Common use of Prohibition on Exercise by U Clause in Contracts

Prohibition on Exercise by U. S. Persons; Exception (1) Warrants may not be exercised by or on behalf of, or for the account or benefit of, any U.S. Person or any person in the United States unless an exemption is available from the registration requirements of the U.S. Securities Act and applicable state securities laws and the holder of the Warrants has furnished an opinion of counsel of recognized standing in form and substance satisfactory to the Company to such effect; provided that an Accredited Investor that purchased the Warrants in the United States will not be required to deliver an opinion of counsel in connection with the exercise of Warrants, provided it provides the certification required in subsection 4.8(2)(b) below. The Company shall be entitled to rely upon the registered address of the Warrantholder set forth in such Warrantholder’s Form of U.S. Subscription Agreement for U.S. Institutional Accredited Investors under the Offering for the purchase of Units in determining whether the address is in the United States or the Warrantholder is a U.S. Person. (2) Any holder which exercises any Warrants shall provide/certify substantially as follows, to the Company either: (a) the holder: (a) at the time of exercise of the Warrants is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person; and (c) has in all other aspects complied with the terms of an “offshore transaction” within the meaning of Regulation S under the U.S. Securities Act; (b) the holder: (a) acquired the Warrants directly from the Company pursuant to an executed U.S. purchaser’s letter for the purchase of Units; (b) is exercising the Warrants solely for its own account or for the benefit of a U.S. Person or a person in the United States for whose account such holder acquired the Warrants directly from the Company and for whose account such holder exercises sole investment discretion; and (c) was, and any beneficial purchaser for whose account such holder acquired the Warrants and is exercising the Warrants was, an Accredited Investor both on the date the Warrants were purchased from the Company and on Exercise Date of the Warrants; or (c) a written opinion of counsel of recognized standing in form and substance satisfactory to the Company to the effect that an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available for the issuance of the Common Shares issuable on exercise of the Warrants. (3) No certificates representing Common Shares will be registered or delivered to an address in the United States unless the holder of the Warrant complies with the requirements of paragraphs (b) or (c) of subsection 4.8(2). (4) If a Common Share certificate issued with respect to an exercise of Warrants is tendered for transfer and bears the legend set forth in subsection 2.9(2) hereof and the holder thereof has not obtained the prior written consent of the Company, the Warrant Agent or the transfer agent, as the case may be, shall not register such transfer unless the holder complies with the requirements of the said subsection 2.9(2).

Prohibition on Exercise by U. S. Persons; Exception (1a) The Warrants have not been and will not be registered in the United States or sold in the United States or for the account of U.S. Persons, and the Warrants may not be exercised in the United States or by or on behalf of, or for the account or benefit of, any of a U.S. Person or any person a Person in the United States unless an exemption is available from the registration requirements of the U.S. Securities 1933 Act and applicable state securities laws laws, and the Corporation may require the holder of the Warrants has furnished to furnish an opinion of counsel of recognized standing in form and substance satisfactory to the Company Corporation to such effect; , provided that an Accredited Investor that purchased the Warrants in the United States holder will not be required to deliver an opinion of counsel in connection with the its due exercise of Warrants, provided it provides the certification required in subsection 4.8(2)(b) below. The Company shall be entitled to rely upon Warrants at a time when the registered address of the Warrantholder set forth in undersigned is an “accredited investor” (as such Warrantholder’s Form of U.S. Subscription Agreement for U.S. Institutional Accredited Investors term is defined under the Offering for 1933 Act) (“Accredited Investor”) and provides a declaration to the purchase of Units in determining whether Corporation and the address is in the United States or the Warrantholder is a U.S. PersonWarrant Agent to that effect. (2b) Any holder which who exercises any Warrants a Warrant shall provide/certify substantially as follows, provide to the Company Corporation either: (ai) the a written certification that such holder: (ai) at the time of exercise of the Warrants is Warrant was not in the United States; (bii) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person; and (c) has in all other aspects complied with the terms of an “offshore transaction” within the meaning of Regulation S under the U.S. Securities Act; (b) the holder: (a) acquired the Warrants directly from the Company pursuant to an executed U.S. purchaser’s letter Warrant for the purchase of Units; (b) is exercising the Warrants solely for its own account or for the benefit of a U.S. Person or a person Person in the United States; (iii) did not execute or deliver the exercise form for the Warrant in the United States for whose account such holder acquired and was not a U.S. Person when the Warrants directly from the Company and for whose account such holder exercises sole investment discretionwere acquired; and (civ) was, and any beneficial purchaser for whose account such holder acquired was not a U.S. Person or in the Warrants and is exercising United States at the Warrants was, an Accredited Investor both on the date time the Warrants were purchased from the Company and on Exercise Date of the Warrantsoffered to such holder; or (cii) a written opinion of counsel of recognized standing in form and substance satisfactory to the Company Corporation to the effect that an exemption from the registration requirements of the U.S. Securities 1933 Act and applicable state securities laws is available for the issuance of the Common Shares issuable on upon exercise of the Warrants; or (iii) a written certification that (a) the Warrantholder is an original purchaser of the Warrants, (b) the Warrantholder is exercising the Warrants solely for its own account or for the account of another person, each of which was an Accredited Investor on the date the Warrants were acquired and is an Accredited Investor on the date of exercise of the Warrants; and (d) the representation, warranties and covenants set forth in the written purchaser’s letter for the purchase of the Warrants continue to be true and correct. (3c) No certificates representing Common Shares will be registered or delivered to an address in the United States unless the holder of the Warrant Warrants complies with the requirements of paragraphs this Section 4.8 (b) or (c) and, in the case of subsection 4.8(24.8(b)(ii), the Corporation has confirmed in writing to the Warrant Agent that the written opinion of counsel is satisfactory to the Corporation) and all applicable securities legislation. (4d) If a Any Common Share certificate issued with respect to an Shares delivered upon exercise of the Warrants is tendered for transfer and bears shall bear the following legend set forth in subsection 2.9(2) hereof and the holder thereof has not obtained the prior written consent of the Company, the Warrant Agent or the transfer agent, as the case may be, shall not register such transfer unless the holder complies with the requirements of the said subsection 2.9(2).restricting transfer:

Prohibition on Exercise by U. S. Persons; ExceptionLegended Certificates (1) Subject to Section 3.3(2) below: (a) Warrants may not be exercised within the United States or by or on behalf of, or for the account or benefit of, of any U.S. Person or Person; and (b) no Common Shares issued upon exercise of Warrants may be delivered to any person address in the United States unless States. (2) Notwithstanding Section 3.3(1), Common Shares issued upon exercise of any such Warrants may be delivered to an exemption is available from address in the registration requirements of United States, provided that the U.S. Securities Act and applicable state securities laws and the holder of person exercising the Warrants has furnished an opinion of counsel of recognized standing provides in form and substance satisfactory to the Company Corporation a legal opinion of counsel satisfactory to such effect; the Corporation which confirms that issuance of shares is in compliance with the applicable state laws and the U.S. Securities Act of 1933 and further provided that an Accredited Investor that purchased the Corporation or the Warrant Agent may place a U.S. legend on the certificate(s) representing the Common Shares issued on exercise of the Warrants provided however that in the United States case of a U.S. Warrantholder that is the original purchaser of Warrants and who delivered the Qualified Institutional Buyer Letter, in connection with its purchase of Units pursuant to the placement under which the Warrants were issued, such U.S. Warrantholder will not be required to deliver an opinion of counsel in connection with the due exercise of Warrantsthe Warrant at a time when the representations, provided it provides warranties and covenants made by the certification required U.S. Warrantholder in subsection 4.8(2)(b) belowthe Qualified Institutional Buyer Letter, as applicable, remain true and correct and the U.S. Warrantholder represents to the Corporation as such. The Company Corporation shall be entitled to rely upon the registered address of the Warrantholder set forth in such Warrantholder’s Form of U.S. Subscription Agreement for U.S. 's Qualified Institutional Accredited Investors Buyer Letter under the Offering for the purchase of Units in determining whether the address is in the United States or the Warrantholder is a U.S. Person. (23) Any holder which exercises any Warrants shall provide/certify substantially as follows, to the Company Corporation either: (a) the holder: (a) at the time of exercise of the Warrants is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person; and (c) has in all other aspects complied with the terms of an “"offshore transaction” " within the meaning of Regulation S under the U.S. Securities Act; (b) the holder: (a) acquired the Warrants directly from as the Company original purchaser of Warrants and who delivered the Qualified Institutional Buyer Letter, in connection with its purchase of Units pursuant to an executed U.S. purchaser’s letter for the purchase of Unitsplacement under which the Warrants were issued; (b) is exercising the Warrants solely for its own account or for the benefit of a U.S. Person or a person in the United States for whose account such holder acquired the Warrants directly from the Company and for whose account such holder exercises sole investment discretion; and (c) was, and any beneficial purchaser for whose account such holder acquired the Warrants and is exercising the Warrants was, an Accredited Investor a Qualified Institutional Buyer, both on the date the Warrants were purchased from the Company and on Exercise Date the date of exercise of the WarrantsWarrants and (d) the representations and warranties made by the holder in the Qualified Institutional Buyer Letter remain true and correct and the Corporation is entitled to rely upon such representations and warranties as if made as of the date hereof; or (c) a written opinion of counsel of recognized standing in form and substance satisfactory to the Company Corporation to the effect that an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available for the issuance of the Common Shares issuable on exercise of the Warrants. (34) No certificates Certificates representing Common Shares will be registered or delivered to an address in issued upon the United States unless the holder of the Warrant complies with the requirements of paragraphs (b) or (c) of subsection 4.8(2). (4) If a Common Share certificate issued with respect to an exercise of Warrants is tendered for transfer and bears which bear the legend set forth in subsection 2.9(22.8(3) hereof and which are issued and delivered pursuant to Section 3.3(3)(b), if applicable, and Sections 3.3(3)(c) shall bear the holder thereof has not obtained the prior written consent of the Companyfollowing legend: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, the Warrant Agent or the transfer agentAS AMENDED (THE "U.S. SECURITIES ACT") OR U.S. STATE SECURITIES LAWS. THESE SECURITIES MAY BE OFFERED, as the case may beSOLD, shall not register such transfer unless the holder complies with the requirements of the said subsection 2.9(2PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO CANADIAN ZINC CORPORATION (THE "CORPORATION"), (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 OR (II) RULE 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, PROVIDED THAT, IN THE CASE OF TRANSFERS PURSUANT TO (C)(I) OR (D) ABOVE, THE HOLDER HAS, PRIOR TO SUCH TRANSFER, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA."

Prohibition on Exercise by U. S. Persons; Exception (1) The Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Warrants may not be exercised by or on behalf of, or for the account or benefit of, any U.S. Person or of any person in the United States or any U.S. Person unless an exemption is available from the registration requirements of the U.S. Securities Act and applicable state the securities laws and of all applicable states is available. The Warrant Agent shall not register Warrant Shares or issue certificates representing Warrant Shares unless the holder of the Warrants has furnished an opinion of counsel of recognized standing in form and substance satisfactory to the Company to such effect; provided that an Accredited Investor that purchased the Warrants Warrantholder provides (except in the United States will not be required case of Common Shares issued to deliver an opinion of counsel in connection with the CDS Clearing and Depository Services Inc. on exercise of CDS Global Warrants, provided it provides ) the certification required in subsection 4.8(2)(b) below. The Company shall be entitled to rely upon the registered address of the Warrantholder set forth in such Warrantholder’s Form of U.S. Subscription Agreement for U.S. Institutional Accredited Investors under the Offering for the purchase of Units in determining whether the address is in the United States or the Warrantholder is a U.S. Person. (2) Any holder which exercises any Warrants shall provide/certify substantially as follows, to the Company eitherfollowing: (a) a written certification that the holder: (a) Warrantholder, at the time of exercise of the Warrants Warrants, (i) is not in the United States; (bii) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person; and (c) has in all other aspects complied with the terms of an “offshore transaction” within the meaning of Regulation S under the U.S. Securities Act; (b) the holder: (a) acquired the Warrants directly from the Company pursuant to an executed U.S. purchaser’s letter for the purchase of Units; (b) is exercising the Warrants solely for its own account of, or for the account or benefit of of, a U.S. Person or a person in the United States for whose account such holder acquired the Warrants directly from the Company and for whose account such holder exercises sole investment discretionStates; and (ciii) was, represents and any beneficial purchaser for whose account such holder acquired warrants that the exercise of the Warrants and is exercising the Warrants was, an Accredited Investor both on the date the Warrants were purchased from the Company and on Exercise Date acquisition of the WarrantsWarrant Shares issuable upon exercise thereof occurred in an “offshore transaction” (as defined under Regulation S under the U.S. Securities Act); or (cb) a written an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company to the effect that an exemption the exercise of the Warrants and the issuance of the Warrant Shares are exempt from the registration requirements of under the U.S. Securities Act and or any applicable state securities laws is available for the issuance of the Common Shares issuable on exercise of the Warrantslaws. (32) No certificates representing Common Warrant Shares will be registered or delivered to an address in the United States unless the holder of the Warrant Warrantholder complies with the requirements set forth in Section 3.3(1) and the Company has confirmed in writing to the Warrant Agent that the opinion of paragraphs counsel and such other evidence required by the Company is reasonably satisfactory to the Company. The certificates representing any Warrant Shares issued in connection with the exercise of Warrants pursuant to Section 3.3(1) shall bear the legend set forth in Section 2.9(1) or Section 2.9(3)(c), as applicable, unless the provisions of Section 3.3(1)(a) and/or (b) have been met. If the provisions of Section 3.3(1)(a) and/or (b) are met, certificates representing Warrant Shares issued in connection with the exercise of Warrants shall not bear the legend set forth in Section 2.9(1) or Section 2.9(3)(c), as applicable. (c3) of subsection 4.8(2)Warrant Shares, issued to, or for the account or benefit of, a U.S. Warrantholder (and any certificates issued in replacement thereof or in substitution therefor) must be issued only in individually certificated form. (4) If a Common Share certificate Certificates representing Warrant Shares issued with respect to an upon the exercise of Warrants is tendered for transfer and bears which bear the legend set forth in subsection 2.9(2Section 2.9(1) hereof or Section 2.9(3)(c) and which are issued and delivered pursuant to Section 3.3(1) (and each certificate issued in exchange therefor or in substitution thereof) shall bear the holder thereof has not obtained the prior written consent of the Company, the Warrant Agent legend set forth in Section 2.9(1) or the transfer agentSection 2.9(3)(c), as the case may be, shall not register such transfer unless the holder complies with the requirements of the said subsection 2.9(2)applicable.