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EXHIBIT 99.5
IRREVOCABLE PROXY
As of this 16th day of January 1998, the undersigned has 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
grants 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 affirms
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 owned:
593,029 DAVIDSON FAMILY PARTNERSHIP
by /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: General Partner
333,102 XXXX X. XXXXXXXX FUNDED
REVOCABLE TRUST
by /s/ Xxxx X. Xxxxxxxx
-----------------------
Name: Xxxx X. Xxxxxxxx
Title: Trustee
