FORM OF

Home Properties of New York, Inc.

Common Stock Warrant No.



Home Properties of New York, Inc., a Maryland corporation (the "COMPANY"),

hereby certifies that, for good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, _________________________

("PURCHASER") or its permitted assigns under the terms of this Warrant

(Purchaser or such permitted assigns at the time being the registered holder

or holders hereof being hereinafter referred to as "HOLDER") is entitled,

subject to the terms set forth below, to acquire from the Company, at an

exercise price per share of $30.25 per share (the "EXERCISE PRICE"), at any

time or from time to time on or after the date hereof and prior to 5:00 P.M.,

New York City time, on the Expiration Date (as defined herein), good and valid

title to _______ duly authorized  fully paid and non-assessable shares of the

Company's Common Stock, $.01 par value (the "COMMON STOCK," such shares of

Common Stock, in each case as the number of such shares may be adjusted from

time to time pursuant to Section 2.4 and the provisions of the Company's

Amended and Restated Articles of Incorporation, as amended, are herein

referred to as the "WARRANT SHARES"), which are (i) free and clear of any

pledge, lien, security interest, charge, claim, equity or encumbrance of any

kind (each a "LIEN") created by or in respect of the Company, (ii) not subject

to preemptive rights and (iii) fully registered under the Securities Act of

1933, as amended, (the "SECURITIES ACT") and under such state securities law

which require such registration (together with the Securities Act, the

"SECURITIES LAWS"), Certain capitalized terms not otherwise defined herein

shall have the meanings set forth in Section 4 hereof.





SECTION 1.  EXERCISE OF WARRANT.



     1.1   Exercise.  Subject to Section  10, this Warrant may be converted or

           exercised by Holder, in whole or in part (but not for less than 10%

           of the Warrant Shares issuable under this Warrant, or the remaining

           Warrant Shares, if less than such amount), at any time and from time

           to time on or after the date hereof and prior to 5:00 p.m. New York

           City time on the Expiration Date by surrender of this Warrant,

           together with the form of notice of exercise (in the form attached

           hereto as EXHIBIT A) duly completed and executed by Holder, to the

           Company at its principal office and accompanied by payment in full,

           in cash or by check payable to the order of the Company, in the

           amount of the aggregate Exercise Price for the Warrant Shares

           covered by such exercise. In lieu of exercising this Warrant

           pursuant to the immediately preceding sentence, the Holder shall

           have the right to require the Company to convert this Warrant, in

           whole or in part and at any time or times (the "CONVERSION RIGHT"),

           into Warrant Shares, by surrendering this Warrant to the Company

           accompanied by the form conversion notice (in the form attached

           hereto as EXHIBIT B) which has been duly completed and signed.  Upon

           exercise of the Conversion Right, the Company shall deliver to the

           Holder (without payment by the Holder of any Exercise Price) that

           number of Warrant Shares which is equal to the quotient obtained by

           dividing (x) the value of this Warrant (or the portion thereof being

           converted) at the time the Conversion Right is exercised, determined

           by subtracting the aggregate Exercise Price for the Warrant (or such

           portion thereof being converted) immediately prior to the exercise

           of the Conversion Right from the aggregate current market price

           (determined on the basis of the Current Market Price Per Share) of

           that number of Warrant Shares purchasable upon exercise of this

           Warrant (or such portion thereof) immediately prior to the exercise

           of the Conversion Right (taking into account all applicable

           adjustments pursuant to this Warrant) by (y) the Current Market

           Price Per Share of one share of Common Stock immediately prior to

           the exercise of the Conversion Right.  Any references in this

           Warrant to the "exercise" of any Warrants, and the use of the term

           "exercise" herein, shall be deemed to include, without limitation,

           any exercise of the Conversion Right.  In the event this Warrant is

           not exercised in full, the Warrant Shares shall be reduced by the

           number of Warrant Shares subject to such partial exercise, and the

           Company, at its expense, shall forthwith issue and deliver to Holder

           a new Warrant of like tenor in the name of Holder, reflecting the

           number of Warrant Shares remaining after such exercise.



     1.2   DELIVERY OF STOCK CERTIFICATES. PROMPTLY UPON EXERCISE OF THIS

           WARRANT IN FULL OR IN PART, THE COMPANY WILL ISSUE AND DELIVER TO

           HOLDER, A CERTIFICATE OR CERTIFICATES, IN SUCH NAME OR NAMES AS SUCH

           HOLDER MAY DESIGNATE, FOR THE NUMBER OF FULLY PAID AND NON-

           ASSESSABLE SHARES OF COMMON STOCK TO WHICH HOLDER SHALL BE ENTITLED

           ON SUCH EXERCISE.



   1.3     Fractional Shares.  This Warrant may not be exercised as to

           fractional shares of Common Stock.  If any fraction of a share of

           Common Stock would be issuable, except for the  provisions of this

           Section 1.3, on the exercise of this Warrant in full or in part, the

           Company shall pay a cash Adjustment in respect of such fractional

           interest equal to the product of (x) such fractional interest and

           (y) the Current Market Price Per Share as of the date this Warrant

           is surrendered for exercise as provided in Section 1.1.



SECTION 2.  CERTAIN OBLIGATIONS OF THE COMPANY.



     2.1   Reservation of Stock.  The Company covenants that it will at all

           times reserve and keep available, free from preemptive rights,

           solely for the purpose of effecting the exercise of this Warrant, a

           number of shares of Common Stock equal to the total number of

           Warrant Shares then issuable upon the exercise of this Warrant.  The

           Company will from time to time, in accordance with the laws of its

           state of incorporation, take action to increase the authorized

           amount of its Common Stock if at any time the number of shares of

           Common Stock authorized but remaining unissued and unreserved for

           other purposes shall be insufficient to permit the exercise of this

           Warrant.



     2.2   Corporate Actions.  The Company covenants that all warrant shares

           will, upon issuance in accordabce with the terms of this warrant and

           the Company's Amended and Restated Articles of Incorporation, be

           fully paid and nonassessable, free from all taxes with respect to

           the issuance thereof (other than income taxes, if any, related to

           ordinary income attributable to the holder) and from all liens and

           will be fully registered under the Securities Laws.  The Company

           will not, by amendment of its Amended and Restated Articles of

           Incorporation or through any consolidation, merger, reorganization,

           transfer of assets, dissolution, issue or sale of securities or any

           other voluntary action, avoid or seek to avoid the observance or

           performance of any of the terms of this Warrant.  Without limiting

           the generality of the foregoing, the Company (a) will not permit the

           par value or the determined or stated value of any shares of the

           Company's Common Stock receivable upon the exercise of this Warrant

           to exceed the amount payable therefor upon such exercise, (b) will

           take all such action as may be necessary or appropriate in order

           that the Company amy validly and legally issue fully paid and

           nonassessable shares of the Company's Common Stock upon the exercise

           of this Warrant from time to time outstanding, including, without

           limitation, amending its Amended and Restated Articles of

           Incorporation, and (c) will not take any action which results in an

           adjustment in the number of Warrant Shares obtainable upon the

           exercise of this Warrant if the total number of shares of the

           Company's Common Stock (or other securities) issuable after such

           action upon the exercise of this Warrant would exceed the total

           number of shares of the Company's Common Stock (or other securities)

           then authorized by the Company's Amended and Restated Articles of

           Incorporation and available for purpose of issuance upon such

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC