

     

    
      	
               
      

            	
              A   =

            	
              the
      VWAP on the Trading Day immediately preceding the date on which Holder
      elects to exercise this Warrant by means of a “cashless exercise,” as set
      forth in the applicable Notice of
Exercise;

            


    

    


    
      	
               
      

            	
              B   =

            	
              the
      Exercise Price of this Warrant, as adjusted hereunder;
  and

            


    

    


    
      	
               
      

            	
              X  =

            	
              the
      number of Warrant Shares that would be issuable upon exercise of this
      Warrant in accordance with the terms of this Warrant if such exercise were
      by means of a cash exercise rather than a cashless
    exercise.

            


    

    


    “VWAP” means, for any
date, the price determined by the first of the following clauses that applies:
(a) if the Common Shares are then listed on a Trading Market in the United
States (other than the OTC Bulletin Board), the daily volume weighted average
price of the Common Shares for such date (or the nearest preceding date) on such
Trading Market as reported by Bloomberg L.P. (as defined below) (based on a
Trading Day from 9:30 a.m. (prevailing Eastern time) to 4:02 p.m. (prevailing
Eastern time); (b)  if the Common Shares are not then listed on a Trading
Market in the United States (other than the OTC Bulletin Board), the daily
volume weighted average price of the Common Shares fore the period of five
Trading Days ending on such date (or the nearest preceding date) on the Toronto
Stock Exchange (the “TSX”) as reported in
the TSX’s Historical Data Access database (based on a Trading Day from 9:30 a.m.
(prevailing Eastern time) to 4:02 p.m. (prevailing Eastern time), with the
values used in VWAP being calculated in Canadian dollars and converted into U.S.
dollars based on the Bank of Canada’s nominal noon exchange rate for Canadian
dollars to U.S. dollars on such date; (c) if the Common Shares are not then
listed on a Trading Market in the United States (other than the OTC Bulletin
Board) or the TSX, the volume weighted average price of the Common Shares for
such date (or the nearest preceding date) on the OTC Bulletin Board; (d) if the
Common Shares are not then listed or quoted for trading on any Trading Market
and if prices for the Common Shares are then reported in the “Pink Sheets”
published by Pink OTC Markets, Inc. (or a similar organization or agency
succeeding to its functions of reporting prices), the most recent bid price per
share of the Common Shares so reported; or (d) in all other cases, the fair
market value of the Common Shares as determined by an independent appraiser
selected in good faith by the Holders of a majority in interest of the
Securities then outstanding and reasonably acceptable to the Company, the fees
and expenses of which shall be paid by the Company.

      

    
      
         


      

      
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    “Bloomberg L.P.” means
Bloomberg L.P. or, if Bloomberg L.P. no longer reports the applicable pricing or
other information, such other data as may in the future replace Bloomberg L.P.
as the primary industry source of stock market data in the United
States.

     

    d)           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 crediting the
account of the Holder’s prime broker with the Depository Trust Company through
its Deposit Withdrawal Agent Commission (“DWAC”) system if the
Company is then a participant in such system and either (A) there is an
effective Registration Statement permitting the issuance of the Warrant Shares
to or resale of the Warrant Shares by the Holder or (B) this Warrant is being
exercised via cashless exercise, and otherwise by physical delivery to the
address specified by the Holder in the Notice of Exercise by the date that is
three Trading Days after the latest of (A) the delivery to the Company of the
fully completed Notice of Exercise Form and receipt of the DWAC request from the
Holder’s prime broker (if applicable), (B) surrender of this Warrant (if
required) and (C) payment of the aggregate Exercise Price as set forth above
(including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery
Date”).  This Warrant shall be deemed to have been exercised on
the first date on which all of the foregoing have been delivered to the
Company.  The Warrant Shares shall be deemed to have been issued, and
the Holder or any other person so designated to be named therein shall be deemed
to have become a holder of record of such shares for all purposes, as of the
date the Warrant has been exercised, with payment to the Company of the
aggregate Exercise Price (or by cashless exercise, if permitted) and all taxes
required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to
the issuance of such shares, having been paid. The Holder agrees that any
exercise of Warrants shall have not less than a minimum aggregate value of
US$4,000, or such lesser amount then outstanding, unless otherwise agreed by the
Company.

      

    
      
         


      

      
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    ii.     Delivery of New Warrants
Upon Exercise.  If this Warrant shall have been exercised in
part, the Company shall, at the request of the Holder and upon surrender of this
Warrant, at the time of delivery of the certificate or certificates representing
the Warrant Shares to be issued in connection with such exercise, deliver to the
Holder a new Warrant evidencing the rights of Holder to purchase the balance of
unpurchased Warrant Shares called for by this Warrant, which new Warrant shall
in all other respects be identical to 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.    Compensation for Buy-In on
Failure to Timely Deliver Certificates Upon Exercise.  In
addition to any other rights available to the Holder, 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 an exercise of this
Warrant on or before the applicable Warrant Share Delivery Date, and if after
such date the Holder is required by its broker to purchase (in an open market
transaction or otherwise) or the Holder’s brokerage firm otherwise purchases,
Common Shares to deliver in satisfaction of a sale by the Holder of the Warrant
Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the
Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the
Holder’s total purchase price (including brokerage commissions, if any) for the
Common Shares so purchased exceeds (y) the amount obtained by multiplying (1)
the number of Warrant Shares that the Company was required to deliver to the
Holder in connection with such exercise times (2) the price at which
the sell order giving rise to such purchase obligation was executed, and (B) at
the option of the Holder, either reinstate the portion of the Warrant and
equivalent number of Warrant Shares for which such exercise was not honored (in
which case such exercise shall be deemed rescinded) or deliver to the Holder the
number of Common Shares that would have been issued had the Company timely
complied with its exercise and delivery obligations hereunder.  For
example, if the Holder purchases Common Shares having a total purchase price of
US$11,000 to cover a Buy-In with respect to an attempted exercise of Common
Shares with an aggregate sale price giving rise to such purchase obligation of
US$10,000, under clause (A) of the immediately preceding sentence the Company
shall be required to pay the Holder US$1,000. The Holder shall provide the
Company written notice indicating the amounts payable to the Holder in respect
of the Buy-In and, upon request of the Company, evidence of the amount of such
loss.  Nothing herein shall limit a Holder’s right to pursue any other
remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with
respect to the Company’s failure to timely deliver certificates representing
Common Shares upon exercise of the Warrant as required pursuant to the terms
hereof.

      

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

      

    v.    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 pay a cash adjustment in respect of such
final fraction in an amount equal to such fraction multiplied by the Exercise
Price.

     

    vi.   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.

     

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

      

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    e)           Holder’s Exercise
Limitations.  The Company shall not effect any exercise of this
Warrant, and a Holder shall not have the right to exercise any portion of this
Warrant, pursuant to Section 2 or otherwise, to the extent that, after giving
effect to such issuance after exercise as set forth on the applicable Notice of
Exercise, the Holder (together with the Holder’s Affiliates, and any other
Persons acting as a group together with the Holder or any of the Holder’s
Affiliates) would beneficially own in excess of the Beneficial Ownership
Limitation (as defined below).  For purposes of the foregoing sentence, the
number of Common Shares beneficially owned by the Holder and its Affiliates
shall include the number of Common Shares issuable upon exercise of this Warrant
with respect to which such determination is being made, but shall exclude the
number of Common Shares which would be issuable upon (i) exercise of the
remaining, non-exercised portion of this Warrant beneficially owned by the
Holder or any of its Affiliates and (ii) exercise or conversion of the
unexercised or nonconverted portion of any other securities of the Company
(including, without limitation, any other  Common Share Equivalents)
subject to a limitation on conversion or exercise analogous to the limitation
contained herein beneficially owned by the Holder or any of its
Affiliates.  Except as set forth in the preceding sentence, for purposes of
this Section 2(e), beneficial ownership shall be calculated in accordance with
Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder, it being acknowledged by the Holder that the Company is not
representing to the Holder that such calculation is in compliance with Section
13(d) of the Exchange Act and the Holder is solely responsible for any schedules
required to be filed in accordance therewith.   To the extent
that the limitation contained in this Section 2(e) applies, the determination of
whether this Warrant is exercisable (in relation to other securities owned by
the Holder together with any Affiliates) and of which portion of this Warrant is
exercisable shall be in the sole discretion of the Holder, and the submission of
a Notice of Exercise shall be deemed to be the Holder’s determination of whether
this Warrant is exercisable (in relation to other securities owned by the Holder
together with any Affiliates) and of which portion of this Warrant is
exercisable, in each case subject to the Beneficial Ownership Limitation, and
the Company shall have no obligation to verify or confirm the accuracy of such
determination.   In addition, a determination as to any group
status as contemplated above shall be determined in accordance with Section
13(d) of the Exchange Act and the rules and regulations promulgated
thereunder.  For purposes of this Section 2(e), in determining the
number of outstanding Common Shares, a Holder may rely on the number of
outstanding Common Shares as reflected in (A) the Company’s most recent periodic
or annual report filed with the Commission, as the case may be, (B) a more
recent public announcement by the Company or (C) a more recent written notice by
the Company or the Transfer Agent setting forth the number of Common Shares
outstanding.  Upon the written or oral request of a Holder, the Company
shall within two Trading Days confirm orally and in writing to the Holder the
number of Common Shares then outstanding.  In any case, the number of
outstanding Common Shares shall be determined after giving effect to the
conversion or exercise of securities of the Company, including this Warrant, by
the Holder or its Affiliates since the date as of which such number of
outstanding Common Shares was reported.  The “Beneficial Ownership
Limitation” shall be 4.99% of the number of Common Shares outstanding
immediately after giving effect to the issuance of Common Shares issuable upon
exercise of this Warrant.  The Holder, upon not less than 61 days’
prior notice to the Company, may increase or decrease the Beneficial Ownership
Limitation provisions of this Section 2(e), provided that the Beneficial
Ownership Limitation in no event exceeds 9.99% of the number of Common Shares
outstanding immediately after giving effect to the issuance of Common Shares
upon exercise of this Warrant held by the Holder and the provisions of this
Section 2(e) shall continue to apply.  Any such increase or decrease
will not be effective until the 61st day
after such notice is delivered to the Company.  The provisions of this
paragraph shall be construed and implemented in a manner otherwise than in
strict conformity with the terms of this Section 2(e) to correct this paragraph
(or any portion hereof) which may be defective or inconsistent with the intended
Beneficial Ownership Limitation herein contained or to make changes or
supplements necessary or desirable to properly give effect to such limitation.
The limitations contained in this paragraph shall apply to a successor holder of
this Warrant.

      

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    Section
3.             Certain
Adjustments.


    a)           Stock Dividends and
Splits. If the Company, at any time while this Warrant is outstanding:
(i) pays a stock dividend or otherwise makes a distribution or distributions on
the Common Shares or any other equity or equity equivalent securities payable in
Common Shares (which, for avoidance of doubt, shall not include any Common
Shares issued by the Company upon exercise of this Warrant), (ii) subdivides
outstanding Common Shares into a larger number of shares, (iii) combines
(including by way of reverse stock split) outstanding Common Shares into a
smaller number of shares, or (iv) issues by reclassification of the Common
Shares any shares in the capital of the Company, then in each case the Exercise
Price shall be multiplied by a fraction of which the numerator shall be the
number of Common Shares outstanding immediately before such event and of which
the denominator shall be the number of Common Shares outstanding immediately
after such event, and the number of shares issuable upon exercise of this
Warrant shall be proportionately adjusted such that the aggregate Exercise Price
of this Warrant shall remain unchanged.  Any adjustment made pursuant
to this Section 3(a) shall become effective immediately after the record date
for the determination of shareholders entitled to receive such dividend or
distribution and shall become effective immediately after the effective date in
the case of a subdivision, combination or re-classification.

     

    b)           [RESERVED]

     

    c)           Subsequent Rights
Offerings.  If the Company, at any time while this Warrant is
outstanding, shall issue rights, options or warrants to all holders of Common
Shares (and not to the Holder) entitling them to subscribe for or purchase
Common Shares at a price per share less than the VWAP on the record date
mentioned below, then the Exercise Price shall be multiplied by a fraction, of
which the denominator shall be the number of Common Shares outstanding on the
date of issuance of such rights, options or warrants plus the number of
additional Common Shares offered for subscription or purchase, and of which the
numerator shall be the number of Common Shares outstanding on the date of
issuance of such rights, options or warrants plus the number of shares which the
aggregate offering price of the total number of shares so offered (assuming
receipt by the Company in full of all consideration payable upon exercise of
such rights, options or warrants) would purchase at such VWAP.  Such
adjustment shall be made whenever such rights, options or warrants are issued,
and shall become effective immediately after the record date for the
determination of shareholders entitled to receive such rights, options or
warrants.

     

    d)           Pro Rata
Distributions. If the Company, at any time while this Warrant is
outstanding, shall distribute to all holders of Common Shares (and not to the
Holder) evidences of its indebtedness or assets (including cash and cash
dividends) or rights or warrants to subscribe for or purchase any security other
than Common Shares, then in each such case the Exercise Price shall be adjusted
by multiplying the Exercise Price in effect immediately prior to the
ex-distribution date (as hereinafter defined) by a fraction of which the
denominator shall be the VWAP determined as of the Trading Day immediately prior
to the ex-distribution date mentioned above, and of which the numerator shall be
such VWAP on such ex-distribution date.  “Ex-distribution date”
means, for any distribution in respect of which an adjustment is made to the
Exercise Price pursuant to this Section 3(d), the earliest date on which the
Common Shares commence trading on TSX or AMEX without entitlement to such
distribution.  In either case the adjustments shall be described in a
statement provided to the Holder of the portion of assets or evidences of
indebtedness so distributed or such subscription rights applicable to one Common
Share.  Such adjustment shall be made whenever any such distribution is
made and shall become effective immediately after the record date fixed for
determination of shareholders entitled to receive such distribution.
..

      

    
      
         


      

      
        7

        
          

        

      

      
         


      

    

      

    e)           Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the
Company, directly or indirectly, in one or more related transactions effects any
merger or consolidation of the Company with or into another Person, (ii) the
Company, directly or indirectly, effects any sale, lease, license, assignment,
transfer, conveyance or other disposition of all or substantially all of its
assets in one or a series of related transactions, (iii) any, direct or
indirect, purchase offer, tender offer or exchange offer (whether by the Company
or another Person) is completed pursuant to which holders of Common Shares are
permitted to sell, tender or exchange their shares for other securities, cash or
property and has been accepted by the holders of 50% or more of the outstanding
Common Shares, (iv) the Company, directly or indirectly, in one or more related
transactions effects any reclassification, reorganization or recapitalization of
the Common Shares or any compulsory share exchange pursuant to which the Common
Shares are effectively converted into or exchanged for other securities, cash or
property, (v) the Company, directly or indirectly, in one or more related
transactions consummates a share purchase agreement or other business
combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with another Person whereby such other Person
acquires more than 50% of the outstanding Common Shares (not including any
Common Shares held by the other Person or other Persons making or party to, or
associated or affiliated with the other Persons making or party to, such share
purchase agreement or other business combination) (each a “Fundamental
Transaction”), then, upon any subsequent exercise of this Warrant, the
Holder shall have the right to receive, for each Warrant Share that would have
been issuable upon such exercise immediately prior to the occurrence of such
Fundamental Transaction, at the option of the Holder (without regard to any
limitation in Section 2(e) on the exercise of this Warrant), the number of
common shares or shares of common stock of the successor or acquiring
corporation or of the Company, if it is the surviving corporation, and any
additional consideration (the “Alternate
Consideration”) receivable as a result of such Fundamental Transaction by
a holder of the number of Common Shares for which this Warrant is exercisable
immediately prior to such Fundamental Transaction (without regard to any
limitation in Section 2(e) on the exercise of this Warrant).  For
purposes of any such exercise, the determination of the Exercise Price shall be
appropriately adjusted to apply to such Alternate Consideration based on the
amount of Alternate Consideration issuable in respect of one Common Share in
such Fundamental Transaction, and the Company shall apportion the Exercise Price
among the Alternate Consideration in a reasonable manner reflecting the relative
value of any different components of the Alternate Consideration.  If
holders of Common Shares are given any choice as to the securities, cash or
property to be received in a Fundamental Transaction, then the Holder shall be
given the same choice as to the Alternate Consideration it receives upon any
exercise of this Warrant following such Fundamental Transaction.  The
Company shall cause any successor entity in a Fundamental Transaction in which
the Company is not the survivor (the “Successor Entity”) to
assume in writing all of the obligations of the Company under this Warrant and
the other Transaction Documents in accordance with the provisions of this
Section 3(e) pursuant to written agreements in form and substance reasonably
satisfactory to the Holder and approved by the Holder (without unreasonable
delay) prior to such Fundamental Transaction and shall, at the option of the
holder of this Warrant, deliver to the Holder in exchange for this Warrant a
security of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to this Warrant which is exercisable for a
corresponding number of common shares or shares of capital stock of such
Successor Entity (or its parent entity) equivalent to the Common Shares
acquirable and receivable upon exercise of this Warrant (without regard to any
limitations on the exercise of this Warrant) prior to such Fundamental
Transaction, and with an exercise price which applies the exercise price
hereunder to such common shares or shares of capital stock (but taking into
account the relative value of the Common Shares pursuant to such Fundamental
Transaction and the value of such common shares or shares of capital stock, such
number of common shares or shares of capital stock and such exercise price being
for the purpose of protecting the economic value of this Warrant immediately
prior to the consummation of such Fundamental Transaction), and which is
reasonably satisfactory in form and substance to the Holder. Upon the occurrence
of any such Fundamental Transaction, the Successor Entity shall succeed to, and
be substituted for (so that from and after the date of such Fundamental
Transaction, the provisions of this Warrant and the other Transaction Documents
referring to the “Company” shall refer instead to the Successor Entity), and may
exercise every right and power of the Company and shall assume all of the
obligations of the Company under this Warrant and the other Transaction
Documents with the same effect as if such Successor Entity had been named as the
Company herein.

      

    
      
         


      

      
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    f)           Calculations. All
calculations under this Section 3 shall be made to the nearest cent or the
nearest 1/100th of a share, as the case may be. For purposes of this Section 3,
the number of Common Shares deemed to be issued and outstanding as of a given
date shall be the sum of the number of Common Shares issued and
outstanding.

     

    g)           Notice to
Holder.

     

    i.      Adjustment to Exercise
Price. Whenever the Exercise Price is adjusted pursuant to any provision
of this Section 3, the Company shall promptly mail to the Holder a notice
setting forth the Exercise Price after such adjustment and setting forth a brief
statement of the facts requiring such adjustment.

      

    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    ii.           Notice to Allow Exercise by
Holder. If (A) the Company shall declare a dividend (or any other
distribution in whatever form) on the Common Shares, (B) the Company shall
declare a special nonrecurring cash dividend on or a redemption of the Common
Shares, (C) the Company shall authorize the granting to all holders of the
Common Shares rights or warrants to subscribe for or purchase any shares in the
capital of the Company or of any rights, (D) the approval of any shareholders of
the Company shall be required in connection with any reclassification of the
Common Shares, any consolidation or merger to which the Company is a party, any
sale or transfer of all or substantially all of the assets of the Company, or
any compulsory share exchange whereby the Common Shares are converted into other
securities, cash or property, or (E) the Company shall authorize the voluntary
or involuntary dissolution, liquidation or winding up of the affairs of the
Company, then, in each case, the Company shall cause to be mailed to the Holder
at its last address as it shall appear upon the Warrant Register of the Company,
at least 20 calendar days prior to the applicable record or effective date
hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of such dividend, distribution, redemption, rights or
warrants, or if a record is not to be taken, the date as of which the holders of
the Common Shares of record to be entitled to such dividend, distributions,
redemption, rights or warrants are to be determined or (y) the date on which
such reclassification, consolidation, merger, sale, transfer or share exchange
is expected to become effective or close, and the date as of which it is
expected that holders of the Common Shares of record shall be entitled to
exchange their Common Shares for securities, cash or other property deliverable
upon such reclassification, consolidation, merger, sale, transfer or share
exchange; provided that the failure to mail such notice or any defect therein or
in the mailing thereof shall not affect the validity of the corporate action
required to be specified in such notice.  To the extent that any
notice provided hereunder constitutes, or contains, material, non-public
information regarding the Company or any of the Subsidiaries, the Company shall
simultaneously file such notice with the Commission pursuant to a Report on Form
6-K.  The Holder shall remain entitled to exercise this Warrant during
the period commencing on the date of such notice to the effective date of the
event triggering such notice except as may otherwise be expressly set forth
herein.

     

    Section
4.             Transfer of
Warrant.

     

    a)           Transferability.  Subject
to compliance with applicable securities laws (including the resale restrictions
described in Section 5(f)), this Warrant and all rights hereunder (including,
without limitation, any registration rights) are transferable, in whole or in
part, upon surrender of this Warrant at the principal office of the Company or
its designated agent, together with a written assignment of this Warrant
substantially in the form attached hereto duly executed by the Holder or its
agent or attorney and funds sufficient to pay any transfer taxes payable upon
the making of such transfer.  Upon such surrender and, if required,
such payment, the Company shall execute and deliver a new Warrant or Warrants in
the name of the assignee or assignees, as applicable, and in the denomination or
denominations specified in such instrument of assignment, and shall issue to the
assignor a new Warrant evidencing the portion of this Warrant not so assigned,
and this Warrant shall promptly be cancelled.  The Warrant, if
properly assigned in accordance herewith, may be exercised by a new holder for
the purchase of Warrant Shares without having a new Warrant issued.

      

    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    b)           New Warrants. This
Warrant may be divided or combined with other Warrants upon presentation hereof
at the aforesaid office of the Company, together with a written notice
specifying the names and denominations in which new Warrants are to be issued,
signed by the Holder or its agent or attorney.  Subject to compliance
with Section 5(f), as to any transfer which may be involved in such division or
combination, the Company shall execute and deliver a new Warrant or Warrants in
exchange for the Warrant or Warrants to be divided or combined in accordance
with such notice. All Warrants issued on transfers or exchanges shall be dated
the initial issuance date set forth on the first page of this Warrant and shall
be identical with this Warrant except as to the number of Warrant Shares
issuable pursuant thereto.

     

    c)           Warrant Register. The
Company shall register this Warrant, upon records to be maintained by the
Company for that purpose (the “Warrant Register”),
in the name of the record Holder hereof from time to time.  The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise hereof or any distribution to the
Holder, and for all other purposes, absent actual notice to the
contrary.

     

    d)           Understandings or
Arrangements.                                                                           Such
Holder is acquiring this Warrant as principal for its own account and has no
direct or indirect arrangement or understandings with any other persons to
distribute or regarding the distribution of such Warrant (this representation
and warranty not limiting such Holder’s right to sell the Warrant pursuant to
the Registration Statement or otherwise in compliance with applicable federal
and state securities laws.) Such Holder is acquiring this Warrant hereunder in
the ordinary course of its business.

     

    Section
5.             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 shareholder 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 share 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 share certificate, if mutilated, the Company will make and
deliver a new Warrant or share certificate of like tenor and dated as of such
cancellation, in lieu of such Warrant or share certificate.

     

    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.

      

    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    d)           Authorized
Shares.  The Company covenants that, during the period the
Warrant is outstanding, it will reserve from its authorized and unissued Common
Shares a sufficient number of shares to provide for the issuance of the Warrant
Shares upon the exercise of any purchase rights under this
Warrant.  The Company further covenants that its issuance of this
Warrant shall constitute full authority to its officers who are charged with the
duty of executing share certificates to execute and issue the necessary
certificates for the Warrant Shares upon the exercise of the purchase rights
under this Warrant.  The Company will take all such reasonable action
as may be necessary to assure that such Warrant Shares may be issued as provided
herein without violation of any applicable law or regulation, or of any
requirements of the Trading Market(s) upon which the Common Shares may then be
listed.  The Company covenants that all Warrant Shares which may be
issued upon the exercise of the purchase rights represented by this Warrant
will, upon exercise of the purchase rights represented by this Warrant and
payment for such Warrant Shares in accordance herewith, be duly authorized,
validly issued, fully paid and non-assessable and free from all taxes, liens and
charges created by the Company in respect of the issue thereof (other than taxes
in respect of any transfer occurring contemporaneously with such
issue).

     

    Except
and to the extent as waived or consented to by the Holder, the Company shall not
by any action, including, without limitation, amending its articles of
incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such actions as may be necessary or
appropriate to protect the rights of Holder as set forth in this Warrant against
impairment.  Without limiting the generality of the foregoing, the
Company will (i) take all such action as may be necessary or appropriate in
order that the Company may validly and legally issue fully paid and
non-assessable Warrant Shares upon the exercise of this Warrant and (ii) use
commercially reasonable efforts to obtain all such authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof, as may be,
necessary to enable the Company to perform its obligations under this
Warrant.

     

    Before
taking any action which would result in an adjustment in the number of Warrant
Shares for which this Warrant is exercisable or in the Exercise Price, the
Company shall obtain all such authorizations or exemptions thereof, or consents
thereto, as may be necessary from any public regulatory body or bodies having
jurisdiction thereof.

     

    e)           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.

     

    f)           Resale
Restrictions.

     

    i.      U.S. Securities Laws.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of
this Warrant, if not registered, and the Holder does not utilize cashless
exercise, will have restrictions upon resale imposed by U.S. state and federal
securities laws.

      

    
      
         


      

      
        12

        
          

        

      

      
         


      

    

      

    ii.     Canadian Securities
Law. The Holder acknowledges that there are restrictions under Canadian
Securities Laws on the Holder’s ability to transfer this Warrant in Canada or to
or for the benefit of a resident of Canada and, with respect to any Warrant
Shares issued pursuant to the exercise of this Warrant before April __, 2011,
the Holder’s ability to transfer such Warrant Shares over the facilities of the
TSX, or otherwise transfer such Warrant Shares in Canada or to or for the
benefit of a resident of Canada, and that is the responsibility of such Holders
to find out what those restrictions are and to comply with them before
transferring this Warrant or such Warrant Shares. Without limiting the
generality of the foregoing, each Purchaser hereby covenants that, unless
permitted under the Canadian Securities Laws, the Common Shares and Warrants
included in the Units, and the Warrant Shares issuable upon the exercise of the
Warrants, may not be traded on the Toronto Stock Exchange or in Canada, or to or
for the benefit of a resident of Canada, before the date that is four (4) months
and a day after the Closing Date.  By acceptance of this Warrant, the
Holder further acknowledges and understands that any physical certificate
representing Warrant Shares issued before April __, 2011 will bear the following
legend:

     

    “UNLESS
PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE MUST NOT TRADE SUCH SECURITIES BEFORE APRIL __,
2011 ON THE TORONTO STOCK EXCHANGE OR IN CANADA OR TO OR FOR THE BENEFIT OF A
RESIDENT OF CANADA.

     

    WITHOUT
PRIOR WRITTEN APPROVAL OF THE TORONTO STOCK EXCHANGE AND COMPLIANCE WITH ALL
APPLICABLE CANADIAN SECURITIES LAWS, THE SECURITIES REPRESENTED BY THIS
CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR
THROUGH THE FACILITIES OF THE TORONTO STOCK EXCHANGE OR TO OR FOR THE BENEFIT OF
A CANADIAN RESIDENT UNTIL APRIL   __, 2011. DELIVERY OF THIS
CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON
CANADIAN STOCK EXCHANGES.”

     

    g)           Non-waiver and
Expenses.  No course of dealing or any delay or failure to
exercise any right hereunder on the part of Holder shall operate as a waiver of
such right or otherwise prejudice Holder’s rights, powers or
remedies.  Without limiting any other provision of this Warrant or the
Purchase Agreement, if the Company willfully and knowingly fails to comply with
any provision of this Warrant which results in any material damages to the
Holder, the Company shall pay to Holder such amounts as shall be sufficient to
cover any costs and expenses including, but not limited to, reasonable
attorneys’ fees, including those of appellate proceedings, incurred by Holder in
collecting any amounts due pursuant hereto or in otherwise enforcing any of its
rights, powers or remedies hereunder.

      

    
      
         


      

      
        13

        
          

        

      

      
         


      

    

      

    h)           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.

     

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

     

    j)           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.

     

    k)           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.

     

    l)           Amendment.  This
Warrant may be modified or amended or the provisions hereof waived with the
written consent of the Company and the Holder and, if the Company is listed on
the TSX at the time of the proposed modification or amendment, the approval of
the TSX.

     

    m)           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.

     

    n)           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.

      

    ********************

    


    (Signature
Pages Follow)

    


    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.

      

    
      
        
          	
                  DEJOUR
      ENTERPRISES LTD.

                
	 
      
	
                  By:

                	 
      
	 
      	
                   Name:

                
	 
      	
                   Title:

                


        

      

    

      

    
      
         


      

      
        14

        
          

        

      

      
         


      

    

      


    NOTICE
OF EXERCISE

    


    TO:         DEJOUR
ENTERPRISES 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 (check applicable box):

     

     ̈ in
lawful money of the United States; or

     

     ̈ [if
permitted] the cancellation of such number of Warrant Shares as is necessary, in
accordance with the formula set forth in subsection 2(c), to exercise this
Warrant with respect to the maximum number of Warrant Shares purchasable
pursuant to the cashless exercise procedure set forth in subsection
2(c).

     

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

      

    
      
        
          
            
              
                
                  
                    	
                            Registration Instruction

                          	
                            Delivery Instruction (If Different from Registration)

                          
	 
      	 
      
	
                            Name: 

                          	 
      	
                            Name: 

                          	 
      
	 
      	 
      
	
                            Address: 

                          	 
      	
                            Address: 

                          	 
      
	
                             

                          	 
      	
                             

                          	 
      
	
                             

                          	 
      	
                             

                          	 
      
	
                            Phone #

                          	 
      	
                             

                          	 
      
	
                            Email #

                          	 
      	 
      
	 
      	 
      


                  

                

              

            

          

        

      

    

      

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    If you
prefer to have the Warrant Shares delivered by DWAC instead of
physical certificate, please provide the following:

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          DWAC Information

                                        	
                                          Broker’s Contact

                                        
	 
      	 
      
	
                                          DWAC
      Acct#: 

                                        	 	 
      	
                                          Contact
      Name:

                                        	 	 
      


                                

                              

                            

                          

                        

                      

                    

                  

                

              

              
                
                  
                    
                      	
                              Name
      of Broker: 

                            	 	 
      	 
      


                    

                  

                

              

              
                
                  
                    
                      
                        
                          
                            	
                                    Address
      of Broker 

                                  	 	 
      	
                                    Phone
      #:

                                  	 	 
      


                          

                        

                      

                    

                  

                

              

              
                
                  
                    
                      
                        
                          	
                                   

                                	 
      	 
      
	
                                   

                                	 
      	
                                  Email
      Address:

                                	 	 
      
	 
      	 
      


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                X

                              	 
      	 
      
	
                                [SIGNATURE
      OF HOLDER]

                              	 
      
	 
      	 
      
	
                                Name
      of Investing Entity:  

                              	 
      	 
      


                      

                    

                  

                

              

              
                
                  
                    
                      
                        
                          	
                                  Signature of Authorized
      Signatory of Investing Entity:  

                                	 
      	 
      


                        

                      

                    

                  

                

              

              
                
                  
                    
                      	
                              Name
      of Authorized Signatory:

                            	 
      	 
      


                    

                  

                

              

              
                
                  
                    	
                            Title
      of Authorized Signatory:  

                          	 
      	 
      


                  

                

              

              
                
                  
                    	
                            Phone
      Number of Authorized Signatory:  

                          	 
      	 
      


                  

                

              

              
                
                  
                    	
                            Email
      of Authorized Signatory:  

                          	 
      	 
      


                  

                

              

              
                
                  
                    	 
      	 
      
	
                            Date:
       

                          	 
      	 
      


                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

      

    ASSIGNMENT
FORM

    


    (To
assign the foregoing warrant, execute

    this form
and supply required information.

    Do not
use this form to exercise the warrant.)

    


    FOR VALUE
RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all
rights evidenced thereby are hereby assigned to

     

    By
signing below, the Holder certifies to the best of its knowledge that, if this
assignment is on a date within four months and one day from the issuance of the
Warrant, the assignee of the above shares is not a Canadian resident or
otherwise subject to Canadian law and is not acquiring these shares on behalf
of, or for the account or benefit of such a person.

      

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Registration Instruction

                              	
                                Delivery Instruction (If Different from Registration)

                              
	 
      	 
      
	
                                Name: 

                              	 
      	
                                Name: 

                              	 
      
	 
      	 
      
	
                                Address: 

                              	 
      	
                                Address: 

                              	 
      
	
                                 

                              	 
      	
                                 

                              	 
      
	
                                 

                              	 
      	
                                 

                              	 
      
	
                                 

                              	 
      	
                                 

                              	 
      
	
                                Phone #

                              	 
      	 
      
	
                                Email #

                              	 
      	 
      


                      

                    

                  

                

              

            

          

        

      

    

    


    
      	 
      	
              Dated:  ______________,
      _______

            


    

    


    
      
        
          
            
              
                
                  
                    	 
      	
                            Holder’s
      Signature:

                          	
                             

                          	 
      
	 
      	 
      	 
      
	 
      	
                            Holder’s
      Address:

                          	
                             

                          	 
      
	 
      	 
      	 
      
	 
      	 
      	
                             

                          	 
      
	 
      	 
      	 
      
	 
      	
                            Holder’s
      Phone #:

                          	
                             

                          	 
      
	 
      	 
      	 
      
	 
      	
                            Holder’s
      Email:

                          	
                             

                          	 
      


                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    	Signature
      Guaranteed: 	 	
                             

                          


                  

                

              

            

          

        

      

    

      

    
      
         


      

      
         


        
          

        

      

      
         


      

    

      

    NOTE:  The
signature to this Assignment Form must correspond with the name as it appears on
the face of the Warrant, without alteration or enlargement or any change
whatsoever, and must be guaranteed by a bank or trust
company.  Officers of corporations and those acting in a fiduciary or
other representative capacity should file proper evidence of authority to assign
the foregoing Warrant.