Green Mountain Coffee Roasters (GMCR)

AGREEMENT

NOW THEREFORE, in consideration of the premises and mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, the Buyer, GMCR, the Company and the Seller hereby agree as follows:

As used herein, the following terms will have the following meanings:

“116 Certificate” is defined in Section 2.8.

“116 Certificate Letter of Credit” means a letter of credit from the Bank for purposes of indemnification claims pursuant to Section 2.8 hereto substantially in the form of Exhibit A.

“116 LC Termination Date” is defined in Section 2.8(i).

“1933 Act” means the Securities Act of 1933.

“Accounting Principles” shall mean the same accounting methods, policies, practices and procedures as were used by the Company in the preparation of the Most Recent Balance Sheet and the Working Capital Target without taking into account any changes in circumstances or events occurring after the close of business on the day immediately prior to the Closing Date.

“Acquired Companies” means, collectively, the Company and each of its Subsidiaries, if any.

“Action” means any claim, action, cause of action, suit (whether in contract or tort or otherwise) or audit, litigation (whether at law or in equity, whether civil or criminal), controversy, assessment, arbitration, investigation, hearing, charge, demand, notice or proceeding to, from, by or before any Governmental Authority.

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“Adjustment Statement” is defined in Section 2.5.

“Affiliate” means, with respect to any specified Person at any time, each Person directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person at such time, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise.

“Agreement” is defined in the Preamble.

“Ancillary Agreements” means the 116 Certificate Letter of Credit, the Indemnity Letter of Credit, the Supply Agreement, the License Agreement, the Transition Services Agreement and the Fund Commitment Letter.