ex4_4.htm


     EXHIBIT 4.4 

     

     FORM
OF WARRANT AGREEMENT 

     

     This
Warrant Agreement (this “Agreement”) made as of October ____, 2008, by and
between New York Residential, Inc., a Delaware corporation, with offices at 15
West 72nd Street,
Suite 15K, New York, New York 10023 (“Company”), and Continental Stock Transfer
& Trust Company, a New York corporation, with offices at 17 Battery Place,
New York, New York 10004 (“Warrant Agent”). 

     

     WHEREAS,
the Company is engaged in a public offering (“Public Offering”) of Units
(“Units”) and, in connection therewith, has determined to issue and deliver up
to 2,940,000 Warrants
(the “Warrants”) to the public investors, each of such Warrants evidencing the
right of the holder thereof to purchase one share of common stock, par value
$.001 per share, of the Company (the “Common Stock”) for $0.75, subject to
adjustment as described herein. 

     

     WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a
Registration Statement on Form S-1, No. 333-141653 (the “Registration
Statement”), for the registration under the Securities Act of 1933, as amended
(the “Act”) of, among other securities, the Warrants and the Common Stock
issuable upon exercise of the Warrants; and 

     

     WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange, redemption and exercise of the Warrants;
and 

     

     WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the
terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the
holders of the Warrants; and 

    


     WHEREAS,
all acts and things have been done and performed which are necessary to make the
Warrants, when executed on behalf of the Company and countersigned by or on
behalf of the Warrant Agent, as provided herein, the valid, binding and legal
obligations of the Company, and to authorize the execution and delivery of this
Agreement. 

     

     NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the
parties hereto agree as follows: 

     

     1.            
Appointment of Warrant
Agent. The Company hereby appoints the Warrant Agent to act as agent for
the Company Warrants, and the Warrant Agent hereby accepts such appointment and
agrees to perform the same in accordance with the terms and conditions set forth
in this Agreement. 

     

     2.            
Warrants. 

     

     2.1           Form of Warrant. Each
Warrant shall be issued in registered form only.  The Warrants shall
be in substantially the form of Exhibit A hereto, the provisions of which are
incorporated herein, and shall be signed by, or bear the facsimile signature of
the Chief Executive Officer and President of the Company, and shall bear a
facsimile of the Company’s seal. If the person whose facsimile signature has
been placed upon any Warrant shall have ceased to serve in the capacity in which
such person signed the Warrant before such Warrant is issued, it may be issued
with the same effect as if he or she had not ceased to be such at the date of
issuance. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     2.2           Effect of
Countersignature. Unless and until countersigned by the Warrant Agent
pursuant to this Agreement, a Warrant shall be invalid and of no effect and may
not be exercised by the holder thereof. 

     

     2.3           Registration. 

     

     2.3.1    Warrant Register. The
Warrant Agent shall maintain books (“Warrant Register”) for the registration of
original issuance and the registration of transfer of the Warrants. Upon the
initial issuance of the Warrants, the Warrant Agent shall issue and register the
Warrants in the names of the respective holders thereof in such denominations
and otherwise in accordance with instructions delivered to the Warrant Agent by
the Company. 

     

     2.3.2            Registered Holder.
Prior to due presentment for registration of transfer of any Warrant, the
Company and the Warrant Agent may deem and treat the person in whose name such
Warrant shall be registered upon the Warrant Register (the “Registered Holder”),
as the absolute owner of such Warrant and of each Warrant represented thereby
(notwithstanding any notation of ownership or other writing on the Warrant
Certificate made by anyone other than the Company or the Warrant Agent), for the
purpose of any exercise thereof, and for all other purposes, and neither the
Company nor the Warrant Agent shall be affected by any notice to the
contrary. 

     

     2.4           Detachability of the
Warrants.    The securities comprising the Units will
be quoted for trading on the Over-the-Counter Bulletin Board (the “OTCBB”)
separately on the 90th day
following the date of the final prospectus included as part of the Registration
Statement, or on such date thereafter they are approved for quotation, unless
the board of directors of the Company approves an earlier date. 

     

     3.     
      Terms and Exercise of
Warrants. 

     

     3.1           Warrant Price. Each
Warrant shall, when countersigned by the Warrant Agent, entitle the Registered
Holder thereof, subject to the provisions of such Warrant and of this Agreement,
to purchase from the Company the number of shares of Common Stock stated
therein, at the price of $0.75 per whole share, subject to the adjustments
provided in Section 4 hereof. The term “Warrant Price” as used in this Agreement
refers to the price per share at which Common Stock may be purchased at the time
a Warrant is exercised.  The Company, in its sole discretion, may
lower the Warrant Price at any time prior to the Expiration Date (as defined
within Section 3 of the Warrant Agreement) for a period of not less than ten
business days; provided that any such reduction shall be identical among all of
the Warrants. 

     

     3.2           Duration of
Warrants. 

    


     3.2.1 The Warrants may be
exercised only during the period commencing on the later of: (i) the Company’s
completion of its initial property acquisition (as described more fully in the
Registration Statement), or (ii) __________ __, 2009 (one year from the date of
the of the final prospectus included as part of the Registration
Statement).  Notwithstanding the foregoing, no Warrant shall be
exercisable unless, at the time of exercise, a registration statement relating
to the Common Stock issuable upon the exercise of such Warrant is effective and
current and a prospectus is available for use by the holders thereof and the
Common Stock has been qualified or deemed to be exempt under the securities laws
of the state of residence of the holder of such Warrants. The
termination of the Exercise Period (as defined herein) shall occur on ________
__, 2012 (four years from the date of the prospectus), or earlier upon
redemption. 

     

    
      
        
        

      

      
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     3.2.2
General. The
period during which a Warrant may be exercised shall be deemed the “Exercise
Period” and the termination of such Exercise Period shall be deemed the
“Expiration Date”.  Except with respect to the right to receive the
Redemption Price (as set forth in Section 6 hereunder and defined therein), each
Warrant not exercised on or before the Expiration Date shall become void, and
all rights thereunder and all rights in respect thereof under this Agreement
shall cease at the close of business on the Expiration Date. The Company in its
sole discretion may extend the duration of the Warrants by delaying the
Expiration Date; provided, however, that the Company will provide notice to
Registered Holders of such extension of not less than 20 days and, further
provided that any such extension shall be identical in duration among all of the
Warrants. 

     

     3.3           Exercise of
Warrants. 

     

     3.3.1           Payment. Subject to
the provisions of the Warrants and this Agreement, a Warrant, when countersigned
by the Warrant Agent, may be exercised by the Registered Holder thereof by
surrendering it at the office of the Warrant Agent, or at the office of its
successor as Warrant Agent, in the Borough of Manhattan, City and State of New
York, with the subscription form, as set forth in the Warrant, duly executed, by
paying in full in lawful money of the United States, in cash, good certified
check or good bank draft payable to the order of the Company, the Warrant Price
for each full share of Common Stock as to which the Warrant is exercised and any
and all applicable taxes due in connection with the exercise of the Warrant, the
exchange of the Warrant for the Common Stock, and the issuance of the Common
Stock. 

     

     3.3.2           Issuance of
Certificates. As soon as practicable after the exercise of any Warrant
and the clearance of the funds in payment of the Warrant Price, the Company
shall issue to the Registered Holder of such Warrant a certificate or
certificates for the number of full shares of Common Stock to which he, she or
it is entitled, registered in such name or names as may be directed by him, her
or it, and if such Warrant shall not have been exercised in full, a new
countersigned Warrant for the number of shares as to which such Warrant shall
not have been exercised. Notwithstanding the foregoing, the Company shall not be
obligated to deliver any securities pursuant to the exercise of a Warrant unless
(i) a registration statement under the Act with respect to the Common
Stock  issuable upon such exercise is effective, or (ii) in the
opinion of counsel to the Company, the exercise of the Warrants is exempt from
the registration requirements of the Act and such securities are qualified for
sale or exempt from qualification under applicable securities laws of the states
or other jurisdictions in which the Registered Holders reside. Warrants may not
be exercised by, or securities issued to, any registered holder in any state in
which such exercise or issuance would be unlawful.  In no event will
the Registered Holder of a Warrant be entitled to receive a net-cash settlement
in lieu of physical settlement in Common Stock, regardless of whether the Common
Stock underlying the Warrants is registered pursuant to an effective
registration statement. 

     

    
      
        
        

      

      
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     3.3.3            Valid Issuance. All
Common Stock issued upon the proper exercise of a Warrant in conformity with
this Agreement shall be validly issued, fully paid and
non-assessable. 

     

     3.3.4
           Date of Issuance.
Each person in whose name any such certificate for Common Stock is issued shall
for all purposes be deemed to have become the holder of record of such shares on
the date on which the Warrant was surrendered and payment of the Warrant Price
was made, irrespective of the date of delivery of such certificate, except that,
if the date of such surrender and payment is a date when the stock transfer
books of the Company are closed, such person shall be deemed to have become the
holder of such shares at the close of business on the next succeeding date on
which the stock transfer books are open. 

     

     4.           Adjustments. 

     

     4.1           Stock Dividends Split
Ups. If, after the date hereof, and subject to the provisions of Section
4.6 below, the number of outstanding shares of Common Stock is increased by a
stock dividend payable in Common Stock, or by a split up of Common Stock, or
other similar event, then, on the effective date of such stock dividend, split
up or similar event, the number of shares of Common Stock issuable on exercise
of each Warrant shall be increased in proportion to such increase in outstanding
shares of Common Stock. 

     

     4.2           Aggregation of
Shares. If, after the date hereof, and subject to the provisions of
Section 4.6 below, the number of outstanding shares of Common Stock is decreased
by a consolidation, combination, reverse stock split or reclassification of
Common Stock or other similar event, then, on the effective date of such
consolidation, combination, reverse stock split, reclassification or similar
event, the number of shares of Common Stock issuable on exercise of each Warrant
shall be decreased in proportion to such decrease in outstanding shares of
Common Stock. 

     

     4.3           Adjustments in Exercise
Price. Whenever the number of shares of Common Stock purchasable upon the
exercise of the Warrants is adjusted, as provided in Section 4.1 and 4.2 above,
the Warrant Price shall be adjusted (to the nearest cent) by multiplying such
Warrant Price immediately prior to such adjustment by a fraction (x) the
numerator of which shall be the number of shares of Common Stock purchasable
upon the exercise of the Warrants immediately prior to such adjustment, and (y)
the denominator of which shall be the number of shares of Common Stock so
purchasable immediately thereafter. 

     

     4.4           Replacement of Securities
upon Reorganization, etc. In case of any (i) reclassification or
reorganization of the outstanding shares of Common Stock (other than a change
covered by Section 4.1 or 4.2 hereof or a change that solely affects the par
value of such shares of Common Stock); (ii) merger or consolidation of the
Company with or into another corporation (other than a consolidation or merger
in which the Company is the continuing corporation and that does not result in
any reclassification or reorganization of the outstanding shares of Common
Stock); or (iii) sale or conveyance to another corporation or entity of the
assets or other property of the Company in its entirety or substantially in its
entirety in connection with which the Company is dissolved, the Registered
Holder shall thereafter have the right to purchase and receive, upon the basis
and upon the terms and conditions specified in the Warrants and in lieu of the
shares of Common Stock of the Company immediately theretofore purchasable and
receivable upon the exercise of the rights represented thereby, the kind and
amount of shares of stock or other securities or property (including cash)
receivable upon such reclassification, reorganization, merger or consolidation,
or upon a dissolution following any such sale or transfer, that the Registered
Holder would have received if such Registered Holder had exercised his, her or
its Warrant(s) immediately prior to such event; and if any reclassification also
results in a change in Common Stock covered by Section 4.1 or 4.2 above, then
such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3 and this
Section 4.4. The provisions of this Section 4.4 shall similarly apply to
successive reclassifications, reorganizations, mergers or consolidations, sales
or other transfers. 

     

    
      
        
        

      

      
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     4.5           Notices of Changes in
Warrant. Upon every adjustment of the Warrant Price or the number of
shares issuable on exercise of a Warrant, the Company shall give written notice
thereof to the Warrant Agent, which notice shall state the Warrant Price
resulting from such adjustment and the increase or decrease, if any, in the
number of shares purchasable at such price upon the exercise of a Warrant,
setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based. Upon the occurrence of any event specified in
Sections 4.1, 4.2, 4.3 or 4.4 above, then, in any such event, the Company shall
give written notice to the Registered Holder, at the last address set forth for
such holder in the Warrant Register, of the record date or the effective date of
the event. Failure to give such notice, or any defect therein, shall not affect
the legality or validity of such event. 

     

     4.6           No Fractional Shares.
Notwithstanding any provision contained in this Agreement to the contrary, the
Company shall not issue fractional shares upon exercise of Warrants. If, by
reason of any adjustment made pursuant to this Section 4, the holder of any
Warrant would be entitled, upon the exercise of such Warrant, to receive a
fractional interest in a share, the Company shall, upon such exercise, round up
to the nearest whole number the number of the Common Stock to be issued to the
Registered Holder. 

     

     4.7           Form of Warrant. The
form of Warrant need not be changed because of any adjustment pursuant to this
Section 4 and Warrants issued after such adjustment may state the same Warrant
Price and the same number of shares as is stated in the Warrants initially
issued pursuant to this Agreement. However, the Company may at any time, in its
sole discretion, make any change in the form of Warrant that the Company may
deem appropriate provided that such change does not affect the substance
thereof, and any Warrant thereafter issued or countersigned, whether in exchange
or substitution for an outstanding Warrant or otherwise, may be in the form as
so changed. 

     

     5.       
    Transfer and Exchange of
Warrants. 

     

     5.1           Registration of
Transfer. Upon surrender of any outstanding Warrant for transfer,
properly endorsed with signatures properly guaranteed and accompanied by
appropriate instructions for transfer, the Warrant Agent shall register the
transfer, from time to time, upon the Warrant Register.  Upon any such
transfer, a new Warrant representing an equal aggregate number of Warrants shall
be issued and the old Warrant shall be cancelled by the Warrant Agent. The
Warrants so cancelled shall be delivered by the Warrant Agent to the Company
from time to time upon request. 

     

    
      
        
        

      

      
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     5.2           Procedure for Surrender of
Warrants. Warrants may be surrendered to the Warrant Agent, together with
a written request for exchange or transfer, and thereupon the Warrant Agent
shall issue in exchange therefor one or more new Warrants as requested by the
Registered Holder of the Warrants so surrendered, representing an equal
aggregate number of Warrants; provided, however, that if a Warrant surrendered
for transfer bears a restrictive legend, the Warrant Agent shall not cancel such
Warrant and issue new Warrants in exchange therefor until the Warrant Agent has
received an opinion of counsel for the Company stating that such transfer may be
made and indicating whether the new Warrants must also bear a restrictive
legend. 

     

     5.3           Fractional Warrants.
The Warrant Agent shall not be required to effect any registration of transfer
or exchange which will result in the issuance of a warrant certificate for a
fraction of a warrant. 

     

     5.4           Service Charges. No
service charge shall be made for any exchange or registration of transfer of
Warrants. 

     

     5.5           Warrant Execution and
Countersignature. The Warrant Agent is hereby authorized to countersign
and to deliver, in accordance with the terms of this Agreement, the Warrants
required to be issued pursuant to the provisions of this Section 5, and the
Company, whenever required by the Warrant Agent, will supply the Warrant Agent
with Warrants duly executed on behalf of the Company for such
purpose. 

     

     6.         
  Redemption. 

     

     6.1           Redemption. Not less
than all of the outstanding Warrants may be redeemed, at the option of the
Company, at any time after they become exercisable and prior to their
expiration, at the office of the Warrant Agent, upon the notice referred to in
Section 6.3 below, at the price of $.01 per Warrant (the “Redemption Price”),
provided that the last sales price of the Common Stock has been equal to or
greater than $1.50 per share, on each of twenty (20) trading days within any
thirty (30) trading day period ending on the third business day prior to the
date on which notice of redemption is given. Notwithstanding the foregoing, the
Registration Statement must be current in order for the Company to exercise its
redemption rights pursuant to this Section 6. 

     

     6.2           Date Fixed for, and Notice
of, Redemption. If the Company shall elect to redeem all of the Warrants,
the Company shall fix a date for the redemption. Notice of redemption shall be
mailed by first class mail, postage prepaid, by the Company not less than 30
days prior to the date fixed for redemption to the Registered Holders of the
Warrants to be redeemed at their last addresses as they shall appear on the
Warrant Register. Any notice mailed in the manner herein provided shall be
conclusively presumed to have been duly given whether or not the Registered
Holder received such notice. 

     

     6.3           Exercise After Notice of
Redemption. The Warrants may be exercised in accordance with Section 3 of
this Agreement at any time after notice of redemption shall have been given by
the Company pursuant to Section 6.2 hereof and prior to the time and date fixed
for redemption. On and after the redemption date, the record holder of the
Warrants shall have no further rights except to receive, upon surrender of the
Warrants, the Redemption Price. 

     

    
      
        
        

      

      
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     7.        
   Other Provisions Relating to
Rights of Registered Holders. 

     

     7.1           No Rights as
Stockholder. A Warrant does not entitle the Registered Holder thereof to
any of the rights of a stockholder of the Company, including, without
limitation, the right to receive dividends, or other distributions, exercise any
preemptive rights to vote or to consent or to receive notice as stockholders in
respect of the meetings of stockholders or the election of directors of the
Company or any other matter. 

     

     7.2           Lost, Stolen, Mutilated, or
Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or
destroyed, the Company and the Warrant Agent may on such terms as to indemnity
or otherwise as they may in their discretion impose (which shall, in the case of
a mutilated Warrant, include the surrender thereof), issue a new Warrant of like
denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or
destroyed. Any such new Warrant shall constitute a substitute contractual
obligation of the Company, whether or not the allegedly lost, stolen, mutilated,
or destroyed Warrant shall be at any time enforceable by
anyone. 

     

     7.3           Reservation of Common
Stock. The Company shall at all times reserve and keep available a number
of its authorized but unissued Common Stock that will be sufficient to permit
the exercise in full of all outstanding Warrants issued pursuant to this
Agreement. 

     

     7.4           Registration of Common
Stock. The Company agrees that prior to the commencement of the Exercise
Period, it shall use its best efforts to prepare and file with the SEC a
post-effective amendment to the Registration Statement, or a new registration
statement, for the registration, under the Act, of, and it shall use its best
efforts to take such action as is necessary to qualify for sale, in those states
in which the Warrants were initially offered by the Company, the Common Stock
issuable upon exercise of the Warrants. In either case, the Company will use its
best efforts to cause the same to become effective on or prior to the
commencement of the Exercise Period and to use its best efforts to maintain the
effectiveness of such registration statement until the expiration of the
Warrants in accordance with the provisions of this Warrant Agreement; provided,
however, the Company shall not be obligated to deliver Common Stock and shall
not have penalties for failure to deliver Common Stock if a registration
statement is not effective at the time of exercise by the holder.  In
addition, the Company agrees to use its reasonable efforts to register such
securities under the blue sky laws of the states of residence of the exercising
warrant holders to the extent an exemption is not available. Notwithstanding the
foregoing, a Warrant can expire unexercised regardless of whether a registration
statement is current under the Act with respect to the Common Stock issuable
upon exercise of the Warrants. In no event will the registered holder of a
warrant be entitled to receive a net-cash settlement or Common Stock or other
consideration as of result of the Company's non-compliance with this Section
7.4. 

     

    
      
        
        

      

      
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     8.       
     Concerning the Warrant Agent
and Other Matters. 

     

     8.1           Payment of Taxes. The
Company will from time to time promptly pay all taxes and charges that may be
imposed upon the Company or the Warrant Agent in respect of the issuance or
delivery of Common Stock upon the exercise of Warrants, but the Company shall
not be obligated to pay any transfer taxes in respect of the Warrants or such
shares. 

     

     8.2           Resignation, Consolidation,
or Merger of Warrant Agent. 

     

     8.2.1            Appointment of Successor
Warrant Agent. The Warrant Agent, or any successor to it hereafter
appointed, may resign its duties and be discharged from all further duties and
liabilities hereunder after giving sixty (60) days notice in writing to the
Company. If the office of the Warrant Agent becomes vacant by resignation,
incapacity to act or otherwise, the Company shall appoint in writing a successor
Warrant Agent in place of the Warrant Agent. If the Company shall fail to make
such appointment within a period of 30 days after it has been notified in
writing of such resignation or incapacity by the Warrant Agent or by the holder
of the Warrant (who shall, with such notice, submit his Warrant for inspection
by the Company), then the holder of any Warrant may apply to the Supreme Court
of the State of New York for the County of New York for the appointment of a
successor Warrant Agent. Any successor Warrant Agent, whether appointed by the
Company or by such court, shall be a corporation organized and existing under
the laws of the State of New York, in good standing, having its principal office
in the Borough of Manhattan, City and State of New York, and authorized under
such laws to exercise corporate trust powers and subject to supervision or
examination by federal or state authority.  After appointment, any
successor Warrant Agent shall be vested with all the authority, powers, rights,
immunities, duties, and obligations of its predecessor Warrant Agent with like
effect as if originally named as Warrant Agent hereunder, without any further
act or deed; but if for any reason it becomes necessary or appropriate, the
predecessor Warrant Agent shall execute and deliver, at the expense of the
Company, an instrument transferring to such successor Warrant Agent all the
authority, powers, and rights of such predecessor Warrant Agent hereunder; and
upon request of any successor Warrant Agent, the Company shall make, execute,
acknowledge, and deliver any and all instruments in writing for more fully and
effectually vesting in and confirming to such successor Warrant Agent all such
authority, powers, rights, immunities, duties, and obligations. 

     

     8.2.2           Notice of Successor Warrant
Agent. If a successor Warrant Agent shall be appointed, the Company shall
give notice thereof to the predecessor Warrant Agent and the transfer agent for
the Common Stock not later than the effective date of any such
appointment. 

     

     8.2.3           Merger or Consolidation of
Warrant Agent. Any corporation into which the Warrant Agent may be merged
or with which it may be consolidated or any corporation resulting from any
merger or consolidation to which the Warrant Agent shall be a party shall be the
successor Warrant Agent under this Agreement without any further
act. 

     

     8.3           Fees and Expenses of Warrant
Agent. 

     

     8.3.1           Remuneration. The
Company agrees to pay the Warrant Agent reasonable remuneration for its services
as such Warrant Agent hereunder, and will reimburse the Warrant Agent upon
demand for all expenditures that the Warrant Agent may reasonably incur in the
execution of its duties hereunder. 

     

    
      
        
        

      

      
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     8.3.2           Further Assurances.
The Company agrees to perform, execute, acknowledge, and deliver or cause to be
performed, executed, acknowledged, and delivered all such further and other
acts, instruments, and assurances as may reasonably be required by the Warrant
Agent for the carrying out or performing of the provisions of this
Agreement. 

     

     8.4           Liability of Warrant
Agent. 

     

     8.4.1           Reliance on Company
Statement. Whenever in the performance of its duties under this
Agreement, the Warrant Agent shall deem it necessary or desirable that any fact
or matter be proved or established by the Company prior to taking or suffering
any action hereunder, such fact or matter (unless other evidence in respect
thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a statement signed by the Chief Executive Officer and
President of the Company and delivered to the Warrant Agent. The Warrant Agent
may rely upon such statement for any action taken or suffered in good faith by
it pursuant to the provisions of this Agreement. 

     

     8.4.2           Indemnity. The
Warrant Agent shall be liable hereunder only for its own negligence, willful
misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and
save it harmless against any and all liabilities, including judgments, costs and
reasonable counsel fees, for anything done or omitted by the Warrant Agent in
the execution of this Agreement except as a result of the Warrant Agent’s
negligence, willful misconduct, or bad faith. 

     

     8.4.3           Exclusions. The
Warrant Agent shall have no responsibility with respect to the validity of this
Agreement or with respect to the validity or execution of any Warrant (except
its countersignature thereof); nor shall it (i) be responsible for any breach by
the Company of any covenant or condition contained in this Agreement or in any
Warrant; (ii) be responsible to make any adjustments required under the
provisions of Section 4 hereof or responsible for the manner, method, or amount
of any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment; nor (iii) by any act hereunder be deemed to make
any representation or warranty as to the authorization or reservation of any
Common Stock to be issued pursuant to this Agreement or any Warrant or as to
whether any Common Stock will, when issued, be valid, fully paid and
non-assessable. 

     

     8.5           Acceptance of Agency.
The Warrant Agent hereby accepts the agency established by this Agreement and
agrees to perform the same upon the terms and conditions set forth
herein.  The Warrant Agent shall, among other things, account promptly
to the Company with respect to Warrants exercised and concurrently account for,
and pay to the Company, all monies received by the Warrant Agent for the
purchase of shares of the Company’s Common Stock through the exercise of
Warrants. 

     

    
      
        
        

      

      
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     9.           Miscellaneous
Provisions. 

     

     9.1           Successors.  All
the covenants and provisions of this Agreement by or for the benefit of the
Company or the Warrant Agent shall bind and inure to the benefit of each of
their respective successors and assigns. 

     

     9.2           Notices. Any notice
or other communication required, or which may be given hereunder, shall be in
writing and either be delivered (i) personally, (ii) by private national courier
service, or (iii) be mailed, certified or registered mail, return receipt
requested, postage prepaid.  Notice shall be deemed given when so
delivered personally or, if sent by private national courier service, on the
next business day after delivery to the courier, or, if mailed, two business
days after the date of mailing, as follows: 

     

     New
York Residential, Inc. 

     15
West 72nd Street,
Suite 15K 

     New
York, New York 10023 

     Attn:  Robert
Kornstein, Chief Executive Officer and President 

     

     Any
notice, statement or demand authorized by this Agreement to be given or made by
the Registered Holder or by the Company to or on the Warrant Agent shall be
sufficiently given when so delivered if by hand or overnight delivery or if sent
by certified mail or private courier service five days after deposit of such
notice, postage prepaid, addressed (until another address is filed in writing by
the Warrant Agent with the Company), as follows: 

    


     Continental
Stock Transfer & Trust Company 

     17
Battery Place 

     New
York, New York 10004 

     Attn:
Steven G. Nelson and Frank A. Di Paolo 

    


     

     9.3           Applicable law. The
validity, interpretation, and performance of this Agreement and of the Warrants
shall be governed in all respects by the laws of the State of New York, without
giving effect to conflict of laws. The Company hereby agrees that any action,
proceeding or claim against it arising out of or relating in any way to this
Agreement shall be brought and enforced in the courts of the State of New York
or the United States District Court for the Southern District of New York, and
irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.
The Company hereby waives any objection to such exclusive jurisdiction and that
such courts represent an inconvenient forum. Any such process or summons to be
served upon the Company may be served by transmitting a copy thereof by
registered or certified mail, return receipt requested, postage prepaid,
addressed to it at the address set forth in Section 9.2 hereof. Such mailing
shall be deemed personal service and shall be legal and binding upon the Company
in any action, proceeding or claim. 

     

     9.4           Persons Having Rights under
this Agreement. Nothing in this Agreement expressed and nothing that may
be implied from any of the provisions hereof is intended, or shall be construed,
to confer upon, or give to, any person or corporation other than the parties
hereto and the Registered Holders of and any right, remedy, or claim under or by
reason of this Agreement or of any covenant, condition, stipulation, promise, or
agreement hereof. All covenants, conditions, stipulations, promises, and
agreements contained in this Agreement shall be for the sole and exclusive
benefit of the parties hereto and their successors and assigns and of the
Registered Holders. 

     

    
      
        
        

      

      
         10 

        
          

        

      

      
        
        

      

    

     

     9.5           Examination of the
Agreement. A copy of this Agreement shall be available at all reasonable
times at the office of the Warrant Agent in the Borough of Manhattan, City and
State of New York, for inspection by any Registered Holder. The Warrant Agent
may require any such holder to submit his Warrant for inspection by
it. 

     

     9.6           Counterparts. This
Agreement may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same
instrument. 

     

     9.7           Effect of Headings.
The section headings herein are for convenience only and are not part of this
Agreement and shall not affect the interpretation thereof. 

     

     9.8           Amendments. This
Agreement may be amended by the parties hereto without the consent of any
Registered Holder for the purpose of curing any ambiguity, or of curing,
correcting or supplementing any defective provision contained herein or adding
or changing any other provisions with respect to matters or questions arising
under this Agreement as the parties may deem necessary or desirable and that the
parties deem shall not adversely affect the interest of the Registered Holders.
All other modifications or amendments, including any amendment to increase the
Warrant Price or shorten the Exercise Period, shall require the written consent
of the Registered Holders of a majority of the then outstanding
Warrants. 

     

     9.9           Severability. This
Agreement shall be deemed severable, and the invalidity or unenforceability of
any term or provision hereof shall not affect the validity or enforceability of
this Agreement or of any other term or provision hereof.  Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties
hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be
possible and be valid and enforceable. 

     

     [remainder
of document continued on next page] 

     

     

     

     

     

     

    
      
        
        

      

      
         11 

        
          

        

      

      
        
        

      

    

    


     

     IN
WITNESS WHEREOF, this Warrant Agreement has been duly executed by the parties
hereto as of the day and year first above written. 

     

     

    
      
        	   	 NEW
      YORK RESIDENTIAL, INC. 	   
	   	   	   	   
	   	   	   	   
	
                 

              	
                 By:
      

              	   	   
	   	   	 Name:
      Robert Kornstein  	   
	   	   	 Title:
      Chief Executive Officer and President  	   


      

    

     

    
       

      
        
          	   	 CONTINENTAL
      STOCK TRANSFER & TRUST COMPANY 	   
	   	   	   	   
	   	   	   	   
	
                   

                	
                   By:
      

                	   	   
	   	   	 Name:
      Gregory P. Denman 	   
	   	   	 Title:
      Vice President