ex4_3.htm


     EXHIBIT
4.3 

     

     SPECIMEN
WARRANT CERTIFICATE 

     

    
      
        
          	 NUMBER
      

                   W-                      

                	 WARRANTS 


        

        
 

      

    

     (SEE
REVERSE SIDE FOR LEGEND) 

    


     THIS
WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. 

     NEW
YORK CITY TIME, _________, 2012 

    


     NEW
YORK RESIDENTIAL, INC. 

     CUSIP 

     WARRANT 

    


     THIS
CERTIFIES THAT, for value received
________________________________________________________ 

     is the
registered holder of a Warrant or Warrants expiring                
, 2012 (the “Warrant”) to purchase one fully paid and non-assessable share of
common stock, par value $.001 per share (“Shares”), of NEW YORK RESIDENTIAL,
INC., a Delaware corporation (the “Company”), for each Warrant evidenced by this
Warrant Certificate. The Warrant entitles the holder thereof to purchase from
the Company, commencing on the later of the Company’s completion of its initial
property acquisition (as described herein) and __________ __, 2009 (one year
from the date of the prospectus), and will expire on ________ __, 2012 (four
years from the date of the prospectus), or earlier upon redemption, such number
of Shares of the Company at the price of $.75 per share (the “Warrant
Price”), upon surrender of this Warrant Certificate and payment of the Warrant
Price at the office or agency of the Warrant Agent, Continental Stock Transfer
& Trust Company (such payment to be made by check made payable to the
Warrant Agent), but only subject to the conditions set forth herein and in the
Transfer Agent and Warrant Agreement between the Company and Continental Stock
Transfer & Trust Company. The Transfer Agent and Warrant Agreement provides
that upon the occurrence of certain events the Warrant Price and the number of
Warrant Shares purchasable hereunder, set forth on the face hereof, may, subject
to certain conditions, be adjusted. The term Warrant Price as used in this
Warrant Certificate refers to the price per Share at which Shares may be
purchased at the time the Warrant is exercised. 

    


     No fraction of a Share will be
issued upon any exercise of a Warrant. If, upon exercise of a Warrant, a holder
would be entitled to receive a fractional interest in a Share, the Company will,
upon exercise, round up to the nearest whole number the number of shares of
common stock to be issued to the warrant holder. 

    


     Upon any exercise of the Warrant for
less than the total number of full Shares provided for herein, there shall be
issued to the registered holder hereof or his assignee a new Warrant Certificate
covering the number of Shares for which the Warrant has not been
exercised. 

    


     Warrant Certificates, when
surrendered at the office or agency of the Warrant Agent by the registered
holder hereof in person or by attorney duly authorized in writing, may be
exchanged in the manner and subject to the limitations provided in the Transfer
Agent and Warrant Agreement, but without payment of any service charge, for
another Warrant Certificate or Warrant Certificates of like tenor and evidencing
in the aggregate a like number of Warrants. 

     

                 Upon
due presentment for registration of transfer of the Warrant Certificate at the
office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants shall be issued to the transferee in exchange for this Warrant
Certificate, subject to the limitations provided in the Transfer Agent and
Warrant Agreement, without charge except for any applicable tax or other
governmental charge.       

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     The Company and the Warrant Agent
may deem and treat the registered holder as the absolute owner of this Warrant
Certificate (notwithstanding any notation of ownership or other writing hereon
made by anyone), for the purpose of any exercise hereof, of any distribution to
the registered holder, and for all other purposes, and neither the Company nor
the Warrant Agent shall be affected by any notice to the
contrary. 

     

                     This
Warrant does not entitle the registered holder to any of the rights of a
stockholder of the Company. 

    


     The Company reserves the right to
call the Warrant at any time prior to its exercise, in whole and not in part,
with a notice of call in writing to the holders of record of the Warrant, giving
30 days’ notice of such call at any time after the Warrant becomes
exercisable if, and only if, the reported last sale price of the common stock
equals or exceeds $1.50 per share, for any 20 trading days within a 30 trading
day period ending on the third business day prior to the notice of redemption to
warrant holders. The call price of the Warrants is to be $.01 per Warrant. Any
Warrant either not exercised or tendered back to the Company by the end of the
date specified in the notice of call shall be canceled on the books of the
Company and have no further value except for the $.01 call
price. 

     

     All
the covenants and provisions of this Warrant by or for the benefit of the
Company or the holder hereof shall bind and inure to the benefit of their
respective successors and assigns. 

    


    
      	  
      	  
      	  
      
	
               By 

            	  
      	  
      
	  
      	  
      	  
      
	
               

               Secretary 

            	
               

               Chief
      Executive Officer 

            	  
      


    

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     SUBSCRIPTION
FORM 

     

     To Be
Executed by the Registered Holder in Order to Exercise Warrants 

    


     The undersigned Registered Holder
irrevocably elects to exercise                
Warrants represented by this Warrant Certificate, and to purchase the Shares
issuable upon the exercise of such Warrants, and requests that Certificates for
such Shares shall be issued in the name of: 

    


    
      	  
      
	
               (PLEASE
      TYPE OR PRINT NAME AND ADDRESS) 

            
	  
      	  
      	  
      
	  
      
	  
      
	  
      
	
               (SOCIAL
      SECURITY OR TAX IDENTIFICATION NUMBER) 

            
	
               and
      be delivered to 

            	  
      	  
      
	  
      	  
      	
               (PLEASE
      PRINT OR TYPE NAME AND ADDRESS) 

            
	  
      


    

    


     and,
if such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be registered in the name of, and delivered to, the Registered Holder
at the address stated below: 

     

     

    
      	 Dated 	 ______________________________ 
      	 __________________________________________ 
      
	  
      	  
      	
               (SIGNATURE) 

            
	  
      	  
      	 __________________________________________ 
      
	  
      	  
      	
               (ADDRESS) 

            
	  
      	  
      	 __________________________________________ 
      
	  
      	  
      	 __________________________________________ 
      
	  
      	  
      	
               (TAX
      IDENTIFICATION NUMBER) 

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     ASSIGNMENT 

    


     To Be
Executed by the Registered Holder in Order to Assign Warrants 

    


     For Value
Received,                     
           
hereby sell, assign and transfer unto
 

    
      


      
        	  
      
	
                 (PLEASE
      TYPE OR PRINT NAME AND ADDRESS) 

              
	  
      	  
      	  
      
	  
      
	  
      
	  
      
	
                 (SOCIAL
      SECURITY OR TAX IDENTIFICATION NUMBER) 

              
	
                 and
      be delivered to 

              	  
      	  
      
	  
      	  
      	
                 (PLEASE
      PRINT OR TYPE NAME AND
ADDRESS) 

              


      

    

    
      	  
      	
                
      of the Warrants represented by this Warrant Certificate, and
      hereby 

            
	  
      	  
      	  
      
	
               irrevocably
      constitute and appoint 

            	
               

            
	
               Attorney
      to transfer this Warrant Certificate on the books of the Company, with
      full power of substitution in the
premises. 

            


    

    


    
      	
               Dated: 

            	 ______________________________ 
      	 __________________________________________   
      
	  
      	  
      	  
      	
               (SIGNATURE) 

            


    

    


     THE
SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME
WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A
COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK
EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK
EXCHANGE.