Payment of the applicable purchase price shall be paid against delivery of the Subject Shares to Y Corp. At the Closing, ZLP shall deliver to Y Corp. such stock powers or certificates, endorsed in blank, evidencing the Subject Shares purchased under the Right of First Refusal as counsel for Y Corp. shall reasonably deem necessary to evidence the transfer of the Subject Shares to Y Corp.

3. Insolvency or Legal Proceedings. If any of the following events shall occur with respect to ZLP: (a) the filing by or against ZLP of a petition in bankruptcy; (b) the making by ZLP of an assignment for the benefit of creditors; (c) the appointment of a receiver of ZLP's property; or (d) the receipt by Y Corp. of notice of a public, private or judicial sale of all or any part of the Subject Shares, then upon the occurrence of any one of the above-described events, Y Corp. shall have the option, but not the obligation, subject to compliance with applicable law, to exercise its Right of First Refusal under the provisions of Section 2 of this Agreement as to either all of the Subject Shares held by ZLP or as to any Subject Shares as to which the occurrences set forth within Section 3(a) through (d) above specifically relate. The terms, conditions and purchase price of any purchase of the Subject Shares by Y Corp. under this Section 3 shall be those offered by any third party or creditor, or if the Subject Shares are not offered for sale and/or if no Offer is received, then at a purchase price equal to the "Market Value".

For purposes of this Agreement, "Market Value" shall mean the purchase price per share of the Subject Shares as is agreed upon by the parties to this Agreement, or if they cannot agree on a price, the closing price per share of the common stock of Y Corp. on the _________ Stock Exchange as of the last business day preceding the occurrence of an event set forth in Section 3(a) through (d) above.

4. Void Transfers. If any Subject Shares are transferred, sold or otherwise disposed of in a manner which is not in full accordance with the terms of this Agreement, the Securities Act of 1933 and any applicable state securities laws, such sale, transfer or disposition shall be void.

5. Miscellaneous Provisions.

(a). After Acquired Shares. All of the provisions of this Agreement shall apply to all of the Y Corp. common stock now owned or subsequently issued or transferred to ZLP as a consequence of any additional issuance, purchase, exchange or reclassification of the Subject Shares, corporate reorganization, merger, stock split, or stock dividend, or which are acquired by ZLP in any other manner.

(b). Legend. The certificate(s) representing the Subject Shares at any time shall bear a conspicuous legend in such form as Y Corp. may determine, stating (among other things) that the Subject Shares are subject to this Agreement and the restrictions contained in this Agreement.

(c). Specific Performance. Because the Subject Shares constitute a major block of the stock of Y Corp., irreparable damage would result if this Agreement is not specifically enforced. As such, in view of the inadequacy of money damages, if ZLP or other persons shall fail to comply with the provisions of this Agreement, Y Corp. shall be entitled to injunctive relief in the case of the violation, or attempted or threatened violation, by ZLP or other persons of any of the provisions of this Agreement, or to a decree compelling specific performance by ZLP or other persons of any of such provisions, or of any other remedy legally allowed to them.

(d). Notices. All notices, offers, requests, consents, and communications required or permitted to be given or made under this Agreement shall be in writing and shall be deemed to have been duly given or made when received.

If to Y Corp.: _________[Address of Y Corp.]

With a copy to: _________[Name and address of counsel for Y Corp.]

If to ZLP: _________[Address of ZLP]

With a copy to: _________[Name and address of counsel for ZLP]

(e). Amendment. This Agreement may be amended only by a written instrument signed by Y Corp. and ZLP.

(f). Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions of this Agreement, and it shall be construed in all respect as if the invalid or unenforceable provisions were omitted.

(g). Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement.

(h). Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute a single instrument.

(i). Successors and Assigns. This Agreement shall inure to the benefit of, and be binding upon, the successors and assigns of each party and is not intended to confer upon any person, other than the parties and their permitted successors and assigns, any rights or remedies under this Agreement.

(j). Applicable Law. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the laws of the State of _________, without giving effect to principles of conflict of laws of that state.

(k). Captions. The captions to this Agreement are for convenience of reference only and shall not affect its interpretation in any respect.

In Witness, this Right of First Refusal Agreement has been executed on _________[date].

[Signatures]