IRREVOCABLE PROXY
As of this 23rd 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:
73,900 CIBC Xxxxxxxxxxx Corp.
by /s/ Xxxxxxxx Xxxxxxx
----------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Managing Director
129,200 Oppenheimer Arbitrage Partners, LP
by /s/ Xxxxxxxx Xxxxxxx
----------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Attorney-in-fact
96,600 CIBC Oppenheimer Arbitrage
International Limited
by /s/ Xxxxxxxx Xxxxxxx
----------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Attorney-in-fact
