IRREVOCABLE PROXY
As of this 20th day of January 1998, the undersigned have sold to
Prometheus Assisted Living LLC ("Prometheus") that number of shares of
common stock of ARV Assisted Living, Inc., a California corporation, set
forth below (the "Common Stock"). In respect of such shares of Common
Stock, the undersigned hereby grant to Xxxxxx X. Xxxxxxx and Xxxxx X.
Xxxxx, both of whom are currently employees of an affiliate of Prometheus
(the "Proxies"), an irrevocable proxy pursuant to the provisions of Section
705(e) of the California General Corporation Law to vote, or to execute and
deliver written consents or otherwise take action with respect to, the
Common Stock as fully, to the same extent and with the same effect as, the
undersigned might or could do under any applicable laws or regulations
governing the rights and powers of shareholders of a California corporation
and such right to vote, or to execute and deliver written consents or
otherwise take action with respect to such Common Stock shall include any
such actions taken in respect of any events or record dates arising at any
time prior to the date hereof. The undersigned hereby affirm that this
proxy is irrevocable and is coupled with an interest. This proxy shall
remain in effect as long as the Common Stock is held by Xxxxxxxxxx or any
of its nominees. In exercising their powers hereunder, the Proxies shall
have full and unreviewable discretion.
Number of
shares sold:
40,700 Taurus Partners Limited Partner LP
by /s/ Xxxxxxx Xxxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxxx
Title: General Partner
12,100 Blackstone Partners Investment Fund
LP
by /s/ Xxxxxxx Xxxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxxx
Title: General Partner
102,800 Taurus Capital International LTD
by /s/ Xxxxxxx Xxxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxxx
Title: General Partner
13,300 Mesirow Event Strategic Fund LP
by /s/ Xxxxxxx Xxxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxxx
Title: General Partner
17,100 Xxxxxx Xxxx LLC
by /s/ Xxxxxxx Xxxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Executive Vice President
