Victory Spirits Barrel Lab™ — Private Barrel Marketplace

Version 2.0 · October 2026 · Supersedes the March 2026 version · Effective as of the date signed below

1. PARTIES

This Barrel Listing Agreement (“Agreement”) is entered into between CWI Ventures LLC d/b/a Victory Spirits Development (“VSD”), which operates the Victory Spirits Barrel Lab™ marketplace (“Barrel Lab”), and the undersigned individual or entity submitting one or more barrel lots for listing (“Listing Party”).

2. LISTING INTAKE & REQUIRED INFORMATION

As a condition of listing, the Listing Party will provide the information below for itself and, for each lot, the fields listed in Schedule A. Lot information may be submitted through the online Barrel Listing Agreement form on victoryspirits.com — entered one row at a time, pasted from a spreadsheet, or uploaded — or on the Barrel Lab Lot Listing Template (Excel) attached to this Agreement. One row is one lot. Lots may be combined when they share the same producer and mash bill and their fill dates fall within six (6) months of each other.

VSD reserves the right to decline any listing that is incomplete, unverifiable, or inconsistent with platform standards.

3. ACCURACY, TITLE & VERIFICATION

By signing this Agreement, the Listing Party represents and warrants that:

• All information submitted under this Agreement, including Schedule A, is true, accurate, and complete to the best of the Listing Party’s knowledge.

• The Listing Party owns the listed barrels, or is authorized in writing to sell them, and will deliver title free of liens, pledges, and warehouse charges at transfer. Any consent needed for a sale — from a lender, co-owner, trustee, or court — is disclosed at intake and will be obtained before the Listing Party accepts a purchase order.

• Supporting documentation is available upon request and will be provided to VSD or to a qualified prospective buyer within five (5) business days of a written request, including:

  • Certificate of Origin or distillery attestation

  • Mash bill confirmation or producer specification sheet

  • Age statement or fill date documentation (barrel entry records)

  • Barrel specification records (cooperage, char/toast level, entry proof)

  • Warehouse records, including current storage location, warehouse contact, and warehouse receipts

The Listing Party acknowledges that VSD may independently verify submitted information and may remove or suspend any listing found to be materially inaccurate or misrepresented, without liability to the Listing Party.

4. PRICING, NET-TO-SELLER FLOOR & BARREL LAB MARGIN

4.1 Net-to-Seller Floor. For each lot, the Listing Party sets a net price per barrel (the “Net-to-Seller Floor”). VSD will display the Net-to-Seller amount to the Listing Party for every lot. VSD will not accept a sale below the Net-to-Seller Floor unless both parties agree in writing; email is sufficient.

4.2 Barrel Lab Margin. Barrel Lab adds a margin to the Net-to-Seller Floor to set the price offered to buyers. The margin ranges from eight percent (8%) to fifteen percent (15%) of the Net-to-Seller amount and varies by the quantity sold in the transaction, with larger quantities carrying a lower margin. The margin is paid by the buyer and is not deducted from the Net-to-Seller amount.

4.3 No listing fee. There is no fee to list. The Listing Party pays nothing to VSD unless a sale closes or the Listing Party elects a paid program under Section 7.

4.4 Payment. The buyer pays VSD the gross purchase price (the Net-to-Seller amount plus the Barrel Lab margin) and the estimated warehouse fees for the sale. Barrels remain listed for sale until VSD has received the buyer’s full payment. VSD then pays the Listing Party the Net-to-Seller amount for the barrels sold, no later than their release to the buyer, and pays the warehouse fees it collected to the warehouse. VSD does not advance funds it has not received. The Listing Party is not required to release barrels until it has received, or VSD has confirmed in writing that it holds, the full Net-to-Seller amount for them.

5. OPTIONAL EXCLUSIVE LISTING PERIOD & INTRODUCED BUYERS

5.1 Election. The Listing Party may elect an Exclusive Listing Period of sixty (60) calendar days (“Exclusive Period”) by initialing below (all lots) or by marking Yes in the Exclusive 60 Days column of Schedule A (individual lots). The Exclusive Period may be extended in thirty (30) day increments by mutual written agreement; email is sufficient.

During the Exclusive Period:

• The lot receives priority promotion within Barrel Lab, including placement in curated buyer communications, featured inventory sections, and promotional outreach at VSD’s discretion.

• VSD will prioritize active buyer outreach and matching for the listed lot.

• The Listing Party will not list or offer the same lot through any other marketplace, broker, or auction without VSD’s prior written consent.

• The Listing Party may sell to its own existing customers listed on Schedule A without any margin owed to VSD.

5.2 Introduced buyers (all listings). If, within twelve (12) months after VSD introduces a buyer to a listed lot, the Listing Party sells any barrels from that lot to that buyer, or to the buyer’s affiliate, outside Barrel Lab, the Listing Party will pay VSD the Barrel Lab margin that would have applied to the sale under Section 4.2. An introduction means VSD has disclosed the lot to the buyer and has a written record of it.

[Elected in the form below.]

If no election is made, the listing will be published as a standard (non-exclusive) listing at VSD’s discretion.

6. STORAGE, CUSTODY & TRANSFER IN BOND

6.1 Custody until sale. Listed barrels remain at the warehouse of record until transfer. VSD does not take physical possession of any barrel.

6.2 Transfer in bond. Barrels are sold in bond to a buyer holding a valid TTB permit, which VSD verifies against the TTB permittee list before a purchase order is issued. VSD coordinates each transfer in bond: it confirms the buyer’s transfer-in-bond documentation, submits the warehouse’s Customer Barrel Activity forms confirming the buyer’s TIB, and notifies the buyer when the warehouse is ready to release. For barrels held in VSD’s storage accounts, VSD signs as the owner releasing the barrels to the buyer. For barrels held in the Listing Party’s own account, the Listing Party, or its warehouse, will sign the release and any transfer documents TTB requires promptly after VSD confirms that payment has been received.

6.3 Warehousing DSPs. If the Listing Party is also the DSP warehousing the barrels, it will state on Schedule B whether the barrels may remain stored there under a new owner. If they may, the Listing Party will submit the Barrel Lab Storage RFP (VS-STORAGE-2026-001) together with its current warehouse agreement and fee schedule, so buyers can price storage before they buy.

6.4 Storage charges through transfer. Storage, handling, and other warehouse charges accrued through the date of transfer are the Listing Party’s responsibility and will be paid so that no warehouse lien attaches to transferred barrels. After transfer, carrying costs belong to the buyer as set out in Section 9.

7. ALTERNATIVES TO SELLING — BARREL TO BAR PATH FORWARD

For each lot, the Listing Party may indicate its path of interest in the Path of Interest column of Schedule A. VSD will provide a confidential Barrel to Bar Path Forward report showing the estimated value and cost of each path. An election under this Section is an indication of interest only; paths (c) and (d) become binding only when the parties sign the separate agreement described below.

(a) Sell now. List the lot for sale at its Net-to-Seller Floor under Section 4.

(b) Hold at VRV. List the lot at a floor based on Barrel Lab’s Valuation Reference Value (“VRV”) and hold it for a target sale date shown in the Path Forward report.

(c) Bottling & Route-to-Market Program. Keep ownership of some or all of the barrels and take them to market as finished goods under the Listing Party’s brand or a new brand. VSD coordinates bottling, co-packing, distribution, and sales partners. All costs are quoted in advance and set out in a separate program agreement.

(d) Consign for Royalty. Consign barrels to a Barrel Lab brand partner that produces them into finished goods. The Listing Party is paid a royalty per barrel based on an agreed value per barrel derived from VRV (the “Base Value”), rather than on current trade prices. The principal terms, set out in a separate Consignment & Royalty Agreement, are:

• Title remains with the Listing Party until the barrels are dumped for production.

• Royalties are due on the sooner of (i) thirty (30) days after the date of the brand partner’s invoice to its distributor for the finished goods, or (ii) fifteen (15) days after the brand partner receives the distributor’s payment of that invoice. If the distributor’s payment is delayed, the royalty is due fifteen (15) days after the brand partner receives it.

• Any royalty unpaid sixty (60) days after the date of the brand partner’s invoice to its distributor is past due and is subject to interest and referral to third-party collections, as set out in the Consignment & Royalty Agreement.

• In all events, the full Base Value for each barrel is paid no later than one hundred twenty (120) days after that barrel is dumped.

• VSD earns a commission of five percent (5%) of royalties paid.

• The brand partner pays freight, transfer, and production costs.

Estimates. VRV, Base Value, target dates, returns, and costs in any Path Forward report are estimates and not guarantees. Actual results and the actual investment required may be greater or less than estimated.

8. EMPTY BARREL CREDIT

These terms match the Barrel Lab Bulk Sales Policies and Requirements that buyers accept, so seller and buyer are held to the same standard.

8.1 Definition. An “empty” barrel is a barrel containing no liquid upon physical receipt by the buyer or the buyer’s designated custodian.

8.2 Claim period. A claim for an empty barrel must be made in writing within sixty (60) calendar days after the ownership transfer or the physical receipt of the barrels, whichever occurs first. Claims made after that period are waived.

8.3 Documentation. Only empties that are thoroughly documented by video qualify. The video must show the barrel number and the barrel with its head removed, for complete verification. The Listing Party, or VSD on its behalf, may review the documentation and inspect the barrel before the claim is accepted.

8.4 Remedy. For each verified empty barrel, the Listing Party will, within thirty (30) calendar days after the claim is verified and at the buyer’s election, either: (a) replace it with a barrel from the same or a similarly situated lot; or (b) issue a credit equal to the original per-barrel purchase price, applied toward the buyer’s future purchase through Barrel Lab. If the credit is applied to barrels from another seller, the Listing Party funds it, and VSD may deduct it from Net-to-Seller amounts payable to the Listing Party. No cash refund is provided.

8.5 Volume not guaranteed. Percentage loss (angel’s share) on a barrel of any age is not guaranteed. A barrel that contains liquid, however low its fill, is not an empty barrel under this Section.

8.6 VSD’s role. VSD may, at its discretion, facilitate resolution between the parties but assumes no financial liability for barrel condition or fill level.

9. BUYER RESPONSIBILITY — TRANSFER & CARRYING COSTS

Unless the purchase order states otherwise, the buyer is solely responsible for all costs of transferring and holding the barrels after sale, including:

• Transfer, ownership-change, and handling fees assessed by the originating warehouse or custodian.

• Barrel removal, draining, bulk loadout, empty-barrel removal and handling, palletizing, and pallets.

• Sample testing for analytical or quality-control purposes.

• Outbound freight and logistics from the warehouse of record to the buyer’s designated facility.

• Ongoing storage fees at any intermediate or destination warehouse after transfer.

• Insurance for all barrels from the date of transfer, including coverage for loss, damage, leakage, and evaporation in excess of standard angel’s share.

Title and risk of loss pass to the buyer upon physical release of the barrel(s) from the originating warehouse, or upon transfer of ownership in place where the barrels remain stored with the Listing Party under Section 6.3.

10. ROLE OF VICTORY SPIRITS DEVELOPMENT

VSD acts solely as a marketplace facilitator and broker and makes no representations regarding the quality, age, proof, yield, or legality of any listed barrel lot. VSD does not take physical possession of any barrel and is not a party to any sale transaction between the Listing Party and a buyer except in its role as broker. VSD is not responsible for disputes arising from inaccurate listing information, barrel condition, transfer logistics, or regulatory compliance. Programs elected under Section 7 are governed by their separate agreements.

11. CONFIDENTIALITY

VSD will not disclose the Listing Party’s identity, cost basis, or Net-to-Seller Floor to buyers without the Listing Party’s consent, except as needed to verify a qualified buyer or complete a transfer. The Listing Party will keep confidential the Barrel Lab Path Forward report, VRV valuations, buyer identities, and pricing that VSD shares with it, and will use them only to evaluate and complete transactions through Barrel Lab.

12. GENERAL TERMS

• Either party may terminate this Agreement upon written notice. Any active buyer engagements or pending transactions at the time of termination shall be completed under the terms of this Agreement, and Sections 5.2, 8, and 11 survive termination.

• VSD may modify its listing guidelines at any time. Material changes will be communicated to active Listing Parties in writing.

• This Agreement is governed by the laws of the Commonwealth of Kentucky, without regard to conflict-of-law principles.

• Any dispute arising from this Agreement that cannot be resolved by mutual agreement shall be submitted to binding arbitration in Louisville, Kentucky, under the rules of the American Arbitration Association.

• This Agreement, with its Schedules and any purchase orders issued under it, is the entire agreement on its subject and supersedes any earlier listing agreement between the parties for the same lots. Electronic signatures, including acceptance through the online Barrel Listing Agreement form, are binding.

13. ACKNOWLEDGMENT & SIGNATURES

By signing below, both parties confirm they have read, understand, and agree to the terms of this Barrel Listing Agreement.

The Listing Party signs electronically in the form below; VSD countersigns by written acceptance; email is sufficient. Questions? Contact VSD before signing: michael@victoryspirits.com · (678) 578-7204