WARNING: IT IS RECOMMENDED THAT THE WITHIN SHOULD NOT BE COMPLETED WITHOUT PRIOR LEGAL ADVICE LAW SOCIETY OF IRELAND GENERAL CONDITIONS OF SALE

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1 WARNING: IT IS RECOMMENDED THAT THE WITHIN SHOULD NOT BE COMPLETED WITHOUT PRIOR LEGAL ADVICE LAW SOCIETY OF IRELAND GENERAL CONDITIONS OF SALE 2009 EDITION PARTICULARS and CONDITIONS OF SALE of The Central Bar, Woodquay, Galway SALE BY PRIVATE TREATY *SALE BY AUCTION to be held at Harbour Hotel, Galway on the 12 th day of June 2015 Auctioneer: Address: Vendor: Vendor s Solicitor: Address: O Donnellan & Joyce Mary Street, Galway Donal Downes as LPR in the Estate of Miriam Geoghegan McMahon & Company 1 st Floor, 27 Woodquay, Galway Reference: AmcM/ Law Society General Conditions of Sale 2009 Edition Law Society of Ireland

2 FAMILY HOME PROTECTION ACT SPOUSAL CONSENT I, being the spouse of the under-named Vendor hereby, for the purposes of Section 3, Family Home Protection Act 1976, consent to the proposed sale of the property described in the within Particulars at the price mentioned below. SIGNED by the said spouse in the presence of:- MEMORANDUM OF AGREEMENT made the day of 2014 BETWEEN Donal Downes as Legal Personal Representative in the Estate of Miriam Geoghegan C/o McMahon & Company, 1 st Floor, 27 Woodquay, Galway. PPS Number: ( VENDOR ) AND of PPS Numbers: ( PURCHASER ) whereby it is agreed that the Vendor shall sell and the Purchaser shall purchase in accordance with the annexed Special and General Conditions of Sale the property described in the within Particulars at the purchase price mentioned below. Purchase Price: Closing Date: 4 weeks from date of contract Less Deposit Interest Rate: 8% per annum Balance SIGNED SIGNED (Vendor) (Purchaser) Witness: Occupation Address Witness Occupation Address PARTICULARS AND TENURE

3 ALL THAT AND THOSE the licensed house and premises as now in the possession pf the Vendor situate at Woodquay in the Parish of St. Nicholas Barony Town and County of Galway which said premises are more particularly delineated on the Map or Plan endorsed on the said Indenture of Conveyance dated the 31 st day of December 1936 and thereon surrounded by a red line TO HOLD same unto the use of the Purchaser his heirs executors, administrators and assigns in Fee Simple together with the Licence for the sale of Intoxicating Liquor attached hereto DOCUMENTS SCHEDULE 1. Copy Indenture of Conveyance dated the 31 st day of December 1936 and made between Richard B. Kineen & Francis G. Kineen of the One Part and John Murphy of the Second Part, 2. Copy Indenture of Conveyance dated 21 st day of April 1960 and made between John Murphy of the One Part and Joseph Geoghegan of the Second Part, 3. Report on Title of MacDermott & Allen Solicitors 28 th June Copy Grant of Probate of Joseph Geoghegan, 5. Copy Assent of Miriam Geoghegan, 6. Copy Grant of Probate of Miriam Geoghegan 7. Certificate of Compliance with Planning Permission SEARCHES SCHEDULE On closing

4 SPECIAL CONDITIONS 1. Save where the context otherwise requires or implies or the text hereof expresses to the contrary, the definitions and provisions as to interpretation set forth in the within General Conditions shall be applied for the purposes of these Special Conditions. 2. The said General Conditions shall:- (a) (b) apply to the sale in so far as the same are not hereby altered or varied, and these Special Conditions shall prevail in case of any conflict between them and the General Conditions; be read and construed without regard to any amendment therein, unless such amendment shall be referred to specifically in these Special Conditions. 3. Definitions 3.1 In this Special Condition: Adjustment Period, in respect of Capital Goods, is the period attributed under Section 63(1) of the VAT Act but, where appropriate, is the period attributed to that term under Section 95(12)(c) of the VAT Act; Accountable Person, Assignment, Immovable Goods, Surrender and Taxable Person have the meanings attributed to those terms by Section 2(1) of the VAT Act; Capital Goods has the meaning attributed to that term under Section 2 and Section 63(2) of the VAT Act; Capital Goods Adjustment, a liability to repay an amount of VAT to Revenue which arises on a supply of a capital good under Section 64 of the VAT Act; Capital Goods Record has the meaning attributed to that term under Section 64(12) of the VAT Act; Freehold Equivalent Interest has the meaning attributed to that term under Section 2 and Section 19(2) of the VAT Act; Interest has the meaning attributed to that term in Section 93(1)(a) of the VAT Act; Interval and Refurbishment have the meanings attributed to those terms under Sec- tion 63(1) of the VAT Act; Tenant s Refurbishment, means capital goods as described in Section 64(7) of the VAT Act; VAT means Value Added Tax; and VAT Act means Value-Added Tax Consolidation Act 2010 and related VAT regulations.

5 3.2.1 The Sale of the premises is not subject to V.A.T In relation to the Publican s licence which is valued at 55, exclusive of V.A.T., the sale is by way of transfer of a business. The purchaser warrants to the vendor that the purchaser is an Accountable Person for the purposes of Section 20(2)(c) of the VAT Act and the purchaser has taken or will take all steps necessary to be taken on the purchaser s part so that the sale will qualify for relief from VAT under section 20(2)(c) of the VAT Act, and that the Sale shall not be a supply of goods for the purposes of the VAT Act. The Purchaser shall indemnity and keep the Vendor indemnified against any loss, cost of liability which arises as a result of such warranty being or becoming untrue or incorrect in any respect due to the act, neglect or default of the Purchaser. Where the Purchaser is not an Accountable Person for the purposes of Section 20(2)(c) of the VAT Act, in addition to the Purchase Price 55,000, the Purchaser shall pay to the Vendor the amount of any VAT as shall be exigible in relation to the Sale, same to be calculated in accordance with the provisions of the VAT Act and the Purchaser shall pay this amount to the Vendor on the later of the completion of the Sale or when an invoice is required to be issued by the Vendor in accordance with the provisions of the VAT Act on delivery of such invoice to the Purchaser. 4. Title shall commence with Deed of Conveyance dated the 31 st December 1936 and made between Richard B. Kineen & Francis G. Kineen of the One Part and John Murphy of the Second Part and shall be deduced therefrom. 5. The Vendor is selling in his capacity as Executor in the Estate of the Late Miriam Geoghegan and the Purchaser is referred to the Grant of Probate and no further objection or requisition shall be raised by the Purchaser in this regard. 8. The Purchaser shall conclusively assume that by virtue of inter alia the documents specified in the Documents Schedule hereto that the Vendors are seised and possessed of the property, the subject matter of this agreement for an estate in fee simple in possession free from encumbrances other than as set out at Condition The property in sale is subject to a loan in favour of Allied Irish Bank Plc., and the Purchaser shall accept on closing the undertaking of the Vendor s solicitor that there are sufficient proceeds of sale to redeem the Mortgage, and that the mortgage will be redeemed from the proceeds of sale and thereafter to furnish a Deed of Discharge together with appropriate Land Registry Fees. The Purchaser shall not seek and will not be provided with a letter of consent to the sale of the property by Allied Irish Bank Plc., nor shall the Purchaser seek a letter from Allied Irish Bank Plc., confirming the amount of the outstanding mortgage. No further objection or requisition or enquiry shall be raised by the Purchaser nor entertained by the Vendors. 10. The Purchaser shall, on signing this contract, be deemed to have satisfied itself as to the state and condition of the lands the subject of this contract and will not raise any objection, requisition or enquiry in relation thereto nor shall the purchaser bring any claim, demand or other action against the Vendor in respect of the state or condition of the property the subject of this contract after the completion of this sale.

6 11. The property in sale was constructed prior to the enactment of the Local Government Planning and Development Act, 1963, hereinafter referred to as the Planning Acts and the Vendor shall furnish on closing a declaration stating that no further developments, modifications, alterations, or extensions were carried out to the property sale the date of the Certificate, which would have necessitated the obtaining of Planning Permission within the meaning of the Planning Acts. No further objection or requisition shall be raised in relation to Planning and General Condition 36 is hereby deleted. 12. General Condition 14 shall not apply to this sale. The Purchaser shall accept such evidence of identity as may be gathered from the description of the copy documents specified in the Documents Schedule. The Purchaser shall be deemed to be aware of the defined boundaries, fences, ditches, hedges or walls of the subject property and the Vendor shall not be required to define same or to specify what boundaries (if any) are of a party nature or separately identify parts of the subject property held under different titles (if applicable). 13. The Vendor shall on closing furnish evidence of discharge of Household Charge, and LPT and the Purchaser shall raise no further objection or requisition in this regard 14. The Vendor shall discharge all Local Property Tax relating to the property in sale in advance of the completion of sale and furnish the Purchaser with confirmation of payment on completion of the Sale. The amount paid by the Vendor in respect of Local Property Tax relating to the property in sale shall be apportioned as between the Vendor and the Purchaser in accordance with the provisions of General Condition 27. General Condition 8(c) and General Condition 27 are amended accordingly. 15. The Purchaser shall satisfy itself as to the non-title information attaching to the subject property and shall raise no objection requisition or enquiry in relation to the information furnished. 16. The property the subject matter of this sale will on completion of the transaction become subject to compulsory first registration with the Property Registration Authority. The Vendor shall furnish a map suitable to enable such registration and will on closing provide an undertaking to assist with Property Registration Authority queries to facilitate the registration of the Purchaser as registered owner. 17. The premises has the benefit of a 7 day publican on licence, which is at presently be renewed by the Vendor and the original licence shall be produced on or before closing, endorsed by the Vendor in favour of the Purchaser and / or his nominee. 18. No Fire Safety Certificate has ever issued in respect of the premises, which was licensed prior to the coming into effect of the relevant Acts. The premises has been inspected by the Fire Officer and to the knowledge of the Vendor and the beneficiaries under the Will of the Late Miriam Geoghegan there are no outstanding matters, however it is a matter for the Purchaser to satisfy themselves in this regard and no certification shall be furnished by the Vendor and no further no objection requisition or enquiry shall be raised.

7 NON-TITLE INFORMATION Query Reply (Please tick and/or insert comments as appropriate) 1. SERVICES (i) How is the subject property serviced as to:- YES NO COMMENTS (a) Drainage; Mains (b) Water Supply; (c) Electricity; (d) Gas; and (e) Otherwise. (ii) Have the services (including roads, lanes, footpaths, sewers and drains) abutting or servicing the subject property been taken over by the Local Authority? Main road & services in charge only Will a letter from the Local Authority or a Solicitors Certificate to vouch the position be furnished on or before closing? If services are not in charge, are there appropriate easements and indemnities in existence? The property abuts Woodquay and same is long since in charge N/a (iii) Is the subject property serviced by:- (a) septic tank; or (b) private drainage scheme? N/a N/a (iv) Is the subject property serviced for Television and if so is it by:- (a) Cable T.V.; (b) Satellite Dish; (c) MMDF; (d) TV Aerial owned by Vendor or (f) TV Aerial owned by another. If (b) or (d) applies, will it be included in the Purchase Price?

8 (v) (vi) Is there a telephone line to be supplied with the subject property? Is there an ISDN line to be supplied with the subject property? 2. CONTENTS (i) (ii) Are there any contents included in the Purchase Price? If so, give Vendor s estimate of value. Are there any fixtures, fittings or chattels included in this sale which are the subject of any Lease, Rent, Hire Purchase Agreement or Chattel Mortgage? If so, furnish now the Agreement and on closing proof of payment to date or discharge thereof. - N/a 3. OUTGOINGS (i) What is the Rateable Valuation of:- (a) Lands Not separately rated-domestic remission (b) Buildings. (ii) Give particulars of any other periodic or annual charge which affects the subject property or any part of it. Matter for Purchaser but presumably refuse, LPT and water charges