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Prestigious California Shenandoah Valley Amador County Winery/Vineyards for Sale Charles Spinetta Winery with Vineyards and Equipment for Sale SALE PRICE: $6,500,000 12557 STEINER ROAD, PLYMOUTH, CA 95669 Keegan & Coppin REAL ESTATE KEEGAN & COPPIN COMPANY, INC. ONCOR INTERNATIONAL Commercial Real Estate Services Ken O Farrell, Broker Associate 1355 North Dutton Avenue, Santa Rosa, CA 95401 (707) 528-1400 Cell (707) 328-1328 Lic #: 01801309 KOFarrell@keegancoppin.com The above information, while not guaranteed, has been secured from sources we believe to be reliable. Submitted subject to error, change or withdrawal. An interested party should verify the status of the property and the information herein. Maps provided by Google Inc. & Microsoft Corp., respectively.

Winery building: 5,000± sq. ft. and additional 4,600± sq. ft. crush pad Tasting room building: 5,800± sq. ft. consisting of two tasting rooms with Italian tile floors. Natural redwood throughout. Wildlife art gallery located in mezzanine. Frame shop, offices, conference room, and warehouse space. Commercial kitchen with grease trap and food facility permit available to use for winery events. Outdoor event area includes bandstand, tasting bar, and plenty of picnic tables nestled among a tall canopy of trees. Possible home site at the peak of the parcel with panoramic views. Winery intellectual property, certain personal property, and existing inventory in tanks, barrels, and bottles is also for sale subject to separate negotiations. Keegan & Coppin REAL ESTATE KEEGAN & COPPIN COMPANY, INC. ONCOR INTERNATIONAL Commercial Real Estate Services Ken O Farrell, Broker Associate 1355 North Dutton Avenue, Santa Rosa, CA 95401 (707) 528-1400 Cell (707) 328-1328 Lic #: 01801309 KOFarrell@keegancoppin.com The above information, while not guaranteed, has been secured from sources we believe to be reliable. Submitted subject to error, change or withdrawal. An interested party should verify the status of the property and the information herein. Maps provided by Google Inc. & Microsoft Corp., respectively.

Charles Spinetta Winery, located in the heart of the Shenandoah Valley of California American Viticultural Area, features a turnkey winery operation nestled among rolling hills. A renowned winemaker designed the facility for quality control and ease of operation. Capacity is 500 to 700 tons of grapes or approximately 30,000 to 40,000 cases of wine. Keegan & Coppin REAL ESTATE KEEGAN & COPPIN COMPANY, INC. ONCOR INTERNATIONAL Commercial Real Estate Services Ken O Farrell, Broker Associate 1355 North Dutton Avenue, Santa Rosa, CA 95401 (707) 528-1400 Cell (707) 328-1328 Lic #: 01801309 KOFarrell@keegancoppin.com The above information, while not guaranteed, has been secured from sources we believe to be reliable. Submitted subject to error, change or withdrawal. An interested party should verify the status of the property and the information herein. Maps provided by Google Inc. & Microsoft Corp., respectively.

Parcel, Vineyard, & Tank Maps: Keegan & Coppin REAL ESTATE KEEGAN & COPPIN COMPANY, INC. ONCOR INTERNATIONAL Commercial Real Estate Services Ken O Farrell, Broker Associate 1355 North Dutton Avenue, Santa Rosa, CA 95401 (707) 528-1400 Cell (707) 328-1328 Lic #: 01801309 KOFarrell@keegancoppin.com The above information, while not guaranteed, has been secured from sources we believe to be reliable. Submitted subject to error, change or withdrawal. An interested party should verify the status of the property and the information herein. Maps provided by Google Inc. & Microsoft Corp., respectively.

Keegan & Coppin REAL ESTATE KEEGAN & COPPIN COMPANY, INC. ONCOR INTERNATIONAL Commercial Real Estate Services Ken O Farrell, Broker Associate 1355 North Dutton Avenue, Santa Rosa, CA 95401 (707) 528-1400 Cell (707) 328-1328 Lic #: 01801309 KOFarrell@keegancoppin.com The above information, while not guaranteed, has been secured from sources we believe to be reliable. Submitted subject to error, change or withdrawal. An interested party should verify the status of the property and the information herein. Maps provided by Google Inc. & Microsoft Corp., respectively.

Keegan & Coppin REAL ESTATE KEEGAN & COPPIN COMPANY, INC. ONCOR INTERNATIONAL Commercial Real Estate Services Ken O Farrell, Broker Associate 1355 North Dutton Avenue, Santa Rosa, CA 95401 (707) 528-1400 Cell (707) 328-1328 Lic #: 01801309 KOFarrell@keegancoppin.com The above information, while not guaranteed, has been secured from sources we believe to be reliable. Submitted subject to error, change or withdrawal. An interested party should verify the status of the property and the information herein. Maps provided by Google Inc. & Microsoft Corp., respectively.

Keegan & Coppin REAL ESTATE KEEGAN & COPPIN COMPANY, INC. ONCOR INTERNATIONAL Commercial Real Estate Services Ken O Farrell, Broker Associate 1355 North Dutton Avenue, Santa Rosa, CA 95401 (707) 528-1400 Cell (707) 328-1328 Lic #: 01801309 KOFarrell@keegancoppin.com The above information, while not guaranteed, has been secured from sources we believe to be reliable. Submitted subject to error, change or withdrawal. An interested party should verify the status of the property and the information herein. Maps provided by Google Inc. & Microsoft Corp., respectively.

Address: 12557 Steiner Road Purchase Price: $6,500,000 Plymouth, CA 95669 Zoning: AG and Existing Williamson Act Contract APN: 014-020-039 Land 28.94 acre parcel includes twelve acres of vineyards. 4.5 acres of barbera and 7.5 acres of zinfandel. All vines on resistant rootstock. Soil is sierra coarse sandy loam. Possible home site at the peak of the parcel. Flat area for home and cleared area for potential septic field. Panoramic views. Event and picnic area. Bandstand with electricity for live entertainment. Plenty of picnic tables nestled among a tall canopy of trees. Outdoor tasting bar. Area Winery production building 5,000± sq. ft. and additional 4,600± sq. ft. crush pad. Crush pad completely covered with a metal roof to protect all equipment and stainless steel tanks. Small roofed concrete shelter to protect fermenting bins and picking bins. Tasting room building 5,800± sq. ft. consisting of two tasting rooms with tile floors. Art gallery in mezzanine. Commercial kitchen with grease trap - fully licensed. Frame shop, offices, conference room, and warehouse space. Natural redwood throughout. Description of Site Turnkey operation designed by a renowned winemaker. Capable of processing approximately 500 to 700 tons of grapes or approximately 30,000 to 40,000 cases of wine. Concrete block buildings for tasting room and winery production. Beautifully appointed and fully equipped buildings. Two tasting bars, art gallery, frame shop, offices, conference room, warehouse. Event facilities and commercial kitchen provide additional potential for revenue. Possible home site with panoramic view at peak of parcel within vineyard. Pigeon Creek runs near the southern border of the parcel, and a tributary of Pigeon Creek runs along the northern border. Keegan & Coppin REAL ESTATE KEEGAN & COPPIN COMPANY, INC. ONCOR INTERNATIONAL Commercial Real Estate Services Ken O Farrell, Broker Associate 1355 North Dutton Avenue, Santa Rosa, CA 95401 (707) 528-1400 Cell (707) 328-1328 Lic #: 01801309 KOFarrell@keegancoppin.com The above information, while not guaranteed, has been secured from sources we believe to be reliable. Submitted subject to error, change or withdrawal. An interested party should verify the status of the property and the information herein. Maps provided by Google Inc. & Microsoft Corp., respectively.

Description of Location - Area Located in the heart of California s Shenandoah Valley in Amador County. About five miles northeast of Plymouth, CA. Highway 49 to Plymouth, then northeast on Shenandoah Road to Steiner Road. Left on Steiner, approximately.8 miles to winery and vineyard on left Utilities Electricity provided by Pacific Gas and Electric - three phase power. Septic system with grease trap. Winery wastewater treatment and discharge system. Water well produces approximately 30 gallons per minute. Development Potential Winery holds a commercial kitchen permit (1638 Food facility - Catering on and off site functions). Outdoor event area with structures, equipment, and a tree canopy with possible opportunity for additional revenue and profit from wedding ceremonies, concerts, and other events. Possible home site with panoramic view at peak of parcel within vineyard. Amador County ordinances do not place a limit on number of tons crushed or gallons of wine produced. For More Information, Visit the Charles Spinetta Winery and Art Gallery Website at: http://www.charlesspinettawinery.com/ Keegan & Coppin REAL ESTATE KEEGAN & COPPIN COMPANY, INC. ONCOR INTERNATIONAL Commercial Real Estate Services Ken O Farrell, Broker Associate 1355 North Dutton Avenue, Santa Rosa, CA 95401 (707) 528-1400 Cell (707) 328-1328 Lic #: 01801309 KOFarrell@keegancoppin.com The above information, while not guaranteed, has been secured from sources we believe to be reliable. Submitted subject to error, change or withdrawal. An interested party should verify the status of the property and the information herein. Maps provided by Google Inc. & Microsoft Corp., respectively.

Ken O Farrell Broker Associate KOFarrell@KeeganCoppin.com 707 528-1400 x 156 Lic #: 01801309 1355 North Dutton Avenue, Santa Rosa, CA 95401 Keegan & Coppin REAL ESTATE KEEGAN & COPPIN COMPANY, INC. ONCOR INTERNATIONAL Commercial Real Estate Services The above information, while not guaranteed, has been secured from sources we believe to be reliable. Submitted subject to error, change or withdrawal. An interested party should verify the status of the property and the information herein. Maps provided by Google Inc. & Microsoft Corp., respectively.

Asset List March 2, 2015 Charles Spinetta Winery Page 1 of 8 I. Structures A. Upper Building/Two Tasting Rooms/Commercial Kitchen/Offices/ Gallery/Conference Room/Warehouse: Concrete block construction, built in 1988 New roof, November 2014 Total of 5,800 sq. ft. 1. Downstairs Finished: 2,800 sq. ft. Warehouse/Future expansion: 1,200 sq. ft. 2. Upstairs Finished: 1,800 sq. ft. B. Winery Building (5,000 sq. ft.): Concrete block construction, built in 1992 New roof, November 2014 C. Production Buildings (4,600 sq. ft.): Built in 1998 1. Metal: 4,000 sq. ft. Concrete: 600 sq. ft. NOTE: Please visit our website, www.charlesspinettawinery.com. The site contains many photographs of our winery, our equipment, and our operation. M O R E

Asset List March 2, 2015 Charles Spinetta Winery Page 2 of 8 II. Land Improvements A. Site work on winery area: 1. Grading and compaction of building sites 2. Grading, compaction, gravel, and paving for parking and loading areas 3. Engineered septic system with grease trap 4. Main entrance gates, paving, and rock walls 5. Truck (rear) entrance, gate, paved road 6. Well: Pump and house 7. Grounds landscaping 8. Picnic area developments 9. Outside bar and band area 10.Stormwater drains, tile drains, etc. 11.Paving and concrete flatwork B. Stormwater and wastewater system: C. Vineyard and vineyard area site work: 1. Includes vineyard establishment, roads, ponds, culverts, deer fences, tile drains, grading, wildlife area, etc. 2. Includes 15 acres of head pruned vines grafted on resistant rootstock. Vineyard established in 1990. Please refer to attached vineyard map. a. Estimated production for 2015 and beyond: 40 to 50 tons III. Stainless Steel Tanks A. All purchased new during 1994-2002: All manufactured by Santa Rosa Stainless Steel Company Please refer to attached diagram. 1. 17 tanks with cooling jackets: 44,500 gallons 2. 7 without cooling jackets: 45,850 gallons 3. 8 portable stainless steel tanks: 4,000 gallons M O R E

Asset List March 2, 2015 Charles Spinetta Winery Page 3 of 8 IV. Equipment All purchased new during 1994-2014: Crusher and Destemmer with hopper CMA-Lugana 3R (15 tons per hour) with extra drum and motors Purchased 2000 (rebuilt 2010 and 2014) Grape press Defranceschi membrane press model MO-55 (18 ton) Purchased 1997 (new membrane 2009) Pumps Vintech wine pumps (all digital) 1. (Qty. 3) 3 flexible impeller pumps (purchased 1994, 1999) 2. (Qty. 1) 1 1/2 diaphragm pump (purchased 1996) 3. (Qty. 1) Guth RA-45 pump (purchased 1996) 4. (Qty. 1) 2 flexible impeller pumps (purchased 1997) 5. (Qty. 1) 1 1/2 omac lobe pump (purchased 1997) 6. (Qty. 1) Red dog pump (purchased 1998) 7. (Qty. 2) 3 flexible impeller pumps (purchased 2001) 8. (Qty. 1) 3 positive displacement pump (purchased 2010) Filters 1. Della Toffola Universal 40 x 40 filter with crossover Purchased 1994 2. Della Toffola ECP diatomaceous earth filter Purchased 1997 (rebuilt 2012) 3. Spadoni Alfa Magic 50 x 50 lees filter with 40 plates Purchased 2006 (new pads 2009) Ozonator McClain Ozone, Inc. Model BII Purchased 2002 (rebuilt 2008) Stainless steel fittings for tanks and hoses All tri-clover: Tank vents, ball valves, couplings, spinners, etc. Hoses All tri-clover, all double banded, lots of hoses M O R E

Asset List March 2, 2015 Charles Spinetta Winery Page 4 of 8 IV. Equipment (continued) Forklift Caterpillar 50 (model GP 25) with bin rotator Purchased 1999 Refrigeration Carrier 15 ton glycol chiller Installed 2015, serviced annually Barrels and racks 1. (Qty. 63) barrels (American oak, air dried two years) 2. (Qty. 56) barrel racks Fermenting bins (Qty. 13) portable one ton fermenting bins with lids Total capacity: 13 tons Picking bins (Qty: 15) half ton bins Pump over devices (Qty. 6) Westec pump over devices Multiple electrical services (400 amp, 200 amp, 200 amp) Three phase power New well September 2014 Miscellaneous equipment Spare motors and parts Laboratory equipment Lees mixer (2) Air compressor Catwalks on all tanks Doser and tank Steam cleaner Clean-out hopper Pallet jacks Furnished tasting rooms/commercial kitchen/office NOTE: Please visit our website, www.charlesspinettawinery.com. The site contains many photographs of our winery, our equipment, and our operation. M O R E

Asset List March 2, 2015 Charles Spinetta Winery Page 5 of 8 V. Raw Land Valuation This figure is determined using present values, not past costs. A. Winery parcel: 28.94 acres 1. Located on Steiner Road, the heart of Shenandoah Valley B. Comparable sales to establish current value 1. 44 acre raw land parcel (Helwig) sold in December 2008 for $1,475,000 cash ($33,525/acre) a. APN: 014-110-059-000 2. 40 acre raw land parcel (Ekstrom) sold in December 2007 for $1,000,000 cash ($25,000/acre) a. APN: 014-030-063-000 b. CCR disallows winery with tasting room 3. 5.5 acre winery site (Runquist) sold in October 2006 for $600,000 ($100,000/acre) a. APN: 007-070-060-000 4. 12 acre dying vineyard parcel (Andis) sold in February 2010 for $725,000 cash ($60,000/acre) a. APN: 007-120-009-000 5. 13.5 acre dying vineyard parcel (Andis) sold in August 2010 for $650,000 cash ($48,000/acre) a. APN: 007-120-008-000 C. At $54,000 per acre, the winery parcel would be valued at $1,56 0,000. VI. Subtotal of items I - V: NOTE: Please visit our website, www.charlesspinettawinery.com. The site contains many photographs of our winery, our equipment, and our operation. M O R E

Asset List March 2, 2015 Charles Spinetta Winery Page 6 of 8 VII. Permits and licenses held: $ Some are transferable, others are not A. Necessary permits Building permits for every improvement Winery and tasting room permit Hazardous material business plan, medium facility permit State resale license and bond State winemaking license Federal winemaking license Federal bonds and stamps State processors license State winegrowers/blenders license State weighmaster license State and county scale permit Wastewater permit (inactive) Stormwater compliance certificate B. Extraordinary permits Commercial kitchen permit (1638 Food facility - Catering on and off site functions) Non-community water system permit Off sale wine and beer license Importer/exporter wine and beer license Federal wholesale/distributing license State wholesale/distributing license Several additional permits/licenses M O R E

Asset List March 2, 2015 Charles Spinetta Winery Page 7 of 8 VIII. Development cost (for the entire, compliant package): $ IX. Value of untapped capacity: $ A. This plant is capable of processing 700+ tons of grapes annually. 1. That is the equivalent of 45,000 cases annually. 2. 45,000 cases at $240 per case will gross over $10,000,000 annually. 3. Refer to Production and Sales Projection brief. B. There is a commercial kitchen with a winery restaurant permit waiting to be operated as a profit center. C. There is an events area waiting to be operated as a profit center. X. Value of existing business $ 1. On its own, our tasting room sells over 2,000 cases annually. 2. Approximately 6,000 repeat customers on mailing list a. Must spend $100 per visit to be on mailing list b. List is delineated by product category (red wine, white wine, sweet wine, art, artist, frame shop, etc.) 3. Our art gallery and frame shop (largest wildlife art gallery on the west coast) attract people from all over the nation. 4. We operate a premium bulk wine business. 5. The vineyard yields fifty (±) tons annually. M O R E

Asset List March 2, 2015 Charles Spinetta Winery Page 8 of 8 XI. Intellectual Property $ 1. Brands a. Charles Spinetta Winery (Federal trademark) b. Zinetta (State of California trademark) c. Heritage Red (State of California trademark) d. Heritage White (State of California trademark) 2. Label images 3. CSW logo (State of California trademark) XII. Inventories (taken at close of escrow) A. Art (if purchaser wants art) $ B. Wine (at close of escrow) $ XIII. Goodwill $ NOTE: Please visit our website, www.charlesspinettawinery.com. The site contains many photographs of our winery, our equipment, and our operation.

Amador County Winery Ordinance Page 1 of 4 From Chapter 19.24 of the Amador County Code 32. Wineries as defined in Section 19.08.687 and the following incidental uses subject to providing off-street parking and meeting all necessary clearances from the health and building departments. Additionally, wineries located on private roads shall have entered into a road maintenance agreement with a majority of the owners of the road, or obtained a use permit pursuant to Chapter 19.56 of this code before commencing any of the following uses: a. Wine tasting, b. Winery tours, c. Wholesale and retail sales of wine and grape products, d. Compensated or noncompensated events with up to one hundred twenty-five persons in attendance with no limitation on the number of events per year, e. Picnic area(s) for winery-related activities, f. Art galleries with sales and framing, g. A food preparation facility for catering on-premises indoor or outdoor functions, h. Agricultural-related museums, i. Gift display not to exceed a total of five hundred square feet in interior footprint area for the retail sale of winery-related promotional items, gift items, and/or prepackaged foods, j. Social gatherings or weddings for up to and including four hundred fifty persons up to and including twelve events per year with no more than four such events per month,

Amador County Winery Ordinance Page 2 of 4 From Chapter 19.24 of the Amador County Code k. Indoor or outdoor amplified music until ten p.m. H. Uses described in this subsection may be granted by the planning department, without public hearing, following public notice of the application. 1. Wine tasting may be conducted under a duplicate 02 license only if the winery with the master 02 license is located in Amador County and the following standards are met: 2. a. A bona fide agricultural operation must be the primary use on the property; b. The parcel shall be a minimum of forty acres in size; c. The applicant shall provide the planning department with copies of their bond from the Alcohol and Tobacco Tax and Trade Bureau and their California Alcohol Beverage Control license. These licenses and bonds shall be maintained in full compliance at all times; d. Tasting rooms located on private roadways shall have entered into a road maintenance agreement with a majority of the owners of the road; or in the event a road maintenance agreement already exists, the applicant shall provide the county with proof they have renegotiated the terms of the agreement to include the new tasting room. If the majority of the owners of the road do not enter into the new or renegotiated agreement, the applicant must obtain a use permit pursuant to Chapter 19.56 of this code before commencing any of the uses allowed by this section; e. The tasting room building shall be located a minimum of fifty feet from all property lines;

Amador County Winery Ordinance Page 3 of 4 From Chapter 19.24 of the Amador County Code f. The primary use of the tasting room shall be the marketing and sale of wine produced in Amador County. Additional allowed uses are as follows: i. Compensated or noncompensated events with up to one hundred twenty-five persons in attendance with no limitation on the number of events per year; ii. iii. Picnic area(s) for wine tasting-related activities; Art galleries with sales and framing; iv. A food preparation facility for catering on-premises indoor or outdoor functions; v. Agricultural-related museums; vi. Gift display area not to exceed a total of five hundred square feet in interior footprint area for the retail sale of wine-related promotional items, gift items, and/or prepackaged foods; vii. Social gatherings or weddings for up to and including four hundred fifty persons up to and including twelve events per year with no more than four such events per month; viii. Indoor or outdoor amplified music until ten p.m. g. The applicant must obtain all applicable permits from the environmental health department, building department, and department of transportation and public works. h. Public notice of such application shall be given in the manner described in Chapter 19.56 of this code, Use Permits. Such notice shall indicate the intent of the planning department to grant the use permit without a hearing unless sufficient reasons are provided not to

Amador County Winery Ordinance Page 4 of 4 From Chapter 19.24 of the Amador County Code grant the use permit. A description of the appeals process (Chapter 19.64 of this code) shall be contained within the notice. The planning department shall decide upon the use permit application within ten days after the notice is mailed. If the planning department finds sufficient cause to approve the application and the application meets the standards outlined in this subsection, the planning department shall approve the use permit and the use permit shall become valid following the ten-day appeal period if no appeals are filed. 19.08.687 Winery. "Winery" means an agricultural facility used for the processing (fermentation when combined with any two of the following: crushing, pressing, aging, blending or bottling) of juices into wine or the re-fermenting of still wine into sparkling wine and which is currently bonded as such by the Alcohol and Tobacco Tax and Trade Bureau and has a current California Alcohol Beverage Control winegrower s 02 master license. (Ord. 1708 2, 2011: Ord. 1320 2, 1993). Please contact the Amador County Planning Department at (209) 223-6380 for more information.