ex4_1.htm


     EXHIBIT
4.1 

     

     SPECIMEN
UNIT CERTIFICATE 

    


    
       

      
        	 NUMBER                                                                                                                                
      

                 U-                      

              	 UNITS 


      

      


    

          SEE
REVERSE FOR 

               
CERTAIN 

            
DEFINITIONS 

    


     NEW
YORK RESIDENTIAL, INC. 

    


     CUSIP 

    


     UNITS
CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT 

     EACH
TO PURCHASE ONE SHARE OF COMMON STOCK 

    


    
       

      
        	 THIS CERTIFIES
      THAT  	   	   
	   	   	   
	 is the owner
      of    	   	 Units 


      

    

     

     Each Unit
(“Unit”) consists of one (1) share of common stock, par value $.001 per share
(the “Shares”), of NEW YORK RESIDENTIAL, INC., a Delaware corporation (the
“Company”), and one warrant (the “Warrant”). Each Warrant entitles the holder to
purchase one (1) Share for $.75 per share (subject to adjustment). Each Warrant
will become exercisable on the Company’s completion of its initial property
acquisition 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 (the “Expiration Date”). The Shares and
Warrants comprising the Units represented by this certificate will trade
separately on                     .
The terms of the Warrants are governed by a Transfer Agent and Warrant
Agreement, dated as of                     ,
2008, between the Company and Continental Stock Transfer & Trust Company, as
Warrant Agent, and are subject to the terms and provisions contained therein,
all of which terms and provisions the holder of this certificate consents to by
acceptance hereof. Copies of the Transfer Agent and Warrant Agreement are on
file at the office of the Warrant Agent at
[                    ],
and are available to any Warrant holder on written request and without cost.
This certificate is not valid unless countersigned by the Transfer Agent and
Registrar of the Company. 

     

     Witness
the facsimile seal of the Company and the facsimile signature of its duly
authorized officers. 

     

     

    
      	
               By 

            	  
      	  
      	  
      	  
      
	  
      	  
      	
               Chief
      Executive Officer 

            	  
      	
               Secretary 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     NEW
YORK RESIDENTIAL, INC. 

    


     CORPORATE 

     SEAL 

     2008 

    


     DELAWARE 

     

     

      

      
        

      

    

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     NEW
YORK RESIDENTIAL, INC. 

    


     The Company will furnish without
charge to each stockholder who so requests, a statement of the powers,
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof of the Company and the
qualifications, limitations, or restrictions of such preferences and/or
rights. 

           

     The following abbreviations, when
used in the inscription on the face of this certificate, shall be construed as
though they were written out in full according to applicable laws or
regulations: 

    


     TEN
COM — as tenants in common 

    


     TEN
ENT — as tenants by the entireties 

    


     JT TEN
— as joint tenants with right of survivorship and not as tenants in
common 

    


    
      	  
      	  
      	  
      	  
      	  
      
	  
      	  
      	
               UNIF
      GIFT MIN ACT - 

            	  
      	
               _________ Custodian
      ___________________ 

            
	   	   	   	   	   
      (Cust)                            
                        
         (Minor) 
	  
      	  
      	  
      	  
      	
               under
      Uniform Gifts to Minors 

               Act__________________________________   

            
	  
      	  
      	  
      	  
      	
                                                      
       (State) 

            


    

           

     Additional Abbreviations may also be
used though not in the above list. 

    


                     For
value received                                         
                    ,
hereby sell, assign and transfer unto 

    


     PLEASE
INSERT SOCIAL SECURITY OR OTHER 

          IDENTIFYING
NUMBER OF ASSIGNEE 

    
      	
                _____________________________ 

            	  
      	  
      
	
                _____________________________ 

            	  
      	  
      
	  
      	  
      	  
      
	  
      	  
      	  
      


    

     

     (PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
ASSIGNEE) 

     

          
              
              
              
              
               
              
              
               
              
              
               

    


                    
              
     Units 

    


     represented
by the within Certificate, and do hereby irrevocably constitute and
appoint 

    


             
              
               
              
              
              
              
              
              
               
              
             

    


                    
              
  Attorney 

    


     to
transfer the said Units on the books of the within named Company will full power
of substitution in the premises. 

    


    
      	  
      	  
      	  
      
	
               Dated: 

            	 _________________________________________________________________ 
	  
      	  
      	 
      


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               NOTICE: 

            	  
      	
               The
      signature to this assignment must correspond with the name as written upon
      the face of the certificate in every particular, without alteration or
      enlargement or any change
whatever. 

            


    

    


     Signature(s)
Guaranteed: 

     _____________________________________________________________________________________________ 

     THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE
17Ad-15).