Exhibit 2.1
STOCK PURCHASE, ASSIGNMENT
AND ASSUMPTION AGREEMENT
This Stock Purchase, Assignment and Assumption
Agreement (this "Agreement") is made and entered into as of
September 30, 2005, by and between Airlie Opportunity Master Fund,
Ltd., a Cayman Islands limited partnership (the "Assignor"), and
WDM Fund, L.P., a Delaware limited partnership (the
"Assignee").
WHEREAS, the Assignor owns, beneficially and of
record, 1,000 shares of the common stock, par value of $0.01 per
share (the "Shares"), of ARH Mortgage Inc., a Delaware corporation
("ARH"), representing 100% of the issued and outstanding capital
stock of ARH;
WHEREAS, the Assignee desires to acquire from
the Assignor and the Assignor wishes to sell to the Assignee, the
Shares on the terms and conditions set forth below;
WHEREAS, the Assignor is party to that certain
Agreement and Plan of Merger, dated as of September 5, 2005 (the
"Merger Agreement"), among the Assignor, ARH and United Financial
Mortgage Corp., an Illinois corporation ("UFMC"), pursuant to which
ARH shall acquire control of UFMC through the merger of a
wholly-owned subsidiary of ARH with and into UFMC, with UFMC being
the surviving corporation; and
WHEREAS, the Assignor has agreed to assign all
of its rights and interests under the Merger Agreement to the
Assignee, and the Assignee has agreed to such assignment and has
agreed to assume all such burdens, obligations and liabilities of
the Assignor under the Merger Agreement, as set forth
herein.
NOW, THEREFORE, in consideration of the premises
and the mutual covenants contained herein, and for other good and
valuable consideration, the receipt, adequacy and legal sufficiency
of which are hereby acknowledged, the parties do hereby agree as
follows:
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Sale of
Stock . The Assignor
shall sell, assign, transfer and convey the Shares to the Assignee
by executing a Stock Power in favor of the Assignee and the
Assignee shall purchase the Shares from the Assignor, effective as
of the close of business on the date set forth on such Stock Power
(the "Effective Time").
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Purchase
Price . The purchase
price for the Shares shall be ONE THOUSAND ($1,000) DOLLARS, which
the Assignee shall pay to the Assignor by wire transfer of
immediately available funds to an account designated by the
Assignor prior to the close of business on the business day
immediately following the date set forth on the Stock Power
referred to in paragraph 1 above.
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3.
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Assignment
and Assumption . Subject
to the execution and delivery of the Consent to Assignment by UFMC
and ARH, effective as of the Effective Time: (i) the Assignor
hereby assigns, sells, transfers and sets over to the Assignee all
of the Assignor's rights, benefits, privileges and interests in and
to the Merger Agreement (collectively, the "Assignment"); and (ii)
the Assignee hereby accepts the Assignment and assumes and agrees
to observe and perform all of the duties, obligations, terms,
provisions and covenants, and to pay and discharge all of the
liabilities of the Assignor to be observed, performed, paid or
discharged in connection with the Merger Agreement as if the
Assignee had originally executed the Merger Agreement as the
"Purchaser Parent" thereunder, as such term is defined therein. The
Assignee assumes no liabilities other than those arising in
connection with Merger Agreement, and the parties hereto agree that
any such liabilities shall remain the sole responsibility of the
Assignor.
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Further
Actions . Each of the
parties hereto covenants and agrees, at its own expense, to execute
and deliver, at the request of the other party hereto, such further
instruments of transfer and assignment and to take such other
action as such other party m
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