0001144204-11-005816 Sample Contracts

CONFIDENTIAL
Placement Agent Agreement • February 3rd, 2011 • Dejour Enterprises LTD • Mining & quarrying of nonmetallic minerals (no fuels) • California
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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 3rd, 2011 • Dejour Enterprises LTD • Mining & quarrying of nonmetallic minerals (no fuels) • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 28, 2011, between Dejour Enterprises Ltd., a corporation incorporated under the laws of British Columbia (the “Company”), and each purchaser identified on the signature pages hereto (each such purchaser, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”).

COMMON SHARE PURCHASE WARRANT DEJOUR ENTERPRISES LTD.
Common Share Purchase Warrant • February 3rd, 2011 • Dejour Enterprises LTD • Mining & quarrying of nonmetallic minerals (no fuels)

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).

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