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ACCESS AND INDEMNIFICATION AGREEMENT This ACCESS AND INDEMNIFICATION AGREEMENT (the"Agreement") is entered into as of the9day of December 2012,by and between SUTTER HOME WINERY, INC., a California corporation("Prospective Purchaser"),and ALFRED PATANE and CLARA PATANE("Landlord")and HENRY P.VAN EXEL("Tenant,"and together with Landlord,collectively"Owner"). WHEREAS, Owner has rights in and to certain property in San Joaquin County, California described as APNs 011-090-04 and 011-090-05 (collectively,the"Property"); and WHEREAS,Prospective Purchaser desires to perform various tests and inspections of the Property; and WHEREAS, Owner has agreed to allow such tests and inspections of the Property under the terms of this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Owner and Prospective Purchaser agree as follows: 1. Owner hereby grants to Prospective Purchaser a license for the term provided herein for Prospective Purchaser and its agents and contractors to enter the Property and perform all inspections and tests of the Property(including, without limitation, drilling boreholes and collection and analyses of groundwater samples) as may be determined by Prospective Purchaser. 2. Prospective Purchaser hereby agrees that neither it, nor its contractors or agents, will enter onto the Property without at least one (1) business day's prior written notice to Tenant. 3. Prospective Purchaser hereby agrees to observe all appropriate safety precautions and applicable law in conducting any inspections and tests of the Property. 4. Such tests and inspections shall not unreasonably disrupt or disturb the on-going operation of the Property. Prospective Purchaser shall coordinate all site visits to the Property through Tenant, and Owner may cause its agents, consultants or representatives to accompany Prospective Purchaser's employees, agents, contractors and consultants on any site visits to the Property. 5. Prospective Purchaser hereby agrees that throughout the term of this Agreement, Prospective Purchaser shall maintain general liability insurance(with minimum coverage of $1,000,000 per occurrence,$2,000,000 aggregate) listing Owner as an additional insured on such policies. The aggregate coverage may be satisfied with any combination of primary and so- called"excess"or"umbrella"coverage. 6. Prospective Purchaser hereby agrees to indemnify, defend, and hold each Owner (the"Indemnified Parties")harmless from and against any losses,damages,expenses, 305762882.3