Exhibit 2.2
CONSENT TO
ASSIGNMENT
Reference is made to that certain Agreement and
Plan of Merger, dated as of September 5, 2005 (the “Merger
Agreement”), by and among Airlie Opportunity Master Fund,
Ltd., a Cayman Islands limited partnership (the
“Assignor”), ARH Mortgage Inc., a Delaware corporation
(“ARH”), and United Financial Mortgage Corp., an
Illinois corporation (“UFMC”), concerning the
acquisition of UFMC by ARH through the merger of a wholly-owned
subsidiary of ARH with and into UFMC, with UFMC being the surviving
corporation.
On the date hereof, the Assignor entered into
that certain Stock Purchase, Assignment and Assumption Agreement
with WDM Fund, L.P., a Delaware limited partnership (“WDM
Fund”) (an executed copy of which is attached as Exhibit A
hereto, the “Assignment”), pursuant to which, subject
to the execution and delivery of this Consent to Assignment, the
Assignor agreed to assign to WDM Fund all of its rights, benefits,
privileges and interests in and to the Merger Agreement, and WDM
Fund agreed to such assignment and agreed to assume all of the
Assignor’s burdens, obligations and liabilities under the
Merger Agreement.
In accordance with Section 9.11 of the Merger
Agreement, and subject to, and conditioned upon, the continuing
accuracy and enforceability by UFMC of the agreements and
acknowledgements set forth in the following paragraph and the
delivery of a Consent to Assignment by ARH, UFMC hereby: (i)
consents to the Assignment, to be effective as of such time as set
forth in the Assignment; and (ii) acknowledges that the Assignor
has complied fully with all of the requirements set forth in
Section 9.11 of the Merger Agreement.
In order to induce UFMC to execute and deliver
this Consent to Assignment, each
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