Exhibit
10.19.2
ASSIGNMENT AND ASSUMPTION
AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION
AGREEMENT (the “
Assignment ”) is made this 1 st day of January, 2006 (the “
Effective Date ”), by and between MUNICIPAL MORTGAGE
& EQUITY, LLC, a Delaware limited liability company (“
Assignor ”) and MMA FINANCIAL, INC., a Maryland
corporation (“ Assignee ”) and acknowledged and
consented to by Earl W. Cole, III (the “ Employee
”).
WHEREAS , Assignor and Employee are parties to that
certain Employment Agreement dated as of July 1, 2003 attached
hereto as Exhibit A (the “ Employment Agreement
”); and
WHEREAS , Assignor desires to assign to Assignee, and
Assignee desires to assume the rights and obligations under the
Employment Agreement; and
WHEREAS , Assignor desires to document Employee’s
acknowledgment and agreement to this Assignment in accordance with
Section 10(b) of the Employment Agreement;
NOW, THEREFORE
, in consideration of the mutual
covenants contained herein, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. Assignment and Assumption
. As of the Effective Date and in accordance with this Assignment,
Assignor hereby conveys and assigns and Assignee hereby assumes all
of the obligations of the “Employer” under the
Employment Agreement, and the Assi
