THEREOF, IF AND ONLY IF THE AHB SHAREHOLDERS DO NOT APPROVE THE
MERGER AGREEMENT AT SUCH MEETING, OR (3) THE TERMINATION OF THE MERGER AGREEMENT
IN ACCORDANCE WITH ITS TERMS, FRANKLIN SHALL NOT, WITHOUT THE WRITTEN CONSENT OF
PARENT, EXERCISE, SELL OR ASSIGN ANY WARRANTS, OPTIONS OR SECURITIES CONVERTIBLE
INTO SHARES OF AHB COMMON STOCK OWNED BY FRANKLIN.
5.
FRANKLIN
HEREBY
REPRESENTS
AND
WARRANTS THAT
FRANKLIN OR
A SUBSIDIARY
OF FRANKLIN OWNS OF RECORD AND
BENEFICIALLY (AS DEFINED IN RULE 13D-3 UNDER THE EXCHANGE ACT), GOOD AND VALID
TITLE TO ALL OF THE SHARES OF THE CAPITAL STOCK OF AHB AND WARRANTS TO ACQUIRE
SHARES OF CAPITAL STOCK OF AHB, SHOWN ON EXHIBIT A ATTACHED HERETO, FREE AND
CLEAR OF ANY AND ALL MORTGAGES, LIENS, ENCUMBRANCES, CHARGES, CLAIMS,
RESTRICTIONS, PLEDGES, SECURITY INTERESTS, VOTING TRUSTS OR AGREEMENTS, OR
IMPOSITIONS, EXCEPT AS OTHERWISE DISCLOSED ON EXHIBIT A, AND SUCH SHARES
REPRESENT ALL OF THE SHARES, OR RIGHTS TO ACQUIRE SHARES, OF CAPITAL STOCK OF
AHB OWNED BY FRANKLIN.
FOR PURPOSES HEREOF, THE SHARES OF CAPITAL STOCK OF AHB
AND THE WARRANTS TO ACQUIRE SHARES OF CAPITAL STOCK OF AHB SET FORTH ON
EXHIBIT A ATTACHED HERETO, AND ANY SUCH SHARES AND OPTIONS HEREAFTER ACQUIRED BY
AHB, SHALL BE REFERRED TO HEREIN AS THE "STOCK".
6.
FRANKLIN WILL VOTE, OR CAUSE TO BE
VOTED, ALL OF THE STOCK IN PERSON OR BY PROXY, (A) FOR APPROVAL OF THE MERGER
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY AT ANY MEETING OF THE AHB
SHAREHOLDERS DULY HELD FOR SUCH PURPOSE, AND (B) AGAINST ANY ACTION OR PROPOSAL
THAT IS INTENDED, OR COULD REASONABLY BE EXPECTED, TO IMPEDE, INTERFERE WITH,
DELAY, OR ADVERSELY AFFECT THE TRANSACTIONS CONTEMPLATED BY THE MERGER
AGREEMENT.
7.
FRANKLIN WILL NOT, NOR WILL FRANKLIN
PERMIT ANY PERSON UNDER FRANKLIN'S "CONTROL" (AS DEFINED FOR PURPOSES OF
RULE 144 UNDER THE SECURITIES ACT) TO, DEPOSIT ANY OF THE STOCK IN A VOTING
TRUST OR SUBJECT THE STOCK TO ANY ARRANGEMENT WITH RESPECT TO THE VOTING OF THE
STOCK IN ANY MANNER INCONSISTENT WITH THIS SUPPORT AGREEMENT.
1-2
8.
UNTIL THE FIRST ANNIVERSARY DATE OF THE
EFFECTIVE DATE OF THE MERGER AGREEMENT, DURING EACH OF THE FOUR SUCCESSIVE THREE
MONTH PERIODS COMMENCING ON THE EFFECTIVE DATE OF THE MERGER, FRANKLIN SHALL
NOT, WITHOUT PRIOR WRITTEN NOTICE TO PARENT (I) DIRECTLY OR INDIRECTLY SELL,
ENCUMBER OR OTHERWISE TRANSFER MORE THAN 30,000 OF THE SHARES OF PARENT COMMON
STOCK RECEIVED BY FRANKLIN IN EXCHANGE FOR THE AHB SHARES OWNED BY FRANKLIN (THE
"EXCHANGED STOCK") OR CAUSE OR PERMIT SUCH NUMBER OF SHARES OF THE EXCHANGED
STOCK TO BE SOLD OR OTHERWISE TRANSFERRED; OR (II) ENTER INTO ANY AGREEMENT TO
SELL, EXCHANGE OR TRANSFER MORE THAN SUCH NUMBER OF SHARES OF THE EXCHANGED
STOCK.
9.
IRREPARABLE DAMAGE WOULD OCCUR IN THE
EVENT ANY OF THE PROVISIONS OF THIS SUPPORT AGREEMENT WERE NOT PERFORMED IN
ACCORDANCE WITH THE TERMS HEREOF AND, THEREFORE, PARENT SHALL BE ENTITLED TO
SPECIFIC PERFORMANCE OF THE TERMS HEREOF, IN ADDITION TO ANY OTHER REMEDY