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CONSENT TO ASSIGNMENT

Agreement and Plan of Merger

CONSENT TO ASSIGNMENT | Document Parties: ARH Mortgage Inc., | WDM Fund, L.P., You are currently viewing:
This Agreement and Plan of Merger involves

ARH Mortgage Inc., | WDM Fund, L.P.,

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Title: CONSENT TO ASSIGNMENT
Date: 10/5/2005
Industry: Consumer Financial Services     Law Firm: Thacher Proffitt & Wood llp     Sector: Financial

CONSENT TO ASSIGNMENT, Parties: arh mortgage inc.  , wdm fund  l.p.
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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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