Green Mountain Coffee Roasters (GMCR)

CONDITIONS TO THE MERGER

6.1 Conditions to the Obligations of Each Party to Effect the Merger. The respective obligations of each party to this Agreement to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

(a) Company Stockholder Approval. The Required Stockholder Approvals shall have been validly obtained under the DGCL and the Company Organizational Documents.

(b) No Order. No Legal Requirement, including any temporary restraining order, preliminary or permanent injunction or other order, preventing the consummation of the Merger shall have been enacted, issued, promulgated, enforced or entered by any Governmental Entity and remain in effect, and there shall not be any Legal Requirement enacted, issued, promulgated, enforced or entered by any Governmental Entity or deemed applicable to the Merger in effect that makes the consummation of the Merger illegal.

(c) Hart-Scott-Rodino. The waiting period applicable to the consummation of the Merger (and any extension thereof) under the HSR Act shall have expired or been earlier terminated.

6.2 Additional Conditions to the Obligations of the Company. The obligation of the Company to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following additional conditions, any of which may be waived, in writing, exclusively by the Company:

(a) Representations and Warranties. The representations and warranties of Parent and Merger Sub contained in this Agreement shall be true and correct on the date hereof and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (except that those representations and warranties which address matters only as of the date of this Agreement or another particular date shall have been true and correct only as of such date). The Company shall have received a certificate with respect to the foregoing signed on behalf of Parent, with respect to the representations and warranties of Parent, by an authorized executive officer of Parent, and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the representations and warranties of Merger Sub, by an authorized executive officer of Merger Sub.

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(b) Agreements and Covenants. Each of Parent and Merger Sub shall have performed or complied in all material respects (except that in the case of Section 5.14, such performance and compliance shall be in all respects) with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and the Company shall have received a certificate with respect to the foregoing signed on behalf of Parent, with respect to the agreements and covenants of Parent, by an authorized executive officer of Parent, and a certificate with respect to the foregoing signed on behalf of Merger Sub, with respect to the agreements and covenants of Merger Sub, by an authorized executive officer of Merger Sub.

(c) Escrow Agreement. Parent, the Securityholder Representative and the Escrow Agent shall have executed and delivered the Escrow Agreement.

6.3 Additional Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following additional conditions, any of which may be waived, in writing, exclusively by Parent and Merger Sub:

(a) Representations and Warranties. The representations and warranties of the Company contained in this Agreement shall be true and correct (without giving effect to any qualification as to materiality or Material Adverse Effect contained in any specific representation or warranty other than qualifications as to those specific provisions of such representations and warranties that call for a listing of specific types of items or agreements) on the date hereof and as of the Closing Date (except that those representations and warranties which address matters only as of the date of this Agreement or another particular date shall have been true and correct only as of such date), unless, in each case or in the aggregate, the failure of such representations and warranties to be true and correct has not had and would not have a Material Adverse Effect. Parent and Merger Sub shall have received a certificate with respect to the foregoing signed on behalf of the Company by an authorized executive officer of the Company.

(b) Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing Date, and Parent and Merger Sub shall have received a certificate to such effect signed on behalf of the Company by an authorized executive officer of the Company.

(c) Material Adverse Effect. No Material Adverse Effect shall have occurred since the date hereof and be continuing.

(d) Exercise or Cancellation of Company Warrants. The Company Warrants shall have either been exercised in full or, to the extent a Company Warrant has not been so exercised, the holder thereof shall have executed and delivered to the Company (and the Company shall have delivered to Parent a true and correct copy of) a Company Warrantholder Consent reasonably satisfactory to Parent providing for the automatic cancellation of such Company Warrant, effective at the Effective Time, in exchange for the cash payment to such holder of the Warrant Consideration as described in Section 5.7(b), and waiving any applicable notice requirement relating to the Merger to the extent such notice was not timely given.

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(e) Maximum Dissenting Shares. Not more than 10% of the Company Stock outstanding immediately prior to the Effective Time (for this purpose assuming the conversion into or exercise for Company Common Stock immediately prior to the Effective Time of all then outstanding Company Preferred Stock, Company Warrants and Vested Company Options) shall be Dissenting Shares.

(f) Escrow Agreement. The Securityholder Representative and the Escrow Agent shall have executed and delivered the Escrow Agreement.