SHARE PURCHASE AGREEMENT (this "Agreement") made and entered into this 23rd day of January 1998, by and among PROMETHEUS ASSISTED LIVING LLC, a Delaware limited liability company (the "Purchaser"), and the other entities set forth on the signature...Share Purchase Agreement • January 26th, 1998 • Prometheus Assisted Living LLC • Services-nursing & personal care facilities • New York
IRREVOCABLE PROXYIrrevocable Proxy • January 26th, 1998 • Prometheus Assisted Living LLC • Services-nursing & personal care facilities
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 Robert P. Freeman and Murry N. Gunty, 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
