Green Mountain Coffee Roasters (GMCR)

RECITALS

WHEREAS, as of the date hereof, the Seller is the record and beneficial owner of all of the outstanding shares of the Company;

WHEREAS, the Company has committed to sell the portion of its business related to retail operations to a third-party purchaser on the terms and conditions set forth in the Retail APA prior to the consummation of the sale of Shares contemplated herein; and

WHEREAS, the Buyer desires to purchase from the Seller, and the Seller desires to sell to the Buyer, all of the Shares upon the terms and subject to the conditions set forth in this Agreement.

RECITALS

WHEREAS, KEURIG is the owner of all right, title and interest in and to the following patents directed to beverage technologies:

WHEREAS, KRAFT makes, uses, keeps, offers to sell, sells, imports, and otherwise commercializes single-serve beverage cartridges and single-serve beverage machines under the T-DISC and TASSIMO marks;

WHEREAS, on January 10, 2007, KEURIG filed a complaint captioned Keurig, Incorporated v. Kraft Foods Global, Inc. et al., No. 07-cv-17 GMS in the United States District Court for the District of Delaware (the “LAWSUIT”) in which KEURIG has asserted certain claims against KRAFT and KRAFT has asserted certain counterclaims against KEURIG and has sought leave to assert other counterclaims;

WHEREAS, the PARTIES desire to resolve all aspects of the LAWSUIT without the expenditure of further time and expense and to avoid any future disputes with regard to the LICENSED PATENTS;

WHEREAS, KRAFT desires the freedom to further develop and commercialize its beverage cartridge technology;

WHEREAS, while KEURIG is willing to license KRAFT under the LICENSED PATENTS, KEURIG desires to protect from copying by KRAFT any future KEURIG design or innovation for a beverage cartridge that is covered by the ‘762 PATENT;

WHEREAS, KEURIG and KRAFT have reached an agreement to settle the LAWSUIT.

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RECITALS

WHEREAS, KEURIG is the owner of all right, title and interest in and to the following patents directed to beverage
technologies:

RECITALS

A. The respective boards of directors of each of Parent, Merger Sub and the Company have deemed it advisable and in the best interests of their respective corporations and stockholders that the Merger be consummated and have approved this Agreement and the transactions contemplated hereby, including the Merger upon the terms and subject to the conditions set forth herein pursuant to the Delaware General Corporation Law (the “DGCL”).

B. The Board of Directors of the Company has resolved to recommend to its stockholders approval and adoption of this Agreement.

C. Parent, as the sole stockholder of Merger Sub, has approved and adopted this Agreement.

D. Parent, Merger Sub and the Company desire to make certain representations, warranties and agreements in connection with the Merger and also to prescribe certain conditions to the Merger.

NOW, THEREFORE, in consideration of the foregoing, and the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows: