0001144204-05-030867 Sample Contracts

STOCK PURCHASE, ASSIGNMENT AND ASSUMPTION AGREEMENT
Stock Purchase Agreement • October 5th, 2005 • United Financial Mortgage Corp • Mortgage bankers & loan correspondents • New York

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").

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CONSENT TO ASSIGNMENT
Consent to Assignment • October 5th, 2005 • United Financial Mortgage Corp • Mortgage bankers & loan correspondents • New York

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.

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