**Exhibit 4.16****THE SECURITIES REPRESENTED BY THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPONEXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THEACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER.****UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR WARRANTS IN DEFINITIVE FORM, THIS WARRANTMAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY ANOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THEDEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.THE DEPOSITORY TRUST COMPANY (“DTC”) (55 WATER STREET, NEW YORK, NEW YORK) SHALL ACT AS THEDEPOSITORY UNTIL A SUCCESSOR SHALL BE APPOINTED BY THE COMPANY. UNLESS THIS CERTIFICATE ISPRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION OFTRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TOCEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANYTRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFULINASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.**
 

 
**TOUSA, INC.****STOCK PURCHASE WARRANT**Date of Issuance: July 31, 2007 Certificate No. W-000001     FOR VALUE RECEIVED, TOUSA, Inc., a Delaware corporation (the “Company”), hereby grantsto Cede & Co. or its registered assigns (the “Holder”) the right to purchase from theCompany, subject to Section 15 hereof, the Calculated Amount of shares of the Company’s CommonStock (the “Warrant Shares”) at a price per share equal to the Exercise Price (as adjustedfrom time to time in accordance herewith). Certain capitalized terms used herein are defined inSection 5 hereof. The amount and kind of securities obtainable pursuant to the rightsgranted hereunder and the purchase price for such securities are subject to adjustment pursuant tothe provisions contained in this Warrant.1. Exercise of Warrant.     1.1 Exercise Period. The Holder may exercise, in whole or in part, the purchase rightsrepresented by this Warrant at any time after the date on which the Exercise Price is establishedto and including July 31, 2012 (the “Exercise Period”).     1.2 Exercise. The Warrant may be exercised in full by the Holder hereof by delivery of anoriginal or facsimile copy of the form of subscription attached as Exhibit A hereto (the“Subscription Form”) duly executed by such Holder and surrender of the original Warrant within four(4) days of exercise to the Company at its principal office. The method of payment of the ExercisePrice shall be chosen by the Company pursuant to Section 1.4 hereof.          (a) This Warrant shall be deemed to have been exercised and such certificate or certificatesrepresenting the Warrant Shares to be issued in connection with such exercise shall be deemed tohave been issued, and the Holder or any other person so designated to be named therein shall bedeemed to have become the Holder of record of such Warrant Shares for all purposes, as of the datethe Warrant has been exercised in accordance with the terms hereof, notwithstanding that the stocktransfer books of the Company shall then be closed or that certificates representing such WarrantShares shall not then be physically delivered to the Holder. No deduction shall be made from theamount paid by the Holder for any commissions, discounts or other expenses incurred by the Companyfor any underwriting of the issue or otherwise in connection therewith          (b) The Company shall pay all documentary stamp taxes attributable to the issuance of WarrantShares underlying this Warrant upon the exercise as provided herein; provided, however, that theCompany shall not be required to pay any tax which may be payablein respect of any transfer involved in the registration of any certificate for Warrant Sharesunderlying this Warrant in a name other that of the Holder. The Holder is responsible for all
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other tax liability that may arise as a result of holding or transferring this Warrant or receivingshares of Common Stock underlying this Warrant upon exercise hereof.     1.3 Partial Exercise. The Warrant may be exercised in part (but not for a fractionalshare) by delivery of an original or facsimile copy of the Subscription Form duly executed by suchHolder and surrender of this Warrant in the manner and at the place provided in subsection 1.2except that the amount payable by the Holder on such partial exercise shall be the amount obtainedby multiplying (a) the number of whole Warrant Shares designated by the Holder in the SubscriptionForm by (b) the Exercise Price then in effect as selected by such Holder. On any such partialexercise, the Company, at its expense, will forthwith issue and deliver to or on the order of theHolder hereof a new Warrant of like tenor representing the unexercised Calculated Amount with anappropriate allocation of the two different Exercise Prices, if applicable, in the name of theHolder hereof or as such Holder (upon payment by such Holder of any applicable transfer taxes) mayrequest, the whole number of Warrant Shares for which such Warrant may still be exercised. Uponpartial exercise, the Holder shall specify the Calculated Amount being exercised and the associatedExercise Price as set forth in the Subscription Form.     1.4 Delivery of Stock Certificates and/or Cash, etc. on Exercise. The Company agrees thatthe Warrant Shares purchased upon exercise of this Warrant shall be deemed to be issued to theHolder hereof as the record owner of such shares as of the close of business on the date on whichthis Warrant shall have been surrendered and payment made for such shares as provided herein. Assoon as practicable after the exercise of the Warrant in full or in part, and in any event withinten (10) Business Days thereafter, the Company will at its option (i) deliver cash equal to theSale Price of the Common Stock to be delivered less the Exercise Price; (ii) pay such amount inCommon Stock rather than cash; (iii) deliver shares of Common Stock upon receiving the ExercisePrice per share therefor (which may be paid in cash, wire transfer of immediately available fundsor by certified or official bank check payable to the order of the Company); or (iv) anycombination of the foregoing. Each certificate shall have the legend contained on the first pageof this Warrant, if appropriate.     2. Adjustment of Exercise Price and Number of Warrant Shares. The Exercise Price in effectand the number and kind of securities purchasable upon the exercise of this Warrant shall besubject to adjustment from time to time upon the happening of certain events as provided in thisSection 2.          (a) If after the Issue Date, the Company: (1) pays a dividend or makes a distribution on itsCommon Stock in shares of its Common Stock; (2) subdivides its outstanding shares of Common Stockinto a greater number of shares; and (3) combines its outstanding shares of Common Stock into asmaller number of shares, then the Exercise Price in effect immediately prior to such action shallbe adjusted to the number obtained by multiplying the Exercise Price by a fraction, the numeratorwhich shall be the number of shares of Common Stock outstanding immediately prior to such action, and the denominator which shall be thenumber of shares of Common Stock outstanding immediately following such action.          (b) If the Company issues any shares of its Common Stock at a price below the Exercise Price,the Exercise Price shall be adjusted as follows:
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     X = Number of shares of Common Stock (i) outstanding immediately priorto the issuance, and (ii) then issuable upon exercise of any of theCompany’s outstanding securities including, options, warrants andshares of Series A Preferred StockYA = Exercise Price immediately prior to the announcement of the issuanceZB = $ amount of capital raised in new financingYB = New financing price per share (which shall be the price to thepublic in an underwritten offering)YAB = New Exercise PriceYAB = YA ( (X + ZB/YA ) / (X + ZB/YB) )          (c) If the Company issues Common Stock below the Market Price (in excess of a 6% discount fromMarket Price), the Exercise Price shall be adjusted as follows: by multiplying the existingExercise Price by 1.00 – (A * B).     Where A = the percentage difference between the share price before the announcement of thebelow Market Price offering and the pro forma share price after the offering (with the percentagedifference calculated off of the share price before announcement), where the pro forma share priceafter the offering shall be calculated by adding the amount of money raised in the financing(amount raised shall be gross proceeds, defined as total proceeds inclusive of gross spread andother underwriting fees and expenses) to the pre-financing equity market capitalization of theCompany and dividing such number by all of the primary shares outstanding after the offering.          (d) Where B = the difference between (a) the Total Discount minus (b) 6%, which differenceshall be divided by the Total Discount. The Total Discount shall equal one minus the quotient of(x) the price of new shares issued divided by (y) the share price before the announcement of thebelow market price offering. If the Company pays a dividend to holders of its Common Stock (otherthan in shares of Common Stock or rights to purchase Common Stock), the Exercise Price shall beadjusted by multiplying the Exercise Price in effect immediately prior to the close of business onthe record date for such dividend by a fraction of which (A) the numerator which shall be (1) theSale Price per share of Common Stock on the earlier of such record date or the Trading Dayimmediately preceding the ex-dividend date for such dividend less (2) the Fair Market Value of suchdividend per share, and (B) the denominator which shall be the Sale Price per share of Common Stockon the earlier of such record date or the Trading Day immediately preceding the ex-dividend datefor such distribution.          (e) The adjustment shall become effective immediately after the record date in the case of adividend or distribution and immediately after the effective date in the case of asubdivision, combination or reclassification. If after an adjustment, a Holder of a share ofthis Warrant upon conversion of such Warrant may receive shares of two or more classes of CapitalStock of the Company, the Exercise Price will thereafter be subject to adjustment upon theoccurrence of an action taken with respect to any such class of Capital Stock with respect to theCommon Stock on terms comparable to those applicable to Common Stock described herein.
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          (f) Only one adjustment shall be made with respect to any event causing an adjustment. If anadjustment is required by Section 2.1(b) and (c) hereof, only the adjustment resulting in thegreatest decrease in the Exercise Price shall be made.          (g) No adjustment in the Exercise Price need be made unless the adjustment would require anincrease or decrease of at least $0.01 in the Exercise Price. Any adjustments that are not madeshall be carried forward and taken into account in any subsequent adjustment. All calculationsrelating to anti-dilution adjustments shall be made to the nearest cent.          (h) No adjustment need be made for rights to purchase Common Stock except upon the exercisethereof. In addition, no adjustment need be made for a change in the par value or no par value ofthe Common Stock. No adjustment shall be made to the Exercise Price for the issuance of anyExcluded Stock.          (i) If the Company is a party to a transaction involving a sale of substantially all of theassets of the Company or a merger or binding share exchange which reclassifies or changes itsoutstanding Common Stock, the successor entity will be required to assume the obligations of theCompany with respect to this Warrant. In addition, if the Company in connection with any suchtransaction makes a distribution to all holders of its Common Stock of any of its assets, or debtsecurities or any rights, warrants or options to purchase securities of the Company, then, from andafter the record date for determining the holders of Common Stock entitled to receive thedistribution, a holder of a share of this Warrant that exercises this Warrant would, upon suchconversion, be entitled to receive, in addition to the shares of Common Stock into which suchWarrant is exercisable, the kind and amount of securities, cash or other assets comprising thedistribution that such holder would have received if such holder had exercised the Warrantimmediately prior to the record date for determining the holders of Common Stock entitled toreceive the distribution.          (j) Whenever the Exercise Price is adjusted in accordance with this Section 2, the Companyshall: (1) forthwith compute the Exercise Price in accordance with this Section 2 and prepare andtransmit to the Transfer Agent a certificate form an Officer setting forth the Exercise Price, themethod of calculation thereof in reasonable detail, and the facts requiring such adjustment andupon which such adjustment is based; and (2) as soon as practicable following the occurrence of anevent that requires an adjustment to the Exercise Price pursuant to Section 2 (or if the Company isnot aware of such occurrence, as soon as practicable after becoming so aware), provide a writtennotice to the holder of the Warrant of the occurrence of such event and a statement setting forthin reasonable detail the method by which the adjustment to the Exercise Price was determined andsetting forth the adjusted Exercise Price.          (k) After an adjustment to the Exercise Price, any subsequent event requiring an adjustmentwill cause a subsequent adjustment to the Exercise Price as so adjusted.          (l) In connection with the exercise of this Warrant, no fractions of shares of Common Stockshall be issued, but the Company shall, with respect to any fractional interest: (i) pay cash withrespect to the Market Price of such fractional share; or (ii) round up to the next whole share ofCommon Stock.
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3. Certificate as to Adjustments. In each case of any adjustment or readjustment in theWarrant Shares issuable on the exercise of the Warrants, the Company will cause an Officer or otherappropriate designee to compute such adjustment or readjustment in accordance with the terms of theWarrant and prepare a certificate setting forth such adjustment or readjustment and showing indetail the facts upon which such adjustment or readjustment is based, including the number ofWarrant Shares to be received upon exercise of this Warrant, in effect immediately prior to suchadjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Companywill mail a copy of each such certificate to the Holder of the Warrant and to the Transfer Agent.4. Reservation of Stock, etc. Issuable on Exercise of Warrant. The Company will at all timesreserve and keep available, solely for issuance and delivery on the exercise of the Warrants, asufficient number of shares of Common Stock from time to time issuable on the exercise of theWarrant.5. Definitions. As used herein, capitalized terms, in addition to the terms defined elsewhereherein and unless the context otherwise requires, have the following respective meanings:          (a) “Base Price” means the 20-Trading Day average closing price of the Company’scommon stock commencing 60 calendar days after July 31, 2007, which shall be used in theBlack-Scholes option pricing model when valuing and calculating the number of Warrants.          (b) “Business Day” shall mean any day other than a Saturday, Sunday or any day onwhich banking institutions are authorized to close in New York, New York.          (c) “Calculated Amount” means the amount determined using the Black-Scholes optionpricing model based on the terms hereafter to achieve a total value of $16.25 million on theCalculation Date (as defined below); provided, however, that (a) the number of Warrants issued ifthe Base Price (as defined below) is less than $4.25 shall be equal to the number of Warrantsissued if the Base Price was $4.25 and (b) the number of Warrants issued if the Base Price isgreater than $6.00 shall be equal to the number of Warrants issued if the Base Price was $6.00. A50.0% volatility rate shall be used in the Black-Scholes option pricing model when valuing andcalculating the number of Warrants. The Risk Free Rate will be measured at the 5 Year TreasuryYield on the last day of the 20 Trading Day period commencing 60 calendar days after the IssueDate.          (d) “Calculation Date” means the 20th Trading Day that shall occur following the 60thcalendar day after July 31, 2007.          (e) “Capital Stock” means any and all shares or other equivalents (however designated)of capital stock, including all common stock and all preferred stock, in the case of a corporation,partnership interests or other equivalents (however designated) in the case of a partnership,membership interests or other equivalents (however designated) in the case of a limited liabilitycompany, or common shares of beneficial interest or other equivalents (however designated) in thecase of a trust.
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          (f) “Commission” shall mean the United States Securities and Exchange Commission orany other federal agency at the time administering the Securities Act.          (g) “Common Stock” means (i) the Company’s common stock, $0.01 par value per share,and (ii) any other securities into which or for which any of the securities described in clause (i)may be converted or exchanged pursuant to a plan of recapitalization, reorganization, merger, saleof assets or otherwise.          (h) “Common Stock” means shares of the Common Stock, par value $0.01 per share of theCompany.          (i) “Exercise Price” means shall be as follows: (i) 50% of the number of warrants tobe issued will have a strike price equal to the Base Price multiplied by 1.25; and (ii) 50% of thenumber of warrants to be issued will have a strike price equal to the Base Price multiplied by1.50; provided, however that in each case the Base Price shall never be (x) lower than $4.25 or (y)higher than $6.00. Within 3 days of calculating the Exercise Price, the Company shall prepare andtransmit to the Transfer Agent and the Holder a certificate signed by an Officer setting forth theExercise Price and the method of calculation thereof in reasonable detail.          (j) “Excluded Stock” means (A) shares of Common Stock, and options therefor, issued orgranted from time to time to employees, directors and officers of and consultants to the Companypursuant to agreements, plans or arrangements approved by the Board of Directors; (B) shares of 8%Series A Convertible Pay-in-Kind Preferred Stock or Common Stock issued upon conversion of sharesof the 8% Series A Convertible Pay-in-Kind Preferred Stock; (C) shares of Common Stock issued bythe Company for which an adjustment has been made pursuant to Section 2; (D) shares of Common Stockissued upon exercise of warrants to purchase Common Stock pursuant to this Warrant; and (E) sharesissued for the acquisition of property or securities of another entity.          (k) “Fair Market Value” “Fair Market Value” means (i) with respect to cash, the actualcash amount and (ii) if the property is not cash, the determination of the “Fair Market Value”shall be made by the Company’s Board of Directors acting reasonably and in good faith and whichshall be evidenced by a resolution of such Board of Directors.          (l) “Market Price” means the average of the Sale Prices of the Common Stock for thefive Trading Day period ending on (if the third Business Day prior to the date of exercise of theWarrant is a Trading Day or, if not, then on the last Trading Day prior to) the third Business Dayprior to the date of exercise of the Warrant, appropriately adjusted to take into account theoccurrence, during the period commencing on the first of such Trading Days during such five TradingDay period and ending on such exercise date, of certain events that would result in anadjustment of the Exercise Price. If Sale Prices are not available, the determination of the“Market Price” shall be made by the Corporation’s Board of Directors acting reasonably and in goodfaith and will be evidenced by a resolution of such Board of Directors.
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          (m) “Officer” means the Chairman, any Vice Chairman, the Chief Executive Officer, thePresident, the Chief Operating Officer, any Vice President, the Chief Financial Officer, theTreasurer, or the Secretary of the Company.          (n) “Sale Price” means the closing per share sale price (or if no closing sale priceis reported, the average of the bid and ask prices or, if more than one in either case, the averageof the average bid and the average ask prices) on such date as reported in composite transactionsfor the principal United States securities exchange on which the Common Stock is traded or, if theCommon Stock is not listed on a United States national or regional securities exchange, as reportedby the National Association of Securities Dealers Automated Quotation System or by the NationalQuotation Bureau Incorporated.          (o) “Securities Act” means the U.S. Securities Act of 1933, as amended, or any similarfederal statute and the rules and regulations of the Commission promulgated thereunder, all as thesame shall be in effect from time to time.          (p) “Trading Day” means a day on which the Common Stock traded on the Company’sprincipal national securities exchange or quotation system or in the over-the-counter market wasnot suspended from trading on any national or regional securities exchange or association ofover-the-counter market at the close of business on such day.          (q) “Transfer Agent” means Compushare Investor Services LLC or such other person orentity designated by the Company as the transfer agent for the Common Stock.6. Assignment; Exchange of Warrant. Subject to compliance with all applicable securitieslaws, this Warrant, and all rights hereunder are assignable or transferable upon the surrender forexchange of this Warrant with endorsement of the holder of this Warrant proposing to effect theassignment and the Holder of this Warrant may assign such Warrant (a “Transferor”) in theform of Exhibit B attached hereto (the “Transferor Endorsement Form”) and, if theWarrant has not been registered under the Securities Act of 1933, as amended, and as reasonablyrequested by the Company together with an opinion of counsel reasonably satisfactory to the Companythat the transfer of this Warrant will be in compliance with all applicable securities laws, theCompany at its expense, but with payment by the Transferor of any applicable transfer taxes, willissue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of liketenor, in the name of the Transferor and/or the transferee(s) specified in such TransferorEndorsement Form (each, a “Transferee”), calling in the aggregate on the face or facesthereof for the number of shares of Common Stock called for on the face or faces of the Warrant sosurrendered by the Transferor.7. Replacement of Warrant. If this Warrant shall be mutilated, lost, stolen or destroyed, theCompany shall issue, in exchange and in substitution for and upon cancellation of the mutilatedWarrant, or in lieu of and substitution for the Warrant lost, stolen or destroyed, a new Warrant of like tenor, but only uponreceipt of evidence of such loss, theft or destruction of such Warrant and indemnity, if requested,satisfactory to the Company and the Transfer Agent.8. No Shareholder Rights. This Warrant shall not entitle the Holder hereof to any votingrights or other rights as a stockholder of the Company.
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9. Transfer on the Company’s Books. Until this Warrant is transferred on the books of theCompany, the Company may treat the Holder hereof as the absolute owner hereof for all purposes,notwithstanding any notice to the contrary.10. Representations and Covenants of Holder. The Holder represents and warrants that it isacquiring the Warrant and the Warrant Shares solely for its account for its own account and notwith a view to or for sale or distribution of said Warrant or Warrant Shares or any part thereof.The Holder also represents that the entire legal and beneficial interests of the Warrant andWarrant Shares the Holder is acquiring are being acquired for, and will be held for, the Holder’saccount only.11. Notices. All notices, demands, requests, consents, approvals, and other communicationsrequired or permitted hereunder shall be in writing and, unless otherwise specified herein, shallbe (i) personally served, (ii) deposited in the mail, registered or certified, return receiptrequested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid,or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or tosuch other address as such party shall have specified most recently by written notice. Any noticeor other communication required or permitted to be given hereunder shall be deemed effective (a)upon hand delivery or delivery by facsimile, with accurate confirmation generated by thetransmitting facsimile machine, at the address or number designated below (if delivered on aBusiness Day during normal business hours where such notice is to be received), or the firstBusiness Day following such delivery (if delivered other than on a Business Day during normalbusiness hours where such notice is to be received) or (b) on the second Business Day following thedate of mailing by express courier service, fully prepaid, addressed to such address, or uponactual receipt of such mailing, whichever shall first occur. The addresses for such communicationsshall be: (i) if to the Company to: TOUSA, Inc., 4000 Hollywood Blvd., Suite 500-N, Hollywood,Florida 33021, Attention: General Counsel, Telecopier No.: 954-364-4037.12. Descriptive Headings. The description headings of the several sections and paragraphs ofthis Warrant are inserted for convenience only, do not constitute a part of this Warrant, and shallnot limit or otherwise affect any of the terms hereof.13. Governing Law; Dispute Resolution. This Warrant shall be construed and enforced inaccordance with, and the rights of the parties shall be governed by, the laws of the State of NewYork, without regard to its conflicts of law principles. The Company and the Holder hereby agreethat any dispute arising out of or relating to this Warrant, or any action for recognition orenforcement of any judgment, shall be adjudicated by any New York State court or federal court ofthe United States sitting in New York City, and any appellate court from any thereof.14. Miscellaneous. This Warrant and any term hereof may be changed, waived, discharged orterminated only by an instrument in writing by the Company and the Holder. The invalidity orunenforceability of any provision hereof shall in no way affect the validity or enforceability ofany other provision.15. Conversion Limitation. A holder of this Warrant shall not have the right to exercise thisWarrant, to the extent (but only to the extent) that after giving effect to such conversion, suchholder would become the beneficial owner on its own or with members of a “group” ((as such
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term isused in Sections 13(d) and 14(d) of the Securities and Exchange Act of 1934 (the “Exchange Act”),as amended, or any successor provisions to either of the preceding), including any group actingfor the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule13d-5(b)(1) under the Exchange Act)) of that number of shares of Common Stock that would exceed orequal the greater of (i) 39.99% of the shares of Common Stock then outstanding immediately aftergiving effect to such conversion or (ii) the lowest number of shares of Common Stock that wouldconstitute a Change of Control (as such term is defined in any agreement to which the Company isthen a party including any of its credit facilities or indentures) of the number of shares ofCommon Stock outstanding immediately after giving effect to such conversion. Except as set forth inthe preceding sentence, for purposes of this Section 15, beneficial ownership shall be calculatedin accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. For anyreason at any time, upon the written or oral request of the holder, the Company shall within oneTrading Day confirm orally and in writing to the holder the number of shares of Common Stock thenoutstanding. In any case, the number of outstanding shares of Common Stock shall be determinedafter giving effect to the conversion or exercise of securities of the Company by the holder or itsAffiliates.16. Amendment. The Company and the Holder agree that this Warrant may be amended by them uponmutual agreement, including, without limitation, to facilitate transfers of interests in thisWarrant and the appointment of a warrant agent.* * * * * * *
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     IN WITNESS WHEREOF, the Company has executed this Warrant as of the date first written above.      TOUSA, INC.