CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

Exhibit 10.1

TRANSACTION AGREEMENT

by and among

KEURIG JV, LP

KEURIG DR PEPPER INC.

KEURIG GREEN MOUNTAIN, INC.

KGM MANUFACTURING LLC

KEURIG PRODUCTION HOLDING, LLC

and

AP KONA HOLDINGS LLC

Dated as of February 23, 2026

TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

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TABLE OF CONTENTS

(continued)

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SCHEDULES AND EXHIBITS

Keurig Partners Disclosure Schedule

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TRANSACTION AGREEMENT

THIS TRANSACTION AGREEMENT (this “Agreement”), dated as of February 23, 2026 (the “Effective Date”), is made by and among Keurig JV, LP, a Delaware limited partnership (the “JV”), Keurig Dr Pepper Inc. (“Keurig Parent”), Keurig Green Mountain, Inc., a Delaware corporation (“KGM”), KGM Manufacturing LLC, a Delaware limited liability company (“KGMM”), Keurig Production Holding, LLC, a Delaware limited liability company (“Keurig USA Partner”), following execution of the joinder pursuant to Section 10.6, Keurig Lux HoldCo, S.a.r.l., a société à responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg (“Keurig Lux Partner” and, together with Keurig Parent, KGM, KGMM and Keurig USA Partner, the “Keurig Partners” and, together with the JV, the “Keurig Parties”) and AP Kona Holdings LLC, a Delaware limited liability company (“Co-Investor Limited Partner”). All of the signatories to this Agreement are collectively referred to as the “Parties” and each, individually, as a “Party”.

RECITALS

WHEREAS, the Keurig Partners are engaged, among other things, in the JV Business;

WHEREAS, Keurig USA Partner, as the sole member of KGMM, desires to cause KGMM to merge with and into the JV, with the JV surviving such merger pursuant to the Agreement and Plan of Merger attached hereto as Exhibit I (the “Keurig Merger Agreement” and such merger, the “Keurig U.S. Contribution”) and, following such Keurig U.S. Contribution, (i) Keurig USA Partner shall own a number of limited partnership units of the JV listed next to Keurig USA Partner’s name on Schedule 2 and (ii) the JV shall own, or at the Closing will own assets related to, used or held for use in, the JV Business in the United States, as set forth in Schedule 3 (the “U.S. Contributed Assets”);

WHEREAS, as of the Effective Date, (i) Keurig Lux Partner owns all of the issued and outstanding limited liability company units of Keurig Canada ULC, as a successor of Keurig Canada Inc. (“KCULC”) and (ii) KCULC owns, or at the Closing will own assets related to, used or held for use in, the JV Business in Canada, as set forth in Schedule 3 (the “Canada Contributed Assets” and, together with the U.S. Contributed Assets, the “JV Assets” in each case other than the Excluded Assets);

WHEREAS, prior to the Closing, the Keurig Partners shall, and shall cause their Affiliates to, carry out certain restructuring steps in order to ensure that all or substantially all of the JV Assets are contributed to KGMM or KCULC, as applicable, prior to Closing, as set forth in Schedule 1 (the “Restructuring Steps”);

WHEREAS, Keurig Lux Partner desires to, and to cause its Affiliates to, contribute all of the issued and outstanding limited liability company units of KCULC, to the JV (the “KCULC Contribution”) in exchange for the number and class of limited partnership units of JV (the “Units”) listed next to Keurig Lux Partner’s name on Schedule 2, pursuant to a

contribution agreement in a form reasonably satisfactory to the Co-Investor Limited Partner, consistent with the terms of this Agreement (the “KCULC Contribution Agreement”);

WHEREAS, Co-Investor Limited Partner desires to contribute the Purchase Price to the JV in exchange for the number and class of Units listed next to Co-Investor Limited Partner’s name on Schedule 2;

WHEREAS, the Parties will, or will cause their Affiliates to, enter into certain Ancillary Agreements at the Closing (as defined therein), including (i) an Amended and Restated Limited Partnership Agreement in the form set forth in Exhibit B (the “A&R LPA”), pursuant to which the Keurig Partners and Co-Investor Limited Partner will address certain governance matters of the JV, (ii) a Wholesale Agreement, in the form set forth in Exhibit C (the “Wholesale Agreement”), pursuant to which the JV will, among other things, sell and deliver Products to KGM and its Affiliates, (iii) an Operating and Maintenance Agreement in the form set forth in Exhibit D, pursuant to which KGM and its Affiliates will lease certain employees to the JV and provide management and oversight services to the JV for purposes of performing all work, services and other activities in connection with the development, installation, commissioning, operation, maintenance and use (including pod production and inventory activities) required by the JV to maintain and operate the JV Assets and certain other administrative services (the “O&M Agreement”), (iv) a Parent Guaranty Agreement in the form set forth in Exhibit E (the “Guaranty”), (v) an Intellectual Property License Agreement in the form set forth in Exhibit F, pursuant to which KGM and its Affiliates will grant a license or sublicense to certain intellectual property necessary for the operation and maintenance of the JV Assets and the manufacturing of Products (the “IP License Agreement”), (vi) a Risk of Loss Agreement in the form set forth in Exhibit H, pursuant to which KGM and the JV set forth the process and allocation of risk and responsibility with respect to any certain casualty events that may disrupt operations or the production of Products (the “Risk of Loss Agreement”), and (vii) one or more Supply Agreements in substantially the form set forth in Exhibit K, pursuant to which the JV would purchase green coffee beans, raw materials and other consumables necessary for the JV to perform its obligations under the Wholesale Agreement from KGM (the “Supply Agreements”), in each case, as more specifically described in such Ancillary Agreement; and

WHEREAS, each of the Keurig Partners, the JV and Co-Investor Limited Partner desires to make certain representations, warranties, covenants and agreements in connection with this Agreement.

NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements contained herein, the Parties agree as follows:

ARTICLE I

CLOSING; CLOSING DELIVERIES

Section 1.1 Restructuring Steps; Contribution; Issuance of Units. Upon the terms and subject to the conditions set forth in this Agreement, and in reliance on the representations, warranties and covenants contained herein:

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(a)  prior to the Closing, KGM shall effect, or cause its Affiliates to effect, the Restructuring Steps;

(b)  on the Closing Date, and concurrently with the completion of the Restructuring Steps, KGM shall, and shall cause its Affiliates (including Keurig Lux Partner and KGMM) to, (i) effect the Keurig U.S. Contribution, in exchange for Class A-1 Units, Class B-1 Units and Class C Units and (ii) cause Keurig Lux Partner to contribute, transfer and assign to the JV all of its rights, title and interest in and to the limited liability company units of KCULC, free and clear of any Liens, in exchange for Class A-1 Units, Class B-1 Units and Class C Units ((i) and (ii), collectively, the “Keurig Parent Contribution”), in each case in exchange for the number of such Units as listed next to each of Keurig USA Partner’s and Keurig Lux Partner’s name on Schedule 2; and

(c)  at the Closing, Co-Investor Limited Partner shall contribute the Purchase Price to the JV (the “Co-Investor Capital Contribution” and, together with the Keurig Parent Contribution, the “Contribution”), in exchange for the number of Class A-1 Units, Class A-2 Units, Class B-1 Units and Class B-2 Units, in each case as listed next to the Co-Investor Limited Partner’s name on Schedule 2 (the issuance of such Class A-1 Units, Class A-2 Units, Class B-1 Units and Class B-2 Units, the “Co-Investor Issuance”).

Section 1.2 Time and Place of Closing.

(a)  The Transactions shall be consummated substantially simultaneously, by way of electronic exchange of documents (the “Closing”), on a date designated by the Keurig Partners upon not less than three (3) Business Days’ prior written notice to the Co-Investor Limited Partner (the “Closing Notice”) following the satisfaction or waiver of all of the conditions set forth in Article VII in accordance with this Agreement (other than those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), which date shall be no later than the closing date of the JDEP Acquisition. The Closing shall be deemed to occur at 12:01 a.m. ET on the date on which the Closing occurs (the “Closing Date”). Notwithstanding the foregoing, the Keurig Partners shall use commercially reasonable efforts to deliver the Closing Notice to Co-Investor Limited Partner at least ten (10) Business Days prior to the designated Closing Date.

(b)  It shall be a condition subsequent to the Closing that the JDEP Acquisition is consummated (the date on which the JDEP Acquisition is consummated, the “JDEP Acquisition Closing”). Except as otherwise agreed in writing by Keurig Parent and Co-Investor Limited Partner, if the JDEP Acquisition is not consummated within ten (10) Business Days of the Closing Date (provided, that if the parties thereto are continuing to work in good faith toward the closing of the JDEP Acquisition, such date shall be extended by an additional five (5) Business Days), then (x) the Closing, together with the Co-Investor Issuance and the Ancillary Agreements entered into at or after the Closing and the transactions consummated thereunder, shall be immediately null and void, (y) the Purchase Price shall promptly be returned to the Co-Investor Limited Partner, in full, by wire transfer of immediately available funds to an account that is specified in writing by Co-Investor Limited Partner and (z) Keurig Parent shall pay to the Co-Investor Limited Partner, by wire transfer of immediately available funds to an account that is specified in writing by Co-Investor Limited Partner, an amount necessary to provide the Co-

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Investor Limited Partner an IRR (as defined in the A&R LPA) as of such date equal to the Target IRR (as defined in the A&R LPA) with respect to the aggregate amount of the Purchase Price (and any additional Capital Contributions (as defined in the A&R LPA) made by the Co-Investor Limited Partner, if any, applicable thereto). Any amount not paid when due pursuant to this Section 1.2(b) shall bear interest from the date such amount is due until the date paid at a rate equal to the prime rate as published in The Wall Street Journal, Eastern Edition in effect on the date of such payment. For the avoidance of doubt, in no event shall the Co-Investor Limited Partner or any Co-Investor (or any of their Affiliates) be required to return any payments under the A&R Commitment Letter, the Fee Letters or the Allocation and Expense Reimbursement Letter (it being understood and agreed that any fees or other payments thereunder shall be fully payable at, and non-refundable following, the Closing).

Section 1.3 Deliveries at the Closing.

(a)  By the Keurig Partners. At the Closing, the Keurig Partners shall deliver or cause to be delivered to:

(i)  Co-Investor Limited Partner, counterparts of the transfer instruments transferring the JV Assets to the JV as contemplated by Section 1.1(a) in the form set forth in Exhibit G, duly executed by all of the parties thereto;

(ii)  Co-Investor Limited Partner, counterparts of each of the Ancillary Agreements to which any of the Keurig Partners or any of their Affiliates is or will be a party, duly executed by the applicable Keurig Partner or its Affiliate(s) party thereto;

(iii)  the JV, a properly completed and duly executed IRS Form W-8 or W-9, as applicable of Keurig Lux Partner and Keurig USA Partner;

(iv)  Co-Investor Limited Partner, Lien Releases in respect of all Liens (except for Permitted Liens) on any of the JV Assets in respect of third party Indebtedness for borrowed money;

(v)  Co-Investor Limited Partner, if applicable pursuant to Section 5.9, the Kodiak Preferred Stock Investment Agreement, duly executed by Kodiak Newco and any other Keurig Partner or Affiliate of the Keurig Partners party thereto; and

(vi)  Co-Investor Limited Partner, a certificate, dated as of the Closing Date, duly executed by an authorized officer of each Keurig Partner on behalf of such Keurig Partner, certifying that, as of the Closing, each of the conditions set forth in Section 7.3(a), Section 7.3(c), Section 7.3(e), Section 7.3(f) , Section 7.3(g) and Section 7.3(h) has been satisfied.

(b)  By the JV. At the Closing, the JV shall deliver or cause to be delivered to:

(i)  the Keurig Partners and Co-Investor Limited Partner, counterparts of each of the Ancillary Agreements to which the JV is or will be a party, duly executed by the JV;

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(ii)  Keurig Lux Partner and Keurig USA Partner, a certificate, in form and substance reasonably acceptable to Co-Investor Limited Partner, evidencing the Units to be held by Keurig Lux Partner in accordance with Section 1.1(a);

(iii)  Co-Investor Limited Partner, a certificate, in form and substance reasonably acceptable to Co-Investor Limited Partner, evidencing the Units to be held by Co-Investor Limited Partner in accordance with Section 1.1(c);

(iv)  Co-Investor Limited Partner, if applicable pursuant to Section 6.2, the Kodiak Preferred Stock Investment Agreement, duly executed by the JV;

(v)  Co-Investor Limited Partner, a certificate, dated as of the Closing Date, duly executed by an authorized officer of the JV, certifying that each of the conditions set forth in Section 7.3(b) and Section 7.3(d) has been satisfied; and

(vi)  Co-Investor Limited Partner or its designee(s), all amounts payable pursuant to Section 10.2 by wire transfer of immediately available funds to an account that is specified in writing by Co-Investor Limited Partner at least three (3) Business Days prior to the Closing.

(c)  By Co-Investor Limited Partner. At the Closing, and as consideration for the Co-Investor Issuance, Co-Investor Limited Partner shall deliver or cause to be delivered to:

(i)  the Keurig Partners, counterparts of each of the Ancillary Agreements to which Co-Investor Limited Partner or any of its Affiliates is or will be a party, duly executed by Co-Investor Limited Partner or its applicable Affiliate party thereto;

(ii)  the JV, a properly completed and duly executed IRS Form W-9 of Co-Investor Limited Partner;

(iii)  the JV, the Purchase Price, by wire transfer of immediately available funds to an account that is specified in writing by the JV at least three (3) Business Days prior to the Closing; and

(iv)  the Keurig Parties, a certificate, dated as of the Closing Date, duly executed by an authorized officer of Co-Investor Limited Partner, certifying that each of the conditions set forth in Section 7.2(a) and Section 7.2(b) has been satisfied.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE KEURIG PARTIES

Except (a) as set forth in the Disclosure Letter delivered to Co-Investor Limited Partner by the Keurig Parties concurrently with the execution and delivery of this Agreement (the “Disclosure Letter”) (it being agreed that disclosure of any item in any section or subsection of the Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent) or (b) except with respect to Section 2.1, Section 2.2, Section 2.3 and Section 2.4, as set forth with reasonable specificity in relation to

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the JV Business based on a plain reading of such disclosure in the Keurig Reports filed or furnished in the three (3) years prior to the Effective Date (excluding any disclosures in such Keurig Reports under the headings “Risk Factors,” “Forward-Looking Statements” or “Quantitative and Qualitative Disclosures About Market Risk” and other disclosures that are predictive, cautionary or forward looking in nature, and excluding any content of such Keurig Reports that have been redacted or omitted pursuant to applicable Law),each of the Keurig Parties hereby represents and warrants to Co-Investor Limited Partner as of the Effective Date and as of the Closing as follows:

Section 2.1 Organization, Good Standing and Qualification.

(a)  Each of the JV Entities is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization, except as would not, individually or in the aggregate, reasonably be expected to be material to the JV Business or prevent, materially delay, or materially impede the performance by the JV Entities of their obligations under this Agreement or the Ancillary Agreements or the consummation of the Transactions. The JV Entities (i) have all requisite corporate or similar power and authority to carry on such portion of the JV Business as is presently conducted by them or as is presently contemplated by them to be conducted and (ii) are qualified to do business and are in good standing as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operation of the JV Entities or conduct of the JV Business conducted by them requires such qualification, except in the case of clauses (i) and (ii) where the failure to be so qualified or in good standing, or to have such power or authority, would not, individually or in the aggregate, reasonably be expected to be material to the JV Business or prevent, materially delay, or materially impede the performance by the JV Entities of their obligations under this Agreement or the Ancillary Agreements or the consummation of the Transactions.

(b)  The Keurig Parties have made available to Co-Investor Limited Partner complete and correct copies of the Organizational Documents of the JV Entities, each as in effect or adopted on the Effective Date. The Organizational Documents of each JV Entity are in full force and effect. No JV Entity is in violation of any provision of its Organizational Documents, except as is not and would not, individually or in the aggregate, reasonably be expected to be material to the JV Business and/or prevent, materially delay or materially impede the ability of the JV Entities to consummate the Transactions.

Section 2.2 Authority; Approval; Enforceability. Each JV Entity has all requisite corporate or other organizational power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is or shall be a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance of this Agreement by each JV Entity has been duly and validly authorized by all necessary organizational action on the part of the JV Entities. The execution, delivery and performance of each of the Ancillary Agreements to which the JV Entities will be a party has been duly and validly authorized by all necessary corporate or other action on the part of such Person. This Agreement and each of the Ancillary Agreements have been duly executed and delivered by the JV Entities and, when executed and delivered by the Co-Investor Limited Partner and the other parties thereto, will constitute a valid and legally binding agreement of the JV Entities, enforceable against such party pursuant to its terms, subject to bankruptcy,

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insolvency, fraudulent conveyance, preferential transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the “Bankruptcy and Equity Exception”).

Section 2.3 No Conflict; Required Filings and Consents.

(a)  The execution, delivery and performance by the JV Entities of this Agreement or the Ancillary Agreements to which such JV Entities are, or at the Closing will be, party or the consummation of the Transactions will not (i) conflict with, breach or violate the Organizational Documents of any JV Entity, (ii) conflict with, breach or violate any Law applicable to the JV Entities or by which any of their respective properties or assets are bound or affected, (iii) result in a violation or revocation of any Permit, (iv) result in the creation of, or require the creation of, any Lien upon any equity securities of the JV Entities or any of their respective assets or properties or (v) with or without notice or lapse of time, or both, result in any breach or violation of or loss of any rights under, or constitute a default under, or give rise to any right of termination, amendment, acceleration or cancellation of, any Contract to which a JV Entity is party any or by which any of their respective properties or assets are bound or require the consent from or notice to a counterparty under any Contract, other than, in the case of clauses (ii)-(v), any such failures to obtain a consent or send a notice or violations, conflicts, breaches, defaults, rights or Liens that is not and would not, individually or in the aggregate, reasonably be expected to be material to the JV Business or materially impede the performance by the JV Entities of their obligations under this Agreement or the Ancillary Agreements or the consummation of the Transactions.

(b)  The execution, delivery and performance by the JV Entities of the this Agreement or the Ancillary Agreements or the consummation of the Transactions by the JV Entities will not require any consent, approval, authorization, waiver or permit of, or filing with or notification to, any Governmental Entity, other than where the failure to obtain such consents, approvals, authorizations, waivers or Permits, or to make such filings or notifications is not and would not, individually or in the aggregate, reasonably be expected to be material to the JV Business or materially impede the consummation of the Transactions by the JV Entities.

Section 2.4 Capitalization; Subsidiaries.

(a)  As of immediately following the Closing, the authorized equity interests and capital structure of the JV shall be as set forth in the A&R LPA. All of the Units have been, or at the Closing will be, duly authorized, and are validly issued, fully paid and non-assessable and were issued in compliance with applicable Law and the JV’s Organizational Documents.

(b)  Section 2.4(b) of the Disclosure Letter sets forth a true, correct and complete list of all of the JV Entities and lists, for each such JV Entity, (i) its name, (ii) its jurisdiction of organization, (iii) its authorized capital stock and other Equity Securities, (iv) the number and type of its issued and/or outstanding Equity Securities and (v) the record and beneficial ownership of such Equity Securities, which, in the case of clauses (iii)-(v), reflect such information both as it exists prior to the consummation of the Restructuring Steps and following consummation of the Restructuring Steps. Except as set forth on Section 2.4(b) of the Disclosure

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Letter, there are no outstanding Equity Securities of the JV Entities. All the outstanding Equity Securities of each JV Entity have been duly authorized, and are validly issued, fully paid and non-assessable and were issued in compliance with applicable Law and their respective Organizational Documents (other than any transfer restrictions imposed by federal, state or provincial securities Laws and those imposed under the Delaware Act or the comparable statute in such JV Entity’s jurisdiction of formation, organization or incorporation).

(c)  Except as set forth herein in connection with the Restructuring Steps, the Keurig U.S. Contribution and the Keurig Parent Contribution, none of the JV Entities is a party to any right of first refusal, right of first offer, proxy, voting agreement, voting trust, registration rights agreement or other similar Contract with respect to any Equity Securities of the JV Entities. Except as set forth herein in connection with the Restructuring Steps, the Keurig U.S. Contribution or the Keurig Parent Contribution, there are no outstanding obligations of any kind to issue, sell, transfer, purchase, repurchase, redeem or otherwise acquire any Equity Securities of the JV Entities. There are no Contracts (including subscriptions, options, warrants, rights, calls, or other arrangements of any kind) or other outstanding obligations, contingent or otherwise, of the JV Entities to purchase, repurchase, redeem or otherwise acquire any Equity Securities of, or provide funding to (in the form of a loan, capital contribution or otherwise) or make any equity or debt investment in, any Person.

Section 2.5 Absence of Liabilities.

(a)  Except as reflected, reserved against or otherwise disclosed in the JV Financial Statements, (x) the JV Entities do not have any Liabilities, and (y) neither the Keurig Partners nor their Subsidiaries have any Liabilities for which the JV Entities are, or at the Closing will be, liable, other than, in the case of clauses (x) and (y), (a) Liabilities that were incurred in the ordinary course consistent with past practice, (b) Liabilities permitted to be incurred in connection with this Agreement, the Ancillary Agreements or the Transactions, and (c) Liabilities that have been incurred in the performance of obligations under Contracts to which a JV Entity is, or will be at the Closing, a party in the ordinary course (other than as a result of any breach thereof by a JV Entity, a Keurig Partner or its Subsidiaries) or that would not, individually or in the aggregate, reasonably be expected to be material to the JV Business.

(b)  Except as set forth on Section 2.5(c) of the Disclosure Letter, the JV Entities do not have, and at the Closing will not have, any Indebtedness.

(c)  Except as set forth on Section 2.5(c) of the Disclosure Letter, neither the JV Entities nor any JV Assets are subject to any Liens, other than Permitted Liens.

Section 2.6 Absence of Certain Changes. Since December 31, 2025 until the Effective Date:

(a)  except as contemplated by this Agreement or any Ancillary Agreements, the JV Business has been operated in the ordinary course of business in all material respects;

(b)  there has not been any change, event, development or circumstance that has had or would reasonably be expected to result in, individually or in the aggregate, a JV Material Adverse Change; and

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(c)  except as contemplated by the Restructuring Steps, no Keurig Party has taken any action which, if taken after the Effective Date, would require the consent of Co-Investor Limited Partner pursuant to Section 5.1.

Section 2.7 Litigation.

(a)  There are no, and since December 31, 2022 there have not been any, Claims pending or threatened in writing or, to the Knowledge of the Keurig Partners, orally, against, by, involving or affecting the JV Entities, the JV Assets or, to the extent relating to or affecting the JV Business, the Keurig Entities, in each case, which would, individually or in the aggregate, reasonably be expected to be material to the JV Business or prevent or materially delay, or materially impede the consummation of the Transactions by the Keurig Parties.

(b)  There are no, and since December 31, 2022 there have not been any, judgments, Orders, writs, injunctions, decrees or awards of any Governmental Entity involving or affecting the JV Entities, the JV Assets or, to the extent relating to or affecting the JV Business, the Keurig Entities, in each case, which would, individually or in the aggregate, reasonably be expected to be material to the JV Business or prevent or materially delay, or materially impede the consummation of the Transactions by the JV Entities.

Section 2.8 Financial Statements.

(a)  Section 2.8(a) of the Disclosure Letter sets forth the audited combined statement of operations, combined statement of comprehensive income, combined statements of cash flows, in each case, of Keurig Parent for the year ended December 31, 2024 and the audited combined balance sheet of Keurig Parent as of December 31, 2024 (together with any notes thereto, the “Keurig Parent Audited Financial Statements”) and the unaudited combined statement of operations, combined statement of comprehensive income, combined statements of cash flows, in each case, of Keurig Parent for the year ended December 31, 2025 and the unaudited combined balance sheet of Keurig Parent as of December 31, 2025 (the “Keurig Parent Unaudited Financial Statements” and, together with the Keurig Parent Audited Financial Statements, the “Keurig Parent Financial Statements”). The Keurig Parent Financial Statements (A) were prepared in accordance with GAAP, subject in the case of the Keurig Parent Unaudited Financial Statements, to normal and recurring year-end adjustments (none of which are material to Keurig Parent or its Subsidiaries either individually or in the aggregate) and the lack of footnotes (which if presented would not be material to Keurig Parent or its Subsidiaries, individually or in the aggregate, or materially different from those in the Keurig Parent Audited Financial Statements), (B) present fairly, in all material respects, the combined financial position and the combined results of operations of Keurig Parent and its Subsidiaries, as of the respective dates thereof or the periods then ended, in each case except as may be noted therein and (C) have been prepared from, and are consistent with, the books and records of Keurig Parent and its Subsidiaries.

(b)  Section 2.8(b) of the Disclosure Letter sets forth certain financial data of the JV Business for the years ended December 31, 2024 and December 31, 2025 (the “JV Financial Statements”). The JV Financial Statements were extracted from the Keurig Parent Financial Statements, and were are prepared in accordance with GAAP using the same principles,

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methodology, and practices used to extract the underlying data that were used to prepare the Keurig Parent Financial Statements. The JV Financial Statements present fairly, in all material respects, the combined financial position and the combined results of operations of JV Business, as of the respective dates thereof or the periods then ended, in each case except as may be noted therein.

(c)  The JV Financial Statements and Section 2.8(b) are qualified by the fact that (A) the JV Business has not operated on a standalone basis and has historically been reported within Keurig Parent’s consolidated financial statements, (B) the Keurig Parent Financial Statements assume certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the JV Business would incur on a standalone basis, and (C) the JV Financial Statements (1) were not subject to an audit or any year-end close process with normal year-end adjustments (such as tax computations, intercompany eliminations) and (2) were calculated on the following basis: (A) balances were calculated on a constant currency basis; (B) without reflecting corporate overlay adjustments in respect of leases, asset retirement obligations, audit, stock compensation, restructuring accruals and (C) do not reflect certain adjustments related to different bases of financial reporting required as a result of the carve out accounting (such as goodwill).

(d)  Keurig Parent has established and maintains a system of internal accounting controls sufficient to provide reasonable assurance that transactions are recorded as necessary to permit preparation of the Keurig Parent Financial Statements and the JV Financial Statements in conformity with GAAP, except for any deficiency that, individually or in the aggregate, would not reasonably be expected to be material to the JV Business.

Section 2.9 Compliance with Laws; Permits

(a)  Since December 31, 2022, the JV Entities and, to the extent relating to or affecting the JV Business, the Keurig Entities and except as would not, individually or in the aggregate, reasonably be expected to be material to the JV Business (i) have not been, and are not, in violation of any Laws or Orders (including Laws with respect to the collection or use of Personal Information), and (ii) have not received any fine, citation, notification or communication from any Governmental Entity or other Person nor, to the Knowledge of the Keurig Partners, has any notice, action or assertion been filed or commenced against the JV Entities or, to the extent relating to or affecting the JV Business, the Keurig Entities, (A) asserting that such Person is not in compliance with any Law or Order or (B) threatening to revoke any Permit owned by the JV Entities and, to the extent relating to or affecting the JV Business, the Keurig Entities or otherwise used or held by the JV Business. Neither the JV Entities, nor, to the extent related to the JV Business, the Keurig Entities, in each case are, or since December 31, 2022 have been, under investigation with respect to, or been given notice of, any violation of any applicable Law or Order except as would not, individually or in the aggregate, reasonably be expected to be material to the JV Business.

(b)  Except as set forth on Section 2.9(b) of the Disclosure Letter, the JV Entities have, or at the Closing will have, all Permits necessary to own and operate the JV Assets and to carry on the JV Business as presently conducted and as is presently contemplated to be conducted except as would not, individually or in the aggregate, reasonably be expected to be

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material to the JV Business. All such Permits are valid and in good standing and full force and effect. The Keurig Parties or their Affiliates have obtained, and since December 31, 2022 have been in compliance with, all Permits issued or granted by a Governmental Entity to the extent necessary to validly and lawfully conduct such portion of the JV Business, except those the absence of which would not, individually or in the aggregate, reasonably be expected to be material to the JV Business. There are no, and since December 31, 2022 there have not been, any Claims pending or threatened in writing or, to the Knowledge of the Keurig Partners, orally, in each case in writing, that would reasonably be expected to result in the termination, revocation, cancellation, suspension, invalidation or modification of any such Permit, except for such Claims which would not, individually or in the aggregate, reasonably be expected to be material to the JV Business. To the Knowledge of the Keurig Partners, no event has occurred or circumstance exists that, with or without notice or lapse of time or both, would reasonably be expected to result in the termination, revocation, cancellation, suspension, invalidation or modification, default or violation of any such Permit except as would not, individually or in the aggregate, reasonably be expected to be material to the JV Business.

(c)  Except as would not, individually or in the aggregate, reasonably be expected to be material to the JV Business, since December 31, 2022, (i) none of the JV Entities nor, to the extent relating to or affecting the JV Business, the Keurig Entities has violated any applicable Law relating to anti-bribery or anti-corruption, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the U.K. Bribery Act 2010, in each case, as in effect at the time of such action (any such Law, an “Anti-Corruption Law”), and (ii) no director, officer, or, to the Knowledge of the Keurig Partners, agent, employee, representative, consultant, joint venture partner or other Person acting for or on behalf of the JV Entities or Keurig Entities has, with respect to the JV Business, violated any Anti-Corruption Law. Through the Effective Date, none of the JV Entities nor, to the extent related to the JV Business, the Keurig Entities has received any written notice alleging any such violation of any Anti-Corruption Law.

(d)  Since December 31, 2022, (i) neither the JV Entities nor, to the extent related to the JV Business, the Keurig Entities has (x) violated applicable Sanctions, (y) engaged in a transaction or dealing, direct or indirect, with or involving a Sanctioned Country or Sanctioned Person or (z) been the subject of or otherwise involved in an investigation or enforcement action by any Governmental Entity or other Claim with respect to any actual or alleged violations of Sanctions, and has not been notified of any such pending Claims, Claims threatened in writing or, to the Knowledge of the Keurig Partners, oral Claims and (ii) JV Entities nor, to the extent related to the JV Business, the Keurig Entities, nor any of their respective directors, officers, or to the Keurig Partners’ Knowledge, any agent, employee, representative, consultant, joint venture partner or other Person acting for or on behalf of the foregoing has been a Sanctioned Person.

(e)  Since December 31, 2022, (i) neither the JV Entities nor, to the extent related to the JV Business, the Keurig Entities have (i) violated applicable Trade Control Laws or (ii) been the subject of or otherwise involved in an investigation or enforcement action by any Governmental Entity or other Claim with respect to any actual or alleged violations of Trade Control Laws, and have not been notified in writing of any such pending Claims, Claims threatened in writing or, to the Knowledge of the Keurig Partners, oral Claims.

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(f)  The JV Entities and, to the extent related to the JV Business, each Keurig Entity have implemented and maintained policies and procedures to promote compliance with Anti-Corruption Laws, Sanctions and Trade Control Laws.

Section 2.10   Sufficiency of Assets.

(a)  Except as would not be, individually or in the aggregate, reasonably likely to be material to the JV Business, taking into account this Agreement, the Ancillary Agreements and the Transactions, as of the Effective Date the Keurig Parties or their Affiliates have, and as of the Closing the JV Entities will have, good and valid title to, or a valid leasehold interest in, the JV Assets (including all Real Property but excluding any Excluded Assets). The JV Assets, together with the rights, services and licenses provided to the JV under the Ancillary Agreements (which, for the avoidance of doubt, shall include the Real Property and the rights granted to the JV pursuant to the IP License Agreement but shall not otherwise include the Excluded Assets) constitute all of the assets, properties, rights (including Contracts and rights to Intellectual Property), privileges and interests of whatever kind or nature, real or personal or mixed, tangible or intangible, used in or necessary to conduct the JV Business as presently conducted and as is presently contemplated to be conducted, consistent with past practices and are sufficient for the continued conduct of the JV Business after the Closing in substantially the same manner as conducted prior to the Closing, it being understood that no assets expressly identified as Excluded Assets or outside the scope of the Ancillary Agreements shall be required for such operation.

(b)  Except as would not, individually or in the aggregate, reasonably be expected to be material to the JV Business, all improvements, fixtures, machinery, equipment, and other tangible JV Assets for use in the JV Business are in good operating condition, ordinary wear and tear excepted, have been regularly and properly serviced and maintained in the ordinary course of business consistent with past practice in a manner that, to the Knowledge of the Keurig Partners, would not void or limit the coverage of any warranty thereon.

Section 2.11   Keurig IP

(a)  Except as would not, individually or in the aggregate, reasonably be expected to be material to the JV Business: (i) the Keurig Parties or their Affiliates, as applicable, own the Keurig IP to be licensed or sublicensed to the JV under the Main JV Agreements as of the Closing, free and clear of all Liens other than Permitted Liens, or license such Keurig IP pursuant to a valid Contract to which such Keurig Party or Affiliate is a party, (ii) since December 31, 2022, (x) the conduct and operations of the JV Business have not and, as presently conducted, do not infringe, misappropriate, or otherwise, violate any Intellectual Property owned by any other Person, (y) to the Knowledge of the Keurig Partners, no Person has infringed, misappropriated or otherwise violated, or is infringing, misappropriating or otherwise violating, any Keurig IP, and (z) no Keurig Parties or their Affiliates has received from or delivered to any Person written notice of a Claim for any such actual, alleged, or suspected infringement, misappropriation or other violation.

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(b)  The Keurig Parties and their Affiliates have taken commercially reasonable steps designed to protect and maintain the secrecy, and confidentiality of all Trade Secrets included in the Keurig IP.

(c)  Since December 31, 2022, all current and former employees, consultants and contractors of the Keurig Parties or their Affiliates who have created, developed or authored material Keurig IP (i) have assigned to the Keurig Parties (or their Affiliates) their rights in such Keurig IP as a matter of Law or (ii) are subject to customary confidentiality and invention assignment agreements.

(d)  The IT Systems are in good working order and condition in all material respects, and the Keurig Parties and their Affiliates have in place commercially reasonable administrative, technical and physical safeguards designed to protect the confidentiality, integrity and security of the IT Systems and data used in the JV Business from unauthorized access or use.

Section 2.12   Real Property

(a)  Section 2.12(a) of the Disclosure Letter sets forth a correct and complete list as of the Effective Date, of all Owned Real Property. Except in any such case as would not, individually or in the aggregate, reasonably be expected to be material to the JV Business, the JV Entities have good and valid title to the Owned Real Property, free and clear of all Liens except for Permitted Liens. No party has any right of first offer, right of first refusal or purchase option with respect to any Owned Real Property.

(b)  Section 2.12(b) of the Disclosure Letter sets forth a correct and complete list of all the Leased Real Property and the Leases used in or held for use in the JV Business. The Keurig Partners have made available to Co-Investor Limited Partner complete and accurate copies of all Leases. Each Lease is, and following the Closing and after giving effect to the Transactions will be, legal, valid, binding, enforceable and in full force and effect. The Keurig Parties and their Affiliates have a valid leasehold interest in all Leased Real Property, free and clear of all Liens, except Permitted Liens. Except in any such case as would not, individually or in the aggregate, reasonably be expected to be material to the JV Business, (i) none of the Keurig Parties or their Affiliates nor, to the Knowledge of the Keurig Partners, any other party to the Lease is in breach or default under such Lease and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default or permit the termination, modification or acceleration of rent under such Lease and (ii) no Leased Real Property violates any applicable building code, zoning requirement or other Law relating to such property or operations thereon.

(c)  Except as set forth on Section 2.12(c) of the Disclosure Letter neither the Keurig Parties nor their Affiliates has transferred or assigned any interest in any Real Property or any Lease (including the collateral assignment or granting of any other security interest in such Real Property or Lease or any interest therein) other than a Permitted Lien, nor have the Keurig Parties or their Affiliates leased, subleased or otherwise granted rights of use or occupancy of any of the Real Property to any other Person or entity except, in each case, to the Keurig Parties or their Affiliates.

(d)  Except as set forth on Section 2.12(d) of the Disclosure Letter, to the knowledge of the Keurig Parties, the Keurig Parties and their Affiliates have not received notice in writing

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of any pending, and there are no threatened, condemnation, rezoning, taking, eminent domain or similar proceeding with respect to any material part of the Real Property. Except as would not materially interfere with the present uses of the improvements on any Real Property or as would not reasonably be expected to be material to the JV Business, taken as a whole, the improvements located on the Real Property are in reasonably good working order and condition for use in the JV Business, ordinary wear and tear excepted.

Section 2.13   Insurance. All material fire and casualty, general liability, business interruption, product liability and sprinkler and water damage insurance policies maintained by the Keurig Parties or their Affiliates with respect to the JV Business (“Insurance Policies”) (i) are with reputable insurance carriers, (ii) provide full and adequate coverage for all normal risks incident to the JV Business, (iii) are sufficient for compliance with applicable Laws and any material Contracts and (iv) are in character and amount at least equivalent to that carried by Persons engaged in similar businesses and subject to the same or similar perils or hazards, except for any such failures to maintain Insurance Policies that would not, individually or in the aggregate, reasonably be expected to be material to the JV Business. Each Insurance Policy is valid, binding and in full force and effect and all premiums due with respect to all Insurance Policies have been paid except as would not, individually or in the aggregate, reasonably be expected to be material to the JV Business.

Section 2.14   No Employees. Other than with respect to KCULC (as defined in Schedule 3), as of the Effective Date, and after giving effect to the Transactions, the JV Entities will have no employees.

Section 2.15   No Other Business. The JV has been formed solely for the purpose of engaging in the Transactions and, following the Closing, holding the JV Assets. The JV has not engaged, and will not engage prior to Closing, in any business activities other than those that are incidental to the Transactions and will have incurred no Liabilities or obligations other than those that are in relation to this Agreement, the Ancillary Agreements and the Transactions.

Section 2.16   Brokers and Finders. No Keurig Party has employed any investment banker, broker or finder or incurred or shall incur any Liability for any brokerage payments, investment banking fees, commissions, finders’ fees or other similar payments in connection with the Transactions, except that the Keurig Partners or their Affiliates has employed Goldman Sachs & Co. LLC as its financial advisor in connection with the Transactions. The Keurig Partners are solely responsible for the fees and expenses of Goldman Sachs & Co. LLC.

Section 2.17   Taxes.

(a)  All income and other material Tax Returns required to be filed by or with respect to the JV Entities have been timely filed and all such Tax Returns are true, correct and complete in all material respects. All income and other material Taxes required to be paid by or with respect to the JV Entities and the JV Assets (whether or not shown on any such Tax Return) have been paid to the proper Tax Authority or properly reserved for in accordance with applicable accounting principles. All material amounts that are required by law to be deducted, withheld or

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collected on payments to third parties by or with respect to the JV Entities and the JV Assets have been deducted, withheld and collected and have been remitted to the proper Tax Authority.

(b)   (i) No waiver or extension of any statute of limitations period for Taxes is currently in effect with respect to the JV Entities and the JV Assets, (ii) none of the JV Entities or the JV Assets are the subject of an audit or other examination relating to the payment of material Taxes, (iii) no written notice from any Tax Authority has been received that such an audit or examination described in clause (ii) is contemplated or pending, (iv) none of the JV Entities or the JV Assets are the subject of any assessment or other deficiency proceeding with respect to material Taxes, and (v) there are no Liens on the JV Assets for any failure to pay material Taxes (other than Permitted Liens).

(c)   No JV Entity (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than a U.S. federal income Tax consolidated group the common parent of which is Keurig Parent), (ii) has liability for the Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, or by Contract (excluding customary commercial agreements entered into in the ordinary course of business and the primary purpose of which does not relate to Taxes), (iii) has participated in any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b), (iv) has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code, (v) is a party to any Tax allocation or sharing agreement or similar arrangement or (vi) has an outstanding request for, or has received, a written ruling from a Tax Authority or entered into any written agreement with a Tax Authority with respect to any Taxes.

(d)   KCULC is, and has been since its conversion from Keurig Canada Inc. to an unlimited liability company, properly treated as a disregarded entity for U.S. federal income Tax purposes. KCM is, and has been since its inception, properly treated as a disregarded entity for U.S. federal income Tax purposes. The JV (i) had been properly treated as a disregarded entity since its inception and prior to the KCULC Contribution and (ii) is, and has been since the KCULC Contribution, properly treated as a partnership for U.S. federal income Tax purposes.

(e)   No Claim has been made in writing by any Tax Authority in a jurisdiction where a JV Entity does not file Tax Returns that such JV Entity is or may be subject to taxation with respect to the JV Assets in that jurisdiction.

(f)   No JV Entity will be required to include or accelerate any material item of income in, or exclude or defer any material item of deduction from, taxable income for any period (or any portion thereof) ending after the Closing Date as a result of any (i) installment sale or open transaction disposition on or prior to the Closing Date, (ii) accounting method change or agreement with any Governmental Entity filed or made on or prior to the Closing Date or use of an improper method of accounting on or prior to the Closing Date, (iii) prepaid amount received or deferred revenue accrued on or prior to the Closing or (iv) intercompany transaction or excess loss account described in Section 1502 of the Code (or any similar provision of state, local or foreign law).

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Section 2.18   Contracts. Except as set forth on Section 2.18 of the Disclosure Letter, as of immediately following the Closing, the JV Entities will not have any Contracts with the Keurig Partners or any of their Affiliates other than this Agreement and the Ancillary Agreements.

Section 2.19   Environmental Matters.

(a)  Each of the JV Entities and, to the extent relating to or affecting the JV Business, the Keurig Entities is and, since December 31, 2022, has been, in compliance with all Environmental Laws and Environmental Permits obtained or necessary for the ownership and operation of the JV Assets and the conduct of the JV Business, except for any noncompliance that would not, individually or in the aggregate, be material to the JV Business.

(b)  All Environmental Permits necessary for the ownership and operation of the JV Assets and the conduct of the JV Business as currently conducted have been obtained by the Keurig Parties or their Affiliates, are valid and in full force and effect, and there are no Claims pending or, to the Knowledge of the Keurig Partners, threatened to revoke, terminate, cancel, suspend or materially modify any such Environmental Permit, except as would not, individually or in the aggregate, be material to the JV Business.

(c)  There has been no Release, treatment, storage, handling, transport, or arrangement for disposal of, exposure of any Person to, or contamination by any Hazardous Substances at, on, under or migrating to or from, and Hazardous Materials are not present at, any property or facility, including any Real Property included in the JV Assets or utilized in connection with the JV Business, in each case in a manner or amount that has resulted in, or would reasonably be expected to result in, an obligation to investigate, remediate or otherwise respond, or other Liability, under Environmental Laws for the JV Business, except as would not, individually or in the aggregate, be material to the JV Business.

(d)  (i) Since December 31, 2022, no Environmental Claims have been received by, and there are no Environmental Claims pending or, to the Knowledge of the Keurig Partners, threatened against, the JV Entities nor, to the extent relating to or affecting the JV Business, the Keurig Entities, and (ii) there are no environmental liens filed or recorded against any Real Property included in the JV Assets, except in each case of (i) and (ii) as would not, individually or in the aggregate, be material to the JV Business.

(e)  No JV Entity or, to the extent relating to or affecting the JV Business, any Keurig Entity has assumed, undertaken, or provided an indemnity with respect to, any Liabilities of any other Person under any Environmental Laws or concerning any Hazardous Substances, except as would not, individually or in the aggregate, be material to the JV Business.

(f)  Without limiting the foregoing, to the Knowledge of the Keurig Partners, the materials used in the manufacture of Products by the JV Business and in Product packaging are, and since December 31, 2022 have been, in compliance with all Environmental Laws that regulate the chemical content or composition of, or environmental stewardship for, materials or packaging in each jurisdiction where the JV Business or its contractors, suppliers, or other supply chain participants operate, source, manufacture, transport, or sell Products, including extended

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producer responsibility and recyclability labeling, except for any noncompliance that would not, individually or in the aggregate, be material to the JV Business.

Section 2.20   No Other Representations or Warranties. Each of the Keurig Parties acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IV, the certificate contemplated by Section 1.3(c)(iv) or any Ancillary Agreement, neither Co-Investor Limited Partner nor any other Person has made any express or implied representation or warranty with respect to the Transactions or with respect to the accuracy or completeness of any other information provided, or made available, to the Keurig Parties or any of their Subsidiaries or their respective Affiliates in connection with the Transactions, and the Keurig Parties have not relied on any representation or warranty other than those expressly set forth in Article IV, the certificate contemplated by Section 1.3(c)(iv) or any Ancillary Agreement. Without limiting the generality of the foregoing sentence, the Keurig Parties acknowledge and agree that they have not relied on any other information provided, or made available, to the Keurig Parties or any of their Subsidiaries or their respective Affiliates in connection with the Transactions, and that neither Co-Investor Limited Partner nor any of its Affiliates or any other Person shall be subject to any Liability to the Keurig Parties or any other Person resulting from (a) any misrepresentation by Co-Investor Limited Partner or its Affiliates or any other Person with respect to such information or (b) the Keurig Parties’ use of, or the use by any of its Affiliates or any other Person of, any such information, unless such information is expressly and specifically included in a representation or warranty set forth in Article IV, the certificate contemplated by Section 1.3(c)(iv) or any Ancillary Agreement. The Keurig Parties expressly disclaim any express or implied representation or warranty with respect to the JV Business (including any implied warranties that may otherwise be applicable because of the provisions of the UCC or any other applicable Law, including the warranties of merchantability and fitness for a particular purpose) or with respect to the accuracy or completeness of any other information provided, or made available, to Co-Investor Limited Partner or any of its Subsidiaries or their respective Affiliates in connection with the Transactions (including information, documents, projections, forecasts or other material made available to Co-Investor Limited Partner, its Affiliates or their respective agents or Representatives in any “data rooms,” teaser, confidential information memorandum, management presentations or otherwise in connection with the Transactions or any misrepresentation or omission by the Keurig Parties or their Affiliates or any other Person with respect to any such information) other than those expressly set forth in Article II, Article III, the certificates contemplated by Section 1.3(a)(vi) or Section 1.3(b)(v) or any Ancillary Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE KEURIG PARTNERS

The Keurig Partners hereby represent to Co-Investor Limited Partner as of the Effective Date and as of the Closing as follows:

Section 3.1 Title. Keurig USA Partner has good and valid title to all the Units of the JV outstanding as of immediately prior to the Keurig U.S. Contribution, free and clear of all Liens. Other than this Agreement, no Keurig Partner a party to (a) any option, warrant, purchase right or other Contract or commitment that could require such it to sell, transfer or

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otherwise dispose of any Units or (b) any voting trust, proxy, or other agreement or understanding with respect to the voting of any equity securities of the JV.

Section 3.2 Organization, Good Standing and Qualification. Each of the Keurig Partners is a legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization except as would not, individually or in the aggregate, reasonably be expected to be material to the JV Business or prevent, materially delay or materially impede the performance by the JV of its obligations under this Agreement or the Ancillary Agreements or the consummation of the Transactions. Each of the Keurig Partners (i) has all requisite corporate or similar power and authority to carry on its business as is presently conducted and (ii) is qualified to do business and are in good standing as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except in the case of clauses (i) and (ii) where the failure to be so qualified or in good standing, or to have such power or authority, would not, individually or in the aggregate, reasonably be expected to be material to the JV Business or prevent, materially delay or materially impede the performance by the Keurig Partners of their obligations under this Agreement or the Ancillary Agreements or the consummation of the Transactions.

Section 3.3 Authority; Approval; Enforceability. The Keurig USA Partner has, and the Keurig Lux Partner will have upon execution of the joinder pursuant to Section 10.6, all requisite corporate or other organizational power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is or shall be a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance of this Agreement by the Keurig USA Partner has been, and, in the case of the Keurig Lux Partner, will have been upon the execution of the joinder pursuant to Section 10.6, duly and validly authorized by all necessary organizational action on the part of the Keurig Partners. The execution, delivery and performance of each of the Ancillary Agreements to which the Keurig Partners will be a party has been, and, in the case of the Keurig Lux Partner, will have been upon the execution of the joinder pursuant to Section 10.6, duly and validly authorized by all necessary corporate or other action on the part of the Keurig Partners. This Agreement and each of the Ancillary Agreements have been duly executed and delivered by the Keurig USA Partner, and will have been duly executed and delivered by the Keurig Lux Partner upon execution of the joinder pursuant to Section 10.6, and, when executed and delivered by the other parties thereto, will constitute a valid and legally binding agreement of the Keurig Partners, enforceable against such party pursuant to its terms, subject to the Bankruptcy and Equity Exception.

Section 3.4 No Conflict; Required Filings and Consents.

(a)  The execution, delivery and performance by the Keurig Partners of this Agreement or the Ancillary Agreements to which the Keurig Partners are, or at the Closing will be, party or the consummation of the Transactions will not (i) conflict with, breach or violate the Organizational Documents of the Keurig Partners, (ii) conflict with, breach or violate any Law applicable to the Keurig Partners or by which any property or asset of the Keurig Partners is bound or affected, or (iii) with or without notice or lapse of time, or both, result in any breach or violation of or loss of any rights under, or constitute a default under, or give rise to any right of

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termination, amendment, acceleration or cancellation of, any Contract to which a Keurig Partner is party any or by which any of their respective properties or assets are bound or require the consent from or notice to a counterparty under any Contract, other than, in the case of clauses (ii) and (iii), any such failures to obtain a consent or send a notice or violations, conflicts, breaches or defaults that is not and would not, individually or in the aggregate, reasonably be expected to be material to the JV Business or materially impede the consummation of the Transactions by the Keurig Partners.

(b)  The execution, delivery and performance by the Keurig Partners of this Agreement or the Ancillary Agreements to which the Keurig Partners are, or at the Closing will be, party or the consummation of the Transactions by the Keurig Partners will not require any consent, approval, authorization, waiver or permit of, or filing with or notification to, any Governmental Entity, other than where the failure to obtain such consents, approvals, authorizations, waivers or Permits, or to make such filings or notifications is not and would not, individually or in the aggregate, reasonably be expected to be material to the JV Business or materially impede the consummation of the Transactions by the Keurig Partners.

Section 3.5 Litigation.

(a)  There are no Claims pending or, to the Knowledge of the Keurig Partners, threatened, in each case in writing, against the Keurig Partners which would, individually or in the aggregate, reasonably be expected to prevent or materially delay, or materially impede the performance by the Keurig Partners of their obligations under this Agreement or the Ancillary Agreements or the consummation of the Transactions.

(b)  No Keurig Partner is party to or subject to the provisions of any judgment, Order, writ, injunction, decree or award of any Governmental Entity which would, individually or in the aggregate, reasonably be expected to be material to the JV Business or prevent or materially delay, or materially impede the performance by the Keurig Partners of their obligations under this Agreement or the Ancillary Agreements or the consummation of the Transactions.

Section 3.6 Solvency. Each of the Keurig Partners is, and, after giving effect to the Transactions, including the payment of any related fees and expenses, at and immediately after the Closing, will be, Solvent, and no Keurig Partner is entering into this Agreement with the intent to hinder, delay or defraud either present or future creditors of the Keurig Partners or any of their Subsidiaries or any other Person.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF CO-INVESTOR LIMITED PARTNER

Co-Investor Limited Partner hereby represents and warrants to the Keurig Partners and the JV as of the Effective Date and as of the Closing as follows:

Section 4.1 Organization, Good Standing and Qualification. Co-Investor Limited Partner is a legal entity duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization, except as would not, individually or in the aggregate, materially delay or materially impede the performance by Co-Investor Limited

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Partner of its obligations under this Agreement or the Ancillary Agreements or the consummation of the Transactions. Co-Investor Limited Partner (i) has all requisite corporate or similar power and authority to carry on its business as is presently conducted and (ii) is qualified to do business and are in good standing as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except in the case of clauses (i) and (ii) where the failure to be so qualified or in good standing, or to have such power or authority, would not, individually or in the aggregate, reasonably be expected prevent, materially delay, or materially impede the performance by Co-Investor Limited Partner of its obligations under this Agreement or the Ancillary Agreements or the consummation of the Transactions.

Section 4.2 Authority; Approval; Enforceability. Co-Investor Limited Partner has all requisite corporate or other organizational power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is or shall be a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance of this Agreement by Co-Investor Limited Partner has been duly and validly authorized by all necessary organizational action on the part of Co-Investor Limited Partner. The execution, delivery and performance of each of the Ancillary Agreements to which Co-Investor Limited Partner will be a party has been duly and validly authorized by all necessary corporate or other action on the part of Co-Investor Limited Partner. This Agreement and each of the Ancillary Agreements have been duly executed and delivered by Co-Investor Limited Partner and, when executed and delivered by the other parties thereto, will constitute a valid and legally binding agreement of Co-Investor Limited Partner, enforceable against such party pursuant to its terms, subject to the Bankruptcy and Equity Exception.

Section 4.3 No Conflict; Required Filings and Consents.

(a)  The execution, delivery and performance by the Co-Investor Limited Partner of this Agreement or the Ancillary Agreements to which the Co-Investor Limited Partner is, or at the Closing will be, party or the consummation of the Transactions will not (i) conflict with, breach or violate the Organizational Documents of Co-Investor Limited Partner, (ii) conflict with, breach or violate any Law applicable to Co-Investor Limited Partner or by which any property or asset of Co-Investor Limited Partner is bound or affected, or (iii) with or without notice or lapse of time, or both, result in any breach or violation of or loss of any rights under, or constitute a default under, or give rise to any right of termination, amendment, acceleration or cancellation of, any Contract to which a Co-Investor Limited Partner is party any or by which any of their respective properties or assets are bound or require the consent from or notice to a counterparty under any Contract, other than, in the case of clauses (ii) and (iii), any such failures to obtain a consent or send a notice or violations, conflicts, breaches or defaults that have not had and would not, individually or in the aggregate, reasonably be expected to prevent, materially delay, or materially impede the consummation of the Transactions by the Co-Investor Limited Partner.

(b)  The execution, delivery and performance by the Co-Investor Limited Partner of this Agreement or the Ancillary Agreements to which the Co-Investor Limited Partner is, or at the Closing will be, party or the consummation of the Transactions by Co-Investor Limited Partner will not require any consent, approval, authorization, waiver or permit of, or filing with

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or notification to, any Governmental Entity, other than where the failure to obtain such consents, approvals, authorizations, waivers or permits, or to make such filings or notifications has not had and would not, individually or in the aggregate, reasonably be expected to prevent, materially delay, or materially impede the consummation of the Transactions by the Co-Investor Limited Partner.

Section 4.4 Acquisition Entirely for Own Account. (a) The Units being acquired by Co-Investor Limited Partner are being acquired for investment for Co-Investor Limited Partner’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, (b) Co-Investor Limited Partner has no present intention of selling, transferring or otherwise distributing the same and (c) except as set forth in the Ancillary Agreements, Co-Investor Limited Partner does not have any contract, agreement or other arrangement with any other Person to sell, transferor otherwise distribute the Units being acquired by Co-Investor Limited Partner to any other Person (it being acknowledged that the foregoing clauses (a) through (c) shall not be a limitation on the sale of notes or issuance of debt by the Co-Investor Limited Partner, which shall be excluded from this Section 4.4).

Section 4.5 Litigation.

(a)  There are no Claims pending or, to the Knowledge of Co-Investor Limited Partner, threatened in each case in writing, against Co-Investor Limited Partner which would, individually or in the aggregate, reasonably be expected to prevent or materially delay, or materially impede the consummation of the Transactions by the Co-Investor Limited Partner.

(b)  Co-Investor Limited Partner is not party to or subject to the provisions of any judgment, Order, writ, injunction, decree or award of any Governmental Entity which would, individually or in the aggregate, reasonably be expected to prevent or materially delay, or materially impede the consummation of the Transactions by the Co-Investor Limited Partner.

Section 4.6 Equity Commitment Letter. The obligations of Co-Investor Limited Partner under this Agreement and the other Ancillary Agreements are not contingent on the receipt or availability of any funds or financing, and Co-Investor Limited Partner acknowledges and agrees that it is not a condition to the Closing that Co-Investor Limited Partner obtain financing for or relating to the transactions contemplated hereby. The A&R Commitment Letter is valid and in full force and effect, except as enforceability may be limited by Bankruptcy and Equity Exceptions. Except as specifically set forth in the A&R Commitment Letter, there are no conditions precedent to the obligation of Co-Investors to fund the amounts contemplated under the A&R Commitment Letter.

Section 4.7 Brokers and Finders. Co-Investor Limited Partner has not employed any investment banker, broker or finder or incurred or shall incur any Liability for any brokerage payments, investment banking fees, commissions, finders’ fees or other similar payments in connection with the Transactions.

Section 4.8 Independent Investigation; Investment Experience.

(a)  Co-Investor Limited Partner has conducted its own independent review and analysis of the business, operations, assets, Liabilities, results of operations, financial condition

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and prospects of the JV and has been provided access to the books and records of the JV sufficient to make an informed investment decision regarding its acquisition of the Units and entry into this Agreement.

(b)  Co-Investor Limited Partner has such knowledge and experience in financial and business matters to enable Co-Investor Limited Partner to evaluate the merits and risks of an investment in the Units and to make an informed investment decision and understands that (i) such investment is suitable only for an investor that is able to bear the economic consequences of losing its entire investment, (ii) the acquisition of the Units hereunder is a speculative investment that involves a high degree of risk of loss of the entire investment and (iii) there are substantial restrictions on the transferability of, and there is no public market for, the Units.

Section 4.9 No Other Representations or Warranties. Co-Investor Limited Partner acknowledges and agrees that, except for the representations and warranties expressly set forth in Article II, Article III, the certificates contemplated by Section 1.3(a)(vi) or Section 1.3(b)(v) or the Ancillary Agreements, none of the Keurig Parties nor any other Person has made any express or implied representation or warranty with respect to the Transactions or with respect to the accuracy or completeness of any other information provided, or made available, to Co-Investor Limited Partner or any of its Subsidiaries or their respective Affiliates in connection with the Transactions, and Co-Investor Limited Partner has not relied on any representation or warranty other than those expressly set forth in Article II, Article III, the certificates contemplated by Section 1.3(a)(vi) or Section 1.3(b)(v) or the Ancillary Agreements. Without limiting the generality of the foregoing sentence, Co-Investor Limited Partner acknowledges and agrees that it has not relied on any other information provided, or made available, to Co-Investor Limited Partner or any of its Subsidiaries or their respective Affiliates in connection with the Transactions, and that none of the Keurig Parties nor their Affiliates or any other Person shall be subject to any Liability to Co-Investor Limited Partner or any other Person resulting from (a) any misrepresentation by the Keurig Parties or their Affiliates or any other Person with respect to such information or (b) Co-Investor Limited Partner’s use of, or the use by any of its Affiliates or any other Person of, any such information, unless such information is expressly and specifically included in a representation or warranty set forth in Article II, Article III, the certificates contemplated by Section 1.3(a)(vi) or Section 1.3(b)(v) or the Ancillary Agreements. The Co-Investor Limited Partner expressly disclaims any express or implied representation or warranty with respect to the Transactions or with respect to the accuracy or completeness of any other information provided, or made available, to Co-Investor Limited Partner or any of its Subsidiaries or their respective Affiliates in connection with the Transactions other than those expressly set forth in Article IV, the certificate contemplated by Section 1.3(c)(iv) or any Ancillary Agreement.

ARTICLE V

PRE-CLOSING COVENANTS

Section 5.1 Conduct of Business. Except as expressly required or permitted by this Agreement, from the Effective Date until the earlier of the Closing or termination of this Agreement pursuant to Section 8.1 (the “Interim Period”), unless Co-Investor Limited Partner shall otherwise approve in writing (such approval not to be unreasonably withheld or delayed),

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and except as reasonably required or necessary to effect the JDEP Acquisition or the Transactions, or as required by Law, the Keurig Parties and their respective Affiliates shall:

(a)  conduct the JV Business in the ordinary course of business in all material respects and use commercially reasonable efforts to maintain the JV Business and the JV Assets in substantially the same condition as they exist as of the Effective Date (normal wear and tear excepted), except, in each case, as may be reasonably required or necessary to respond to any emergency relating to protection of life or material property;

(b)  not take any action that, if taken after the Closing, would have been prohibited without the prior approval of the Co-Investor Limited Partner pursuant to the A&R LPA (which, for avoidance of doubt, includes all Unanimous Approval Matters (as defined in the A&R LPA));

(c)  not take any action that would reasonably be expected to prevent, materially delay or materially impair the consummation of the Transactions;

(d)  not permit the JV Entities to incur or otherwise have any Liability for any Indebtedness; and

(e)  promptly notify Co-Investor Limited Partner in writing of any fact, circumstance, event or action that is discovered or arises after the Effective Date, the existence, occurrence or taking of which has had, or would reasonably be expected to have, a material and adverse effect on the JV entities or the JV Business.

Section 5.2 Cooperation. During the Interim Period, upon the terms and subject to the conditions set forth in this Agreement, each of the Parties agrees to use its reasonable best efforts to take or cause to be taken all action, to do or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make effective, in the most expeditious manner practicable, the Transactions, including, but not limited to, the satisfaction of the conditions precedent to the obligations of any of the Parties. During the Interim Period, to the extent of the Knowledge of the Keurig Partners, the Keurig Partners shall promptly notify Co-Investor Limited Partner in writing of any fact, circumstance, event or action the existence, occurrence or taking of which has resulted in, or could reasonably be expected to prevent, materially delay or materially impair the consummation of the Transactions.

Section 5.3  Consents. During the Interim Period, the Keurig Parties shall, and shall cause their Affiliates to, use commercially reasonable efforts to obtain or make, or cause to be obtained or made, any consent, approval, authorization, waiver or permit of, or filing with or notification to, any Person that is reasonably required in order to consummate the Transactions, including to assign or transfer the JV Assets to the JV Entities and to consummate the Restructuring Steps at or prior to the Closing.

Section 5.4 Access. During the Interim Period, the Keurig Parties shall (and shall cause their Subsidiaries to), at Co-Investor Limited Partner’s reasonable request, solely to the extent reasonably required or reasonably requested in connection with the consummation of the Transactions in accordance with the terms hereof, provide Co-Investor Limited Partner and

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its Representatives with reasonable access to (i) Keurig Parties’ and their Subsidiaries’ books and records (including copies reasonably needed to address transition planning for the JV Business) to the extent relating to the JV Business or the JV Assets; (ii) to the extent reasonably consistent with their access prior to the Effective Date, senior management responsible for the JV Business; and (iii) such other information relating to the JV Business and the JV Assets as Co-Investor Limited Partner or any of its Representatives may reasonably request; provided that nothing in this Section 5.4 shall require any Keurig Party to prepare any report, analysis, or other document not already in existence or otherwise prepared in the ordinary course of business. All access and investigation pursuant to this Section 5.4 shall be conducted (A) during normal business hours upon reasonable advance notice to the Keurig Parties, (B) in such a manner as not to unreasonably interfere with the normal operations of the JV Business, (C) in a manner that minimizes disruption to the Keurig Parties and the JV Business and (D) at Co-Investor Limited Partner’s sole cost and expense. The Keurig Parties shall have the right to have one or more of its Representatives present at all times during any visits, examinations, discussions or contacts contemplated by this Section 5.4. Notwithstanding anything to the contrary contained herein, during the Interim Period, the Keurig Parties shall not be required to provide access or disclose information (1) to the extent (but only to the extent) that such information contains or comprises information relating to any businesses of the Keurig Partners or any of their Affiliates other than the JV Business or (2) where such access or disclosure would, (x) violate the attorney-client privilege of the Keurig Parties or (y) conflict with any Law, Order or Contract applicable to the Keurig Parties or any of their Affiliates; provided, in the case of this clause (2), that the Keurig Parties shall give notice to Co-Investor Limited Partner of the fact that such documents or information are being withheld and thereafter the Keurig Parties shall provide Co-Investor Limited Partner with a reasonably detailed summary as to the information that is being withheld and use commercially reasonable efforts to cause such documents or information, as applicable, to be made available in a manner that would not reasonably be expected to cause such a violation or conflict.

Section 5.5 Restructuring.

(a)  At or prior to the Closing, the Keurig Parties shall, and shall cause their Affiliates to, use reasonable best efforts to take all steps necessary to cause the JV Assets to be contributed to the JV Entities and to effect and carry out the Restructuring Steps. Except with the prior written consent of Co-Investor Limited Partner (not to be unreasonably withheld, conditioned or delayed), the Restructuring Steps shall be taken substantially in the manner and sequence shown in Schedule 1. The Keurig Parties shall keep the Co-Investor Limited Partner reasonably informed of the status of the Restructuring Steps and, to the extent reasonably practicable, shall afford the Co-Investor Limited Partner an opportunity to review in advance any material agreements implementing such Restructuring Steps and shall consider in good faith any comments that are promptly provided by Co-Investor Limited Partner following receipt thereof. The Keurig Parties will share all final, executed material agreements implementing the Restructuring Steps with Co-Investor Limited Partner as they become available.

(b)  In the Interim Period, the Keurig Partners shall cause the JV to negotiate and, as of the Closing, enter into a supply agreement with KGM pursuant to which the JV will sell to KGM and its Affiliates roasted traditional coffee beans and related products (but, for the avoidance of doubt, excluding any Products (as defined in the A&R LPA)), at cost without

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markup. The terms of such supply agreement shall be reasonably acceptable to the Co-Investor Limited Partner, it being understood that all costs and liabilities relating to such supply agreement shall be borne by KGM (through such supply agreement or the Operations and Maintenance Agreement).

Section 5.6 Lien Releases. At or prior to the Closing, the Keurig Parties shall use commercially reasonable efforts to (a) obtain the release of all Liens with respect to the JV Assets that relate to Liens in respect of Indebtedness for borrowed money or all Liens (other than Permitted Liens) which relate to the business or assets of the Keurig Partners or their Affiliates other than the JV Business, and (b) provide customary Lien Releases in connection with, and evidencing, the foregoing; provided, however that (i) with respect to any of the foregoing Liens that have not been released as of the Closing, the Keurig Parties shall use commercially reasonable efforts following the Closing to obtain the release of all Liens with respect to the JV Assets that relate to Liens in respect of Indebtedness for borrowed money or all Liens (other than Permitted Liens); provided, further that with respect to any of the foregoing Liens for which Lien Releases are not provided as of the Closing, the Keurig Parties shall use commercially reasonable efforts following the Closing to provide customary Lien Releases in connection with, and evidencing, the foregoing.

Section 5.7 Intercompany Arrangements. Except for this Agreement and the Ancillary Agreements or as set forth on Section 5.7 of the Disclosure Letter, at or prior to the Closing, the Keurig Parties and their Affiliates shall take actions to settle (irrespective of the terms of payment), terminate or cancel all obligations, accounts and Contracts between the Keurig Partners and their Affiliates, on the one hand, and the JV Entities, on the other.

Section 5.8 Exclusivity. During the Interim Period, the Keurig Parties will not, and will not permit their Affiliates or its or their respective Representatives to, directly or indirectly, (a) initiate, solicit, or knowingly facilitate or encourage any inquiries or the making of any proposal or offer from any Person that may constitute, or would reasonably be expected to lead to, an Alternative Transaction, (b) engage in, enter into, continue or otherwise participate in any discussions or negotiations with any Person relating to any proposal, indication of interest, inquiry, request or any offer that constitutes, or would reasonably be expected to lead to, or deliver or make available to any Person any non-public information with respect to, an Alternative Transaction, or (c) approve, endorse, recommend or enter into any acquisition agreement, purchase agreement, merger agreement or similar definitive Contract, or any letter of intent, memorandum of understanding or agreement in principle, or any other Contract, relating to an Alternative Transaction.

Section 5.9 Kodiak Preferred Stock Investment Agreement. As of the Closing, the Keurig Parties shall cause the JV and Keurig Newco to enter into an investment agreement, on terms and conditions consistent with the term sheet attached hereto as Exhibit J (the “Kodiak Preferred Stock Investment Agreement”), pursuant to which the JV will invest the Purchase Price in Kodiak Newco in exchange for Series A Nonvoting Preferred Stock of Kodiak Newco and Kodiak Newco will use the proceeds from such investment to directly or indirectly fund the JDEP Acquisition. The Keurig Parties shall (a) afford the Co-Investor Limited Partner a reasonable opportunity to review the Kodiak Preferred Stock Investment Agreement and any other agreements related thereto, and shall consider in good faith the Co-Investor Limited Partner’s comments thereto and (b) ensure that all such agreements related thereto shall provide that the Co-Investor Limited Partner will not bear any cost, adverse economic effect or liability in respect of, or arising as a result of, such agreements or the terms of such Series A Nonvoting Preferred Stock of Kodiak Newco.

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Section 5.10 Conversion of Co-Investor Limited Partner. During the Interim Period, the Parties shall cooperate in good faith to convert Co-Investor Limited Partner from a Delaware limited liability company to a Delaware limited partnership.

ARTICLE VI

COVENANTS

Section 6.1 Confidentiality. The Confidentiality Agreement shall terminate as of the Closing, and thereafter the Parties’ confidentiality obligations shall be exclusively governed by Section 6.5 of the A&R LPA, it being agreed that such confidentiality obligations shall be deemed to apply to each Keurig Partner, regardless of whether such Keurig Partner is a party to the A&R LPA.

Section 6.2 Use of Proceeds. The Keurig Parties shall not, directly or indirectly, use the Purchase Price, or lend, contribute or otherwise make available the Purchase Price, to any Subsidiary, joint venture partner or other Person (a) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person or in any Sanctioned Country; or (b) in any manner that would result in the violation of any Sanctions or Anti-Corruption Law applicable to any Party. The Keurig Parties shall use the Purchase Price to, directly or indirectly, fund the JDEP Acquisition pursuant to the Keurig Preferred Stock Investment Agreement.

Section 6.3 Tax Matters.

(a)  All sales, use, value added, stamp, registration, recording, documentary, conveyancing, stamp duty, transfer and similar Taxes, levies, charges and fees incurred in connection with the Contribution (collectively, “Transfer Taxes”) shall be borne by KGM or its Affiliates (other than the JV, KCULC and KCM). All such Transfer Taxes shall be timely paid, and all applicable filings, reports and returns shall be filed, as provided by applicable Law. The Parties shall reasonably cooperate in the preparation of any such filings, reports or returns with respect to Transfer Taxes.

(b)  For United States federal income tax purposes, except as otherwise required by a final determination under applicable law:

(i)  the transactions described in Section 1.1 shall be treated as contributions to the capital of the JV by KGM, Keurig Lux Partner and Co-Investor Limited Partner in exchange for partnership interests in the JV under Section 721 of the Code;

(ii)  the merger of KGMM with and into the JV described in the Keurig Merger Agreement shall be treated as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code, whereby Keurig USA Partner is treated as successor to KGMM; and

(iii)  the formation of Keurig Lux Partner, the contribution of the shares of Keurig Canada Inc. to Keurig Lux Partner and the conversion of Keurig Canada Inc. to KCULC, pursuant to Steps 11 and 12 of the Restructuring Steps, shall be treated as a

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“reorganization” within the meaning of Section 368(a)(1)(F) of the Code, whereby Keurig Lux Partner is treated as successor to Keurig Canada Inc.

(c)  During the Interim Period, except as otherwise expressly provided in this Agreement, the Main JV Agreements, any Ancillary Agreement or the Restructuring Steps, unless Co-Investor Limited Partner shall otherwise approve in writing (which approval shall not be unreasonably withheld, conditioned or delayed), the Keurig Parties and their respective Affiliates shall not (i) settle or compromise any Tax Claim, if such Tax Claim could reasonably be expected to have adverse Tax consequences to the JV Entities, the Co-Investors or the Co-Investor Limited Partner that are not fully indemnified under the terms of this Agreement, (ii) file any Tax Return with respect to the JV Entities or the JV Assets in a manner that is materially inconsistent with past practices, (iii) cause the JV Entities to enter into any Tax allocation, sharing or similar agreement, (iv) make any voluntary Tax disclosure or Tax amnesty or similar filing with respect to matters that could reasonably be expected to result in or otherwise implicate Liabilities for which the JV Entities, the Co-Investors or the Co-Investor Limited Partner would be liable or (v) make or change a material Tax election or change the Tax classification of the JV Entities.

Section 6.4 Excluded Liabilities. Notwithstanding anything to the contrary set forth in this Agreement or any Ancillary Agreement, the Keurig Partners shall pay and be responsible for, and shall indemnify the JV pursuant to Section 9.2(c) with respect to, any and all Excluded Liabilities, and neither the JV nor the Co-Investor Limited Partner shall have any Liability for any Excluded Liabilities.

Section 6.5 Financing.

(a)  Co-Investor Limited Partner shall not permit any assignment of the A&R Commitment Letter, or any amendment or modification to be made to, or any waiver of any provision or remedy under, the A&R Commitment Letter, in each case without obtaining the Keurig Partners’ prior written consent.

(b)  Co-Investor Limited Partner shall take all actions and do all things necessary, proper or advisable to obtain the financing contemplated by the A&R Commitment Letter and, in furtherance of the foregoing, shall: (i) maintain in effect the A&R Commitment Letter; (ii) ensure the accuracy of all representations and warranties of Co-Investor Limited Partner set forth in the A&R Commitment Letter; (iii) comply with its obligations under the A&R Commitment Letter; (iv) satisfy on a timely basis all conditions applicable to the Co-Investors in the A&R Commitment Letter that are within its control; and (v) consummate, if necessary, the financing at or prior to the Closing, including by requesting Co-Investors to fund the Purchase Price at the Closing.

(c)  Co-Investor Limited Partner shall promptly provide Keurig Partners with copies of all executed amendments or modifications of the A&R Commitment Letter (it being understood that any amendments, modifications shall only be as permitted herein). Without limiting the generality of the foregoing, Co-Investor Limited Partner shall promptly notify the Keurig Partners: (i) of any breach (or breach threatened in writing) or default (or any event or circumstance that could reasonably be expected to give rise to any breach or default) by any

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party to the A&R Commitment Letter of which Co-Investor Limited Partner becomes aware; (ii) of the receipt by Co-Investor Limited Partner of any written notice or communication from the Co-Investors with respect to any breach (or breach threatened in writing) or default (or any event or circumstance that could reasonably be expected to give rise to any breach or default), or any termination or repudiation, in each case by any party to the A&R Commitment Letter of any provisions of the A&R Commitment Letter; and (iii) if for any reason Co-Investor Limited Partner at any time believes it may not be able to obtain all or any portion of the financing on the terms, in the manner or from the sources contemplated by the A&R Commitment Letter; provided, however, that in no event will Co-Investor Limited Partner be under any obligation to disclose any information that is subject to attorney-client or similar legal privilege if Co-Investor Limited Partner shall have used commercially reasonable efforts to disclose such information in a way that would not waive such privilege.

Section 6.6 Non-Transferable Assets; Misplaced Assets.

(a)  Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or transfer any JV Asset or any claim or right or any benefit arising thereunder or resulting therefrom to a JV Entity if an attempted assignment or transfer thereof, without the consent of a third party (including any Governmental Entity or employee representative body), would constitute a breach or other contravention thereof or a violation of Law. Without limiting the Keurig Parties’ obligations under Section 5.3, if, as of or following the Closing, any such consent has not been obtained, or if an attempted transfer or assignment thereof would be ineffective or a violation of Law, the Keurig Partners and their Affiliates shall (x) cooperate in an arrangement that is mutually agreeable to the Keurig Partners or such Affiliates, on the one hand, and the Co-Investor Limited Partner, on the other hand, under which (i) the JV would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such JV Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the JV, (ii) the Keurig Partners or their Affiliates would enforce for the benefit (and at the expense) of the JV any and all of the Keurig Partners and their Affiliates’ rights against a third party associated with such JV Asset, claim, right or benefit, and the Keurig Partners would promptly pay to the JV when received all monies received by them under any such JV Asset, claim, right or benefit, and (iii) the Keurig Partners would otherwise assume the obligations and bear the economic burdens associated with such arrangement, which, for the avoidance of doubt, shall be at no cost to the JV and (y) to the extent reasonably practicable, continue to pursue such consent or clearance under applicable Law. If such consent is obtained or clearance under applicable Law is received after the Closing, the Keurig Partners shall as promptly as practicable, transfer and assign, or cause the transfer and assignment of, such JV Asset to the JV without payment of any further consideration and the JV, without the payment of any further consideration, shall assume such JV Asset.

(b)  If and to the extent that it is determined at any time after the Closing Date that (i) legal title to or beneficial or other interest in all or part of any of a JV Asset has been retained by KGM or any of their Affiliates, or (ii) legal title to or beneficial or other interest in all or part of any of any Excluded Assets has been retained by or transferred to the JV or any of its Subsidiaries (each of (i) and (ii), a “Misplaced Asset”), KGM, the JV or their respective Affiliates, as applicable, shall promptly: (1) reasonably promptly notify the other Party and the Co-Investor Limited Partner of the discovery of such Misplaced Asset, (2) execute all such

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agreements, deeds or other documents as may be necessary for the purposes of contributing such Misplaced Assets (or part thereof) or the relevant interests in them to the other party for no or nominal consideration, in each case, in a form that is reasonably acceptable to Co-Investor Limited Partner, (3) use reasonable best efforts to obtain all consents from Persons necessary or appropriate for the purposes of contributing such Misplaced Assets (or part thereof) or the relevant interests in them to the other party, and (4) hold such Misplaced Assets (or part thereof), or relevant interest in such Misplaced Assets, in trust for the benefit of the other party (to the extent permitted by applicable Law) until such time as the transfer is validly effected to vest the asset (or part thereof) or relevant interest in the Misplaced Asset to such other party, in each case, to ensure that the JV is able to perform its obligations under the Main JV Agreements. Pending the transfer pursuant to this Section 6.6, each of KGM and the JV shall, and shall cause its Affiliates to, use commercially reasonable efforts to cooperate (at its own expense) in any lawful arrangement to (A) provide to the JV, upon the same economic terms of such Misplaced Assets, all operational and economic benefits and burdens of any Misplaced Assets (whether tangible or intangible) constituting JV Assets that have not been transferred to the JV and (B) provide to KGM, upon the same economic terms of such Misplaced Assets, all operational and economic benefits and burdens of any Misplaced Assets (whether tangible or intangible) constituting Excluded Assets that have been retained or transferred to the JV. During such time period, each party and its Affiliates shall comply with all applicable covenants and obligations with respect to any such Misplaced Asset held by it, including the payment of any costs and expenses in connection therewith, which shall be performed by such party or its applicable Affiliate for the other party’s account and such other party shall promptly reimburse such party for any such out-of-pocket costs, expenses or payments in respect thereto.

Section 6.7 Further Assurances.

(a)  Following the Closing, and subject to the terms and conditions of this Agreement, each of Party shall, and shall cause its applicable Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required and requested by the other Party to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

(b)  Without limiting the Parties’ obligations under Section 6.6, from the Closing until the two-year anniversary of the Closing, the Keurig Parties shall ensure that, from and after the Closing, the JV Assets, together with the rights, services and licenses directly or indirectly provided to the JV under the Ancillary Agreements (which, for the avoidance of doubt, shall include the Real Property and the rights granted to the JV pursuant to the IP License Agreement but shall not otherwise include the Excluded Assets) are sufficient for the continued conduct of the JV Business as of immediately after the Closing in substantially the same manner as conducted immediately prior to the Closing, it being understood that no assets expressly identified as Excluded Assets or outside the scope of the Ancillary Agreements shall be required for such operation.

ARTICLE VII

CONDITIONS PRECEDENT

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Section 7.1 Condition to Obligations of All Parties. The respective obligations of the Keurig Partners, the JV and Co-Investor Limited Partner to consummate the Transactions to be effected at the Closing shall be subject to the satisfaction at or prior to the Closing of the following conditions (any or all of which may be waived in writing by KGM and Co-Investor Limited Partner, in whole or in part, to the extent permitted by applicable Law):

(a)  (i) No temporary restraining order, preliminary or permanent injunction or other Order issued by a court of competent jurisdiction that prevents the consummation of the Transactions shall be been issued and remain in effect, (ii) no Law (that is effective and has not been vacated, withdrawn or overturned as of the time of determination) shall have been issued, enacted, entered, enforced or promulgated by any Governmental Entity that prevents, or makes illegal, the consummation of the Transaction and (iii) no material and adverse legal action shall have been commenced by any Governmental Entity against any of the parties to the Ancillary Agreements seeking to prevent or prohibit the consummation of the Transaction.

(b)  All approvals, consents or waiting periods required pursuant to applicable Law as set forth on Section 7.1(b) of the Disclosure Letter shall have been obtained, terminated or expired with respect to the Transaction.

Section 7.2  Condition to Obligations of the Keurig Partners and the JV. The obligation of the Keurig Partners and the JV to consummate the Transactions to be effected at the Closing shall be subject to the satisfaction at or prior to the Closing of the following conditions (any or all of which may be waived in writing by KGM, in whole or in part, to the extent permitted by applicable Law):

(a)  (i) the Co-Investor Limited Partner Fundamental Representations qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects and (ii) the representations and warranties made by the Co-Investor Limited Partner that are not Co-Investor Limited Partner Fundamental Representations shall be true and correct in all respects except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to, individually or in the aggregate, prevent or materially delay or impair the ability of Co-Investor Limited Partner to perform its obligations under this Agreement or consummate the Transaction, in each case of clauses (i) and (ii), as of the Closing Date, as though such representations and warranties had been made on and as of the Closing Date (in each case, except to the extent that any such representations and warranties expressly speak of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date);

(b)  Co-Investor Limited Partner shall have performed and complied in all material respects with all of the covenants and agreements under this Agreement required to be performed and complied with by it prior to the Closing; and

(c)  Co-Investor Limited Partner shall have delivered to the Keurig Partners and the JV, as applicable, each of the deliverables set forth in Section 1.3(b)(vi).

Section 7.3 Condition to Obligations of Co-Investor Limited Partner. Subject to Section 1.2, the obligation of Co-Investor Limited Partner to consummate the Transactions to

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be effected at the Closing shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived in writing by Co-Investor Limited Partner, in whole or in part, to the extent permitted by applicable Law:

(a)  (i) the Keurig Partners Fundamental Representations qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects and (ii) the representations and warranties made by the Keurig Partners that are not Keurig Partners Fundamental Representations shall be true and correct in all respects except where the failure of such representations and warranties to be so true and correct does not have a JV Material Adverse Change (in each case, disregarding all qualification as to “materiality” or similar qualifications), in each case of clauses (i) and (ii), as of the Closing Date, as though such representations and warranties had been made on and as of the Closing Date (in each case, except to the extent that any such representations and warranties expressly speak of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date);

(b)  (i) the JV Fundamental Representations qualified as to materiality shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects and (ii) the representations and warranties made by the JV that are not JV Fundamental Representations shall be true and correct in all respects except where the failure of such representations and warranties to be so true and correct does not have a JV Material Adverse Change (in each case, disregarding all qualification as to “materiality” or similar qualifications) , in each case of clauses (i) and (ii), as of the Closing Date, as though such representations and warranties had been made on and as of the Closing Date (in each case, except to the extent that any such representations and warranties expressly speak of an earlier date, in which case such representation and warranty shall be so true and correct as of such earlier date);

(c)  the Keurig Partners shall have performed and complied in all material respects with all of the covenants and agreements under this Agreement required to be performed and complied with by it prior to the Closing;

(d)  the JV shall have performed and complied in all material respects with all of the covenants and agreements under this Agreement required to be performed and complied with by it prior to the Closing;

(e)  since the Effective Date, no JV Material Adverse Change or KDP Change of Control shall have occurred;

(f)  Keurig Parent shall have, as of the Closing Date, a long-term credit rating that is not lower than Investment Grade from at least two (2) of S&P, Moody’s and Fitch. As used herein, “Investment Grade” means a long-term credit rating equal to or better than (i) Baa3 by Moody’s Investors Service, Inc., (ii) BBB- by S&P Global Ratings or (iii) BBB- by Fitch Ratings, Inc.;

(g)  all or substantially all of the JV Assets shall have been contributed to the JV;

(h)  (i) all the Offer Conditions (as defined in the merger protocol between Keurig Parent and JDEP, dated as of August 24, 2025 (the “JDEP Merger Protocol”)) and the other

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conditions precedent to the consummation of the JDEP Acquisition set forth in the JDEP Merger Protocol shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing of the JDEP Acquisition, but which conditions shall at the time of the Closing be capable of being satisfied) and (ii) the Offeror (as defined in the JDEP Merger Protocol) shall have declared the Offer (as defined in the JDEP Merger Protocol) unconditional, in accordance with applicable Law;

(i)  all of the fees contemplated by the A&R Commitment Letter, the Fee Letters and the Allocation and Expense Reimbursement Letter (if any), and all reasonable and documented out-of-pocket costs and expenses under the A&R Commitment Letter and the Allocation and Expense Reimbursement Letter (if any) (including reasonable out-of-pocket legal fees and expenses), in each case to the extent due and payable and invoiced at least three (3) Business Days prior to the Closing Date, shall have been paid, or cause to be paid, on or prior to the Closing Date, in each case, to the extent required by the A&R Commitment Letter, the Fee Letters or the Allocation and Expense Reimbursement Letter, as applicable; and

(j)  each of the Keurig Partners and the JV shall have delivered to Co-Investor Limited Partner each of the deliverables set forth in Sections 1.3(a) and (b), respectively.

ARTICLE VIII

TERMINATION

Section 8.1 Termination. This Agreement may be terminated:

(a)  by mutual written consent of the Keurig Partners and Co-Investor Limited Partner;

(b)  by either the Keurig Partners or Co-Investor Limited Partner, by written notice to the other, if the Closing shall not have occurred by March 3, 2027 (the “Outside Date”); provided, that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any Party to this Agreement whose failure to perform any material covenant or obligation under this Agreement has been the cause of, or has resulted in, the failure of the Closing to occur on or before such date;

(c)  by Co-Investor Limited Partner (in case of a breach by the Keurig Partners or the JV) or by the Keurig Partners (in case of a breach by Co-Investor Limited Partner), if the other Parties shall have breached or failed to perform in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, and such breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 7.1 or Section 7.3 (in the case of termination by Co-Investor Limited Partner) or Section 7.1 or Section 7.2 (in the case of termination by the Keurig Partners), as applicable, and (ii) (A) is incapable of being cured prior to the Outside Date or (B) has not been cured prior to the date that is ninety (90) days from the date that the breaching or non-performing party is notified in writing by the other party of such breach or failure to perform; provided, that the right to terminate this Agreement under this Section 8.1(c) shall not be available to any Party to this Agreement if such

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Party shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement; or

(d)  by either the Keurig Partners or Co-Investor Limited Partner, by written notice to the other, if there shall be any Law (that is effective and has not been vacated, withdrawn or overturned as of the time of determination) issued, enacted, entered, enforced or promulgated by any Governmental Entity that prevents, or makes illegal, the consummation of the Transaction, ; provided, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to any Party to this Agreement whose failure to perform any material covenant or obligation under this Agreement has been the cause of, or has resulted in, was the primary cause of such enactment, promulgation or issuance.

Section 8.2 Effect of Termination. If this Agreement is terminated as provided in Section 8.1, this Agreement shall become null and void and of no further force or effect and all rights and obligations of the Parties hereunder shall terminate without any Liability on the part of any Party or its Affiliates in respect thereof; provided, that such termination shall not relieve any Party of any Liability for (x) Fraud or (y) any knowing and intentional breach of this Agreement up to and in no event exceeding the Purchase Price. Notwithstanding the foregoing, the provisions of Article X (including Section 10.8) and this Section 8.1(c) shall survive any termination of this Agreement.

ARTICLE IX

INDEMNIFICATION

Section 9.1 Survival of Representations and Warranties. The Parties, intending to modify any otherwise applicable statute of limitations, agree that:

(a)  other than the Fundamental Representations and Section 2.3(a), which shall survive until the date that is twenty-four (24) months after the Closing Date, the representations and warranties set forth in this Agreement shall not survive the Closing, except in the case of Fraud;

(b)  the covenants and other agreements set forth in this Agreement that are contemplated by this Agreement to be performed at or following the Closing shall survive for the period for the performance thereof expressly set forth in such covenant or other agreement, if any, or if no period is so set forth, until such time as such covenants and agreements are fully performed and observed in accordance with their terms;

(c)  the covenants and other agreements set forth in this Agreement that are contemplated by this Agreement to be performed prior to the Closing shall survive until the date that is six (6) months after the Closing Date; and

(d)  except in the case of Fraud, (i) no Party shall have any Liability or other obligation of any nature (whether in contract or in tort, in law or in equity or otherwise) with respect to any representation, warranty, covenant or other agreement set forth in this Agreement after the expiration of such representation, warranty, covenant or other agreement and (ii) no Claim shall be made in respect thereof as of and following such expiration.

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Section 9.2 Indemnification by the Keurig Partners. Subject to the limitations set forth in this Article IX (including, for the avoidance of doubt, the survival periods set forth in Section 9.1) the Keurig Partners shall indemnify, defend and hold harmless Co-Investor Limited Partner and its Affiliates and its and their respective directors, officers, employees, agents and Representatives, from and against any Losses incurred by any such Person arising out of:

(a)  any inaccuracy or breach of any Keurig Partners Fundamental Representation, any JV Fundamental Representation or Section 2.3(a) or;

(b)  the breach or failure to perform by the Keurig Partners or the JV any of its covenants or agreements contained in this Agreement;

(c)  any Excluded Liabilities; and

(d)  any Excluded Taxes.

Section 9.3 Indemnification by Co-Investor Limited Partner. Subject to the limitations set forth in this Article IX, Co-Investor Limited Partner shall indemnify, defend and hold harmless the Keurig Partners and the JV and their respective Affiliates and its and their respective directors, officers, employees, agents and Representatives, from and against any Losses incurred by any such Person arising out of:

(a)  any inaccuracy or breach of any Co-Investor Limited Partner Fundamental Representation; and

(b)  the breach or failure to perform by Co-Investor Limited Partner any of its covenants or agreements contained in this Agreement.

Section 9.4 [Reserved].

Section 9.5 Other Indemnification Provisions.

(a)  Notwithstanding anything to the contrary contained in this Article IX, except (solely in the case of (i) below) for the Excluded Liabilities or Excluded Taxes or in the case of Fraud, no Party providing indemnification pursuant to Section 9.2 or Section 9.3 (the “Indemnitor”) shall be liable to any party that is entitled to indemnification pursuant to Section 9.2 or Section 9.3 (the “Indemnitee”) for (i) any Losses in excess of the Purchase Price in the aggregate or (ii) any special, exemplary or punitive damages, diminution in value, damages based upon a multiple of earnings or similar financial measure or indirect damages except, in the case of this clause (ii), with respect to any damages that are the reasonably foreseeable result of such matter or any damages awarded to a third party pursuant to a Third-Party Claim for which such Indemnitor is obligated to indemnify an Indemnitee hereunder.

(b)  In no event shall any Indemnitee recover more than once for any Loss, regardless of whether alternative theories of recovery exist under this Agreement or applicable Law.

(c)  This Article IX sets forth the Parties’ exclusive remedy, following the Closing, for any Loss that may result from the breach of any of the representations or warranties, covenants

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or agreements contained in this Agreement or any other matter arising under this Agreement, except (i) for Losses resulting from Fraud or willful misconduct of an Indemnitor and (ii) to the extent provided in Section 9.5(d). For the avoidance of doubt, nothing in this Article IX limits or restricts payment obligations expressly provided in the Risk of Loss Agreement, the A&R Commitment Letter, the Fee Letters or the Allocation and Expense Reimbursement Letter or the Parties other rights and Liabilities under the Main JV Agreements.

(d)  If any Indemnitee actually receives any amounts in respect of Losses previously paid by the Indemnitor, the Indemnitee shall distribute to the Indemnitor the lesser of (x) such amounts received by the Indemnitee and (y) the amount previously paid by the Indemnitor with respect to such Losses, in each case, net of any Taxes, costs and expenses incurred by such Indemnitee in collecting such amounts. Any Losses shall be net of any amounts recovered by any Indemnitee under applicable insurance policies but net of any costs incurred in the pursuit of the underlying Claim and any increase in insurance premiums arising from or relating to the underlying Claim; provided, that, for the avoidance of doubt, (x) in no event shall any Indemnitee have any obligation hereunder to commence or threaten litigation against any insurance carrier with respect thereto and (y) the pursuit of such recovery shall not delay the Indemnitee from validly making, or seeking recovery and obtaining payment for any claim for indemnification hereunder.

(e)  Each Indemnitee shall use commercially reasonable efforts to mitigate any Loss for which such Indemnitee seeks indemnification under this Agreement to the extent required by applicable Law; provided, however, that any costs and expenses of such mitigation shall constitute indemnifiable Losses hereunder.

Section 9.6 Procedures for Direct Claims. In the event any Indemnitee has a Claim under this Article IX against any Indemnitor that does not involve a Claim being asserted against or sought to be collected from such Indemnitee by a third party, the Indemnitee shall deliver written notice of such Claim, specifying in reasonable detail the basis therefor (taking into account the information then available to the Indemnitee), with reasonable promptness to the Indemnitor. The failure or delay by any Indemnitee so to notify the Indemnitor shall not relieve the Indemnitor from any Liability which it may have to such Indemnitee, except to the extent (and then only to the extent) that the Indemnitor has been actually prejudiced by such failure or delay. If the Indemnitor does not notify the Indemnitee within forty-five (45) days following its receipt of such notice that the Indemnitor disputes its Liability to the Indemnitee, any Losses for such Claims specified by the Indemnitee in such notice shall be conclusively deemed a Liability of the Indemnitor. If the Indemnitor has timely disputed its Liability with respect to such Claim, the Indemnitor and Indemnitee will proceed in good faith to negotiate a resolution of such dispute.

Section 9.7 Procedures for Third-Party Claims. The following procedures shall apply to all matters or circumstances that may result in a Loss by reason of a Claim brought by a third party, including a Claim that may be asserted by a Governmental Entity (“Third-Party Claim”; provided, that the term “Third-Party Claim” shall include a Claim that may be asserted by an employee of a Party or any of its Subsidiaries):

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(a)  Notice. Promptly after an Indemnitee receives written notice of any matter or circumstance that may reasonably be expected to result in a Loss to such Indemnitee by reason of a Third-Party Claim, the Indemnitee shall give written notice thereof to the Indemnitor. The right to indemnification hereunder will not be affected by any failure of an Indemnitee to give such notice (or delay by any Indemnitee in giving such notice) unless (and then only to the extent that) the rights and remedies of the Indemnitor have been actually prejudiced as a result of the failure to give, or the delay in giving, such notice. The notice of the Third-Party Claim shall describe the Third-Party Claim in reasonable detail (taking into account the information then available to the Indemnitee).

(b)  Control of Third-Party Claims. The Indemnitor shall be entitled to assume and control, at its sole cost and expense, the defense of a Third-Party Claim (the “Controlling Party”), provided that the Indemnitor shall not be entitled to assume and control the defense of a Third-Party Claim if (i) such Third-Party Claim seeks injunctive relief or any other equitable remedy against any Indemnitee, (ii) such Third-Party Claim seeks imposition of criminal or quasi-criminal penalties against the Indemnitee, (iii) the Third-Party Claim relates to Taxes or (iv) in the good faith judgment of the Indemnitee, the Indemnitor fails to vigorously prosecute or defend such Third-Party Claim (provided that Indemnitee shall provide written notice to the Indemnitor of any such failure to vigorously prosecute, and the Indemnitor shall have thirty (30) days following receipt of such notice to cure such failure before the Indemnitee may assume control of such Third-Party Claim). If the Indemnitor elects to control it shall: (A) retain counsel of its own choosing, which counsel shall be reasonably acceptable to the Indemnitee and (B) control and direct the defense of any such Third-Party Claim, including the development and implementation of legal strategy for such Third-Party Claim, subject to Section 9.7(c).

(c)  Settlements. No Party shall have any Liability for any settlement or compromise effected without its consent, which consent shall not be unreasonably withheld or delayed. No Controlling Party may affect any settlement or compromise unless (i) the Indemnitee has no Liability or obligation in connection therewith which is not fully satisfied by the Controlling Party and for which Indemnitee is not fully and unconditionally released under the terms of such settlement or compromise, (ii) such settlement or compromise does not require Indemnitee to comply with any covenants or other obligations other than such relevant and customary covenants to keep the terms of such settlement or compromise confidential, and (iii) such settlement or compromise does not result in (A) a finding or admission of a fault or misconduct by Indemnitee, (B) a finding or admission that would have an adverse effect on other Claims made or threatened against Indemnitee or (C) injunctive or other nonmonetary relief against the Indemnitee, including the imposition of a temporary or permanent injunction or other Order that would restrict the future activity or conduct of the Indemnitee.

(d)  Conflicts of Interest. The Indemnitee in respect of any Claim shall be entitled to engage separate counsel of its choice to participate in the defense of such Claim; provided that, except for the reasonable and documented out-of-pocket fees and expenses of counsel employed by the Indemnitee for any period during which the Controlling Party has not assumed the defense thereof (other than during any period in which the Indemnitee shall have failed to give notice of the Third-Party Claim as provided in Section 9.7(a)) or as otherwise set forth in the remainder of this Section 9.7(d), the fees and expenses of such separate counsel shall be borne solely by the Indemnitee and shall not be subject to reimbursement by the Indemnitor; and provided, further,

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that this sentence shall not affect, in any respect, the control of such Claim as provided in (and subject to) Section 9.7(b), if applicable. Notwithstanding the foregoing, if the defendants in a Claim include both an Indemnitee and the Indemnitor, and counsel to the Indemnitee shall have reasonably concluded that joint representation would be inappropriate due to potential or actual conflicts of interest between the Controlling Party, the Indemnitor and/or the Indemnitee, or because there are defenses available to the Indemnitee that are unavailable to the Indemnitor or Controlling Party, the Indemnitee shall have the right to retain a single firm of separate counsel in each jurisdiction for which the Indemnitee determines counsel is required, in the defense of that Claim on behalf of such Indemnitee and at the expense of the Indemnitor. Notwithstanding anything to the contrary set forth herein, the Indemnitee shall be entitled to reimbursement for the reasonable and documented fees and expenses incurred by the Indemnitee for the defense or prosecution of any Third-Party Claim to the extent that the Indemnitee does not elect, or is not able, to assume such Third-Party Claim in accordance with Section 9.7(b).

(e)  Status. The Controlling Party shall, at the request of the Indemnitee from time to time, notify the Indemnitee regarding the status, and shall keep the Indemnitee timely apprised of any material developments, with respect to Third-Party Claims the defense of which is being conducted by the Controlling Party on behalf of an Indemnitee (or the Indemnitor, as the case may be). The Indemnitee shall be entitled to receive copies of all substantive pleadings, notices and communications with respect to such Third-Party Claim as the Indemnitee may reasonably request.

(f)  Defense of Claims Against Officers and Directors. Notwithstanding any provision to the contrary regarding the rights of an Indemnitor to be the Controlling Party with respect to Third-Party Claims, to the extent that any executive officer or director of a Party is named as a defendant in a Third-Party Claim under circumstances in which such individual is an Indemnitee, that individual nevertheless may, at its sole discretion, conduct its own defense or elect to transfer the defense to the Indemnitor, in either situation with the cost of the defense to be borne by the Indemnitor.

Section 9.8  Mutual Assistance. The Indemnitor and Indemnitee shall reasonably cooperate with each other in the defense of any Claim subject to indemnity pursuant to this Article IX and furnish to each of them reasonable access to such employees and other Persons under their control, and such information, documents, records, evidence, testimony and other assistance as any of them may reasonably request, in connection with any such Claims and for which such Person has records, information or knowledge (in each case, except for any consolidated, unitary, combined or similar Tax Returns including the Keurig Partners or any of their Subsidiaries). The reasonable expenses incurred by any Person in complying with any request for cooperation pursuant to this Section 9.8 shall be borne by the Indemnitor; provided, that such expenses shall not include incidental time incurred by employees of any Party responding to such a request for cooperation.

Section 9.9  Payment of Claims. Any indemnification payment pursuant to this Article IX shall be effected by wire transfer of immediately available funds by Indemnitor to an account designated by the Indemnitee within ten (10) Business Days after the final determination of the amount thereof, whether pursuant to a final judgment, settlement or agreement among the applicable Parties. To the extent that any Indemnitor has such an indemnification payment

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obligation pursuant to this Agreement that remains unpaid, the JV shall, upon written notice from the Indemnitee, reduce the amount of any distributions payable to the Indemnitor or its Affiliates under the A&R LPA by the amount of such unpaid indemnification payment obligations and shall pay such amounts instead to the Indemnitee.

Section 9.10 Tax Treatment. Any payments made pursuant to this Article IX shall be treated by the Parties hereto as an adjustment to the Contribution and the Purchase Price for Tax purposes, to the extent permitted by Law.

ARTICLE X

MISCELLANEOUS AND GENERAL

Section 10.1 Amendment; Waiver. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Keurig Partners and Co-Investor Limited Partner or in the case of a waiver, by the Party or Parties granting the waiver; provided, in the case of an amendment or waiver by the JV, such amendment or waiver shall require the prior written consent of both KGM and Co-Investor Limited Partner. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.

Section 10.2 Expenses.

(a)  Except as otherwise provided in this Agreement and the Ancillary Agreements, and whether or not the Transactions are consummated, all costs and expenses (including fees and expenses of counsel and financial advisors, if any) incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such costs and expenses.

(b)  Notwithstanding anything to the contrary in this Agreement, promptly following the earlier of (a) the Closing Date or (b) the date on which this Agreement is terminated in accordance with Article VIII, the Keurig Partners shall reimburse Apollo or its designee for their reasonable and documented out-of-pocket expenses and costs incurred prior to such date in connection with the transactions contemplated by this Agreement, including costs associated with the completion of Apollo’s financial, market, legal, tax, accounting and other due diligence, rating agency fees, and the negotiation, preparation and execution of definitive documentation in respect of the transactions contemplated by this Agreement (collectively, the “Expenses”). The Expenses reimbursable pursuant to this Section 10.2(b) shall not exceed $6,000,000 in the aggregate and, for the avoidance of doubt, such aggregate cap shall be inclusive of, and not in addition to, any other expense reimbursement provided by the Keurig Partners pursuant to any other agreement among the parties. Notwithstanding the foregoing, the Keurig Partners shall have no obligation to reimburse any Expenses if, prior to the Closing Date, Apollo has materially breached this Agreement or that certain non-disclosure agreement between the parties dated as of September 15, 2025. Any reimbursement of Expenses payable pursuant to this Section 10.2(b) shall be made reasonably promptly, and in any event no later than thirty (30) days following the

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Keurig Partners’ receipt of invoices from Apollo (or its designee) identifying the incurrence of such Expenses and reasonably supporting documentation therefor or, if sooner, at the Closing. For the avoidance of doubt, the provisions of this Section 10.2(b) shall survive any termination of this Agreement pursuant to Article VIII. Apollo shall be an express third party beneficiary of, and shall be entitled to enforce, this Section 10.2(b).

Section 10.3 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same Agreement.

Section 10.4 GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE.

(a)  This Agreement, and all Claims (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any Claims based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof to the extent that such principles would direct a matter to another jurisdiction. Each party hereto agrees that it shall bring any Claims in respect of any claim arising out of or related to this Agreement exclusively in the courts of the State of Delaware and the federal courts of the United States of America located in the State of Delaware (the “Chosen Courts”), and, solely in connection with claims arising under this Agreement, (a) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (b) waives, to the fullest extent permitted by law, any objection to laying venue in any such Claims in the Chosen Courts, (c) waives, to the fullest extent permitted by law, any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (d) agrees that service of process upon such party in any such Claim shall be effective if notice is given in accordance with Section 10.5 of this Agreement.

(b)  EACH PARTY HERETO KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER MADE BY CLAIM, COUNTERCLAIM, THIRD-PARTY CLAIM OR OTHERWISE. THIS WAIVER APPLIES TO ANY ACTION OR LEGAL PROCEEDING, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

(c)  Irreparable damage would occur in the event that any covenant herein were not to be performed in accordance with its terms. Accordingly, each Party shall be entitled to seek one or more injunctions to prevent any breach of covenant and to enforce specifically this Agreement in the Chosen Courts, in addition to any other remedy to which such Party may be entitled at law or in equity.

Section 10.5 Notices. All notices and other communications to be given or made hereunder shall be in writing and shall be deemed to have been duly given or made on

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the date of delivery to the recipient thereof if received prior to 5:00 p.m. ET in the place of delivery and such day is a Business Day (or otherwise on the next succeeding Business Day) if (a) served by personal delivery or by an internationally recognized overnight courier to the Person or entity for whom it is intended, (b) delivered by registered or certified mail, return receipt requested, or (c) sent by email, as provided in this Section 10.5; provided that the email is confirmed orally or in writing by the recipient thereof (excluding out-of-office replies or other automatically generated responses):

To the Keurig Partners:

c/o Keurig Dr Pepper Inc.

53 South Avenue

Burlington, MA 01803

Attn:  Anthony Shoemaker

    Dan Morrell

Email: [***]

With a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York, 10019-6064

Attn:  James Langston

    Ravi Purohit

    Nickolas Bogdanovich

    Michael Spirtos

Email: [***]

To the JV:

c/o Keurig Dr Pepper Inc.

53 South Avenue

Burlington, MA 01803

Attn:  Anthony Shoemaker

    Dan Morrell

Email: [***]

With a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York, 10019-6064

Attn: Ravi Purohit

   James Langston

   Nickolas Bogdanovich

Email: [email protected]  

   [email protected]

   [email protected]

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To Co-Investor Limited Partner:

AP Kona Holdings LLC

c/o Apollo Capital Management, L.P.

9 West 57^th Street, 41^st Floor

New York, New York 10019

Email: [***]

Attn: William B. Kuesel

    Jonathan Bar

    Somil Kadakia

With a copy to:

Latham & Watkins LLP

1271 Avenue of the Americas

New York, New York 10020

Email: [email protected]

    [email protected]

    [email protected]

Attn: Gary Boss

   Chirag Dedania

   Javier Stark

or to such other Person or addressees as may be designated in writing by the Party to receive such notice as provided above; provided, that copies shall be provided to outside counsel for convenience only, such copies shall not, in and of themselves, constitute notice and the failure to provide any such copy shall not alter the effectiveness of any notice or other communication otherwise duly made or given.

Section 10.6 Entire Agreement. This Agreement (including any exhibits or schedules hereto) and the Ancillary Agreements constitute the entire agreement and supersede all other prior agreements, understandings, representations and warranties both written and oral, among the Parties, with respect to the subject matter hereof (excluding the A&R Commitment Letter, the Fee Letters and the Allocation and Expense Reimbursement Letter). Keurig Parent shall cause Keurig Lux Partner to execute a joinder to this Agreement as soon as reasonably practicable following the Effective Date (and in any event prior to the Closing) and immediately upon the execution of such joinder by Keurig Lux Partner, and without further action by any party, the Keurig Lux Partner shall become a party and shall be bound by the terms, covenants and other provisions of this Agreement applicable to it as the Keurig Lux Partner and shall assume all rights and obligations of the Keurig Lux Partner with effect from and after the Effective Date and with the same force and effect as if it were an original signatory hereto.

Section 10.7 No Third-Party Beneficiaries. Except as otherwise expressly set forth herein, there shall be no third-party beneficiaries of this Agreement, any Ancillary Agreement or any Exhibit, Annex or Schedule hereto or thereto, and none of them shall confer on any Person other than the parties hereto and thereto Claim, right or remedy.

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Section 10.8   Obligations of the Parties.

(a)  Whenever this Agreement requires a Subsidiary of a Party to take any action, such requirement shall be deemed to include an undertaking on the part of such Party to cause such Subsidiary to take such action.

(b)  Unless and until the Guaranty is in effect, Keurig Parent hereby fully guarantees the due, prompt and full performance, payment and discharge when due of all of the covenants, obligations, agreements and undertakings, including any payment obligations, of any other Keurig Partners under this Agreement. Whenever this Agreement requires a Keurig Partner to take any action or refrain from taking any action, such requirement shall be deemed to include an undertaking on the part of Keurig Parent to cause such Keurig Partner to take such action or refrain from taking such action. The obligations of Keurig Parent under this Section 10.8(b) are not conditioned upon pursuit of any other right or remedy against Keurig Parent through the commencement of a proceeding or otherwise. With respect to its obligations hereunder, Keurig Parent expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar applicable Law now or hereafter in effect, and all surety defenses generally. Keurig Parent acknowledges and agrees that its obligations under this Section 10.8(b) shall continue, and not be released or discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of Co-Investor Limited Partner to assert any claim or demand or to enforce any right or remedy against Keurig Parent or any other Keurig Partner; (ii) any change in the time, place or manner of payment or performance of any of the obligations of the Keurig Partners hereunder or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of this Agreement (other than this Section 10.8(b), as applicable) or any Ancillary Agreement; (iii) any change in the corporate existence, structure or ownership of Keurig Parent or any other Keurig Partner; (iv) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Keurig Parent or any other Keurig Partner; (v) the existence of any claim, set-off or other right which any Keurig Partner may have at anytime against Co-Investor Limited Partner or any of its Affiliates, whether in connection with the Keurig Partners’ obligations set forth in this Agreement or otherwise; (vi) the adequacy of any means Co-Investor Limited Partner or its Affiliates may have of obtaining performance related to the Keurig Partners’ obligations hereunder; or (vii) any change in Law or other action by any Governmental Entity.

(c)  Any obligation of any Party to any other Party under this Agreement, which obligation is performed, satisfied or fulfilled completely by an Affiliate of such Party, shall be deemed to have been performed, satisfied or fulfilled by such Party.

Section 10.9   Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority of competent jurisdiction to be invalid, void or unenforceable, or the application of such provision, covenant or restriction to any Person or any circumstance, is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and

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purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision, covenant or restriction to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application of such provision, in any other jurisdiction and the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

Section 10.10   Interpretation; Construction.

(a)  The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Exhibit, Section, Annex or Schedule, such reference shall be to an Exhibit, Section, Annex or Schedule to this Agreement unless otherwise indicated.

(b)  The terms defined in the singular have a comparable meaning when used in the plural and vice versa. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Currency amounts referenced herein are in U.S. Dollars. The word “or” is inclusive and not exclusive, unless used in conjunction with “either” or the like. The phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in singular form will be construed to include the plural and vice versa, unless the context otherwise requires.

(c)  Except as otherwise specifically provided herein, all references in this Agreement to any Law shall mean such Law as it shall be amended from time to time and shall include any similar successor Law; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date and includes any successor legislation thereto and any regulations promulgated thereunder. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented to the extent permitted by the provisions thereof, including by waiver or consent and all attachments thereto and instruments incorporated therein.

(d)  Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder within a period of time, (i) the date that is the reference date in calculating such period shall be excluded and (ii) if the last day of such period is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day.

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(e)  Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall not limit the applicability of any other, more general, provision. If a breach of an applicable representation, warranty, covenant or condition contained in this Agreement has occurred, the fact that there exists another covenant, representation or warranty, or other agreement herein relating to the same subject matter (regardless of the relative levels of specificity) for which a breach has not occurred, shall not detract from or mitigate the breach that did occur.

(f)  The Parties drafted this Agreement jointly through the exchange of drafts hereof, so no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

(g)  Unless the context requires otherwise or unless otherwise indicated in the Schedules, capitalized terms used but not defined in the Schedules have their respective meanings set forth in this Agreement. Neither the specification of any dollar amount in any representation or warranty contained in this Agreement nor the inclusion of any specific item in any Schedule is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, except, in each case, to the extent provided in this Agreement or in any Schedule. Unless this Agreement or any Schedule specifically provides otherwise, neither the specification of any item or matter in any representation or warranty contained in this Agreement nor the inclusion of any specific item in any Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no Party shall use the fact of the setting forth or the inclusion of any specific item or matter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described herein or included in any Schedule is or is not in the ordinary course of business for purposes of this Agreement. Any reference to a Contract, statement, plan, report or other document in any Schedule shall only be deemed a disclosure of such disclosure item to the extent made available to Co-Investor Limited Partner.

(h)  The Keurig Parties have or may have set forth information in the Disclosure Letter in a Section of such Disclosure Letter that corresponds to the Section of this Agreement to which it relates. The fact that any item of information is disclosed in any section or subsection of the Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance and applicability of such item is reasonably apparent based on a plain reading of such disclosure.

Section 10.11   Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, legal representatives and permitted assigns. No Party may assign any of its rights or delegate any of its obligations under this Agreement, directly or indirectly, by operation of Law or otherwise, without the prior written consent of the other Parties; provided, that in each case, no such assignment shall relieve such assigning Party of any of its obligations hereunder. Notwithstanding the foregoing, from and after the Closing, any Party may assign any of its rights or delegate any of its obligations

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under this Agreement, directly or indirectly, to its successor by operation of Law, without the prior written consent of the other Parties. Any purported assignment in violation of this Agreement is void.

Section 10.12   No Recourse. All Claims, Liabilities, or causes of action (whether at Law, in equity, in contract, in tort or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the Parties and then only with respect to the specific obligations set forth herein with respect to such Party. No (i) past, present or future director, officer, employee, incorporator, manager, member, partner, Affiliate, agent, lender (including, in the case of Co-Investor Limited Partner, any of the Co-Investors), attorney or other Representative of any party or (ii) past, present or future director, officer, employee, incorporator, manager, member, partner, Affiliate, agent, lender, attorney or other Representative of any of the foregoing, or any of their successors or permitted assigns (each of the foregoing a “Non-Recourse Party”), shall have any Liability for any obligations or Liabilities of any Party or for any Claim based on, in respect of or by reason of this Agreement and, to the maximum extent permitted by Law, each Party hereby waives and releases all such Liabilities against any such Non-Recourse Party. Each Non-Recourse Party shall be an express third-party beneficiary of, and may enforce, this Section 10.12.

Section 10.13   Public Announcements. Except as otherwise expressly contemplated by the provisions of this Agreement, the Parties shall consult with each other before issuing any press release or otherwise making any public statement, directly or indirectly, regarding this Agreement or the Transactions. Notwithstanding the foregoing, or anything to the contrary in the Confidentiality Agreement, (a) each Party may, without the prior consent of the other Party hereto, make any such public announcement or statement as may be required by Law, by any Governmental Entity or the rules and regulations of the Nasdaq Stock Market or any relevant securities exchange (including, in the case of Keurig Parent and its Affiliates, any disclosure in periodic reports, current reports, proxy statements, earnings releases or earnings calls, investor presentations, or other filings or meetings with the U.S. Securities and Exchange Commission or analysts, investors or attendees of any industry conference), in which case such Party shall use its commercially reasonable efforts to (i) consult in good faith with the other Party hereto prior to issuing any such press release or making any such public announcement or statement and (ii) provide such other Party with the opportunity to review and comment in advance of such disclosure and (b) (i) prior to the Closing, Co-Investor Limited Partner and its Affiliates may make disclosures to its equity holders or current or prospective investors or debt financing sources in connection with a bona fide fundraising, financing and reporting activities, in each case to the extent consistent with public disclosures already made regarding the Transactions and consistent with Co-Investor Limited Partner’s obligations under the Confidentiality Agreement and (ii) following the Closing, nothing set forth in this Agreement shall prohibit Co-Investor Limited Partner or any of its Affiliates from making disclosures regarding the Transactions or the transactions contemplated by the Ancillary Agreements to its equity holders or current or prospective investors or debt financing sources in connection with a bona fide fundraising, financing and reporting activities; provided, that, in each case of clauses (i) and (ii), Co-Investor Limited Partner shall not use any logo or marks of Keurig Parent or its

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Affiliates without the prior written consent (email being sufficient) of Keurig Parent (such consent not to be unreasonably withheld, conditioned or delayed).

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above.

[Signature Page to Transaction Agreement]

[Signature Page to Transaction Agreement]

[Signature Page to Transaction Agreement]

EXHIBIT A

DEFINITIONS

As used in this Agreement, the following terms have the meanings specified in this Exhibit A.

“A&R Commitment Letter” means that certain amended and restated commitment letter, dated as of the Effective Date, by and among the Co-Investor Limited Partner and the investors party thereto.

“A&R LPA” has the meaning set forth in the Recitals.

“Affiliate” means, with respect to any Person, a Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such Person. As used in this Agreement, the term “control” (including the terms “controlled by” and “under common control with” and whether or not such terms are capitalized) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by Contract or otherwise. For the purposes of this Agreement, (a) from and after the Closing, the JV Entities shall not be deemed to be Affiliates of any of the Keurig Partners, and (b) JDEP shall not be deemed to be an Affiliate of the Keurig Partners or the JV.

“Agreement” has the meaning set forth in the Preamble.

“Allocation and Expense Reimbursement Letter” means that certain Preferred Allocation & Expense Reimbursement Letter, dated as of October 17, 2025, by and among Keurig Parent and Apollo Management Holdings L.P.

“Alternative Transaction” means any direct or indirect divestiture by the Keurig Partners or any of their Affiliates of all or substantially all of the JV Business or the JV Assets, taken as a whole, whether by merger, purchase of stock or equity interests or otherwise, other than the Restructuring Steps, the other Transactions and any sale of inventory of other goods or assets in the ordinary course of business; provided, however, that “Alternative Transaction” shall not include a KDP Change of Control.

“Ancillary Agreements” means the Main JV Agreements, the Keurig Merger Agreement, the KCULC Contribution Agreement, the Confidentiality Agreement, any agreement expressly contemplated by this Main JV Agreements (including the certificates delivered pursuant to Section 1.3(a)(vi), Section 1.3(b)(v) or Section 1.3(c)(iv)).

“Anti-Corruption Law” has the meaning set forth in Section 2.9(c).

“Assumed Liabilities” means all Liabilities and obligations to the extent arising out of or related to the ownership of the JV Assets or the operation of the JV Business, to the extent arising after the Closing, but excluding, in all cases, the Excluded Liabilities; provided, that in no event will any Liability or obligation for Taxes constitute an Assumed Liability.

A-1

“Bankruptcy and Equity Exception” has the meaning set forth in Section 2.1(a).

“Business Day” means a day, other than a Saturday or Sunday or a public holiday, on which banks are generally open for business in New York, New York or in Burlington, Massachusetts.

“Canada Contributed Assets” has the meaning set forth in the Recitals.

“Chosen Courts” has the meaning set forth in Section 10.4(a).

“Claim” means any and all civil, criminal or administrative actions, suits, litigation, charges, contests, petitions, complaints, demands, claims or counterclaims, Orders or legal, administrative or arbitral proceedings, information requests, investigations, reviews, audits, formal proceedings, notices of violation, citations, summons, subpoenas, mediations, arbitrations, hearings or other similar disputes.

“Class A-1 Units” means Class A-1 limited partnership units of JV.

“Class A-2 Units” means Class A-2 limited partnership units of JV.

“Class B-1 Units” means, Class B-1 limited partnership units of JV.

“Class B-2 Units” means, Class B-1 limited partnership units of JV.

“Class C Units” means, Class C limited partnership units of JV.

“Closing” has the meaning set forth in Section 1.1(a).

“Closing Date” has the meaning set forth in Section 1.1(a).

“Closing Notice” has the meaning set forth in Section 1.1(a).

“Code” means the Internal Revenue Code of 1986, as amended.

“Co-Investor Issuance” has the meaning set forth in Section 1.1(c).

“Co-Investor Limited Partner” has the meaning set forth in the Preamble.

“Co-Investor Limited Partner Fundamental Representations” means the representations and warranties of the Keurig Partners set forth in Section 4.1 (Organization, Good Standing and Qualification), Section 4.2 (Authority; Approval; Enforceability), Section 4.3(a)(i) (No Conflict) and Section 4.7 (Brokers).

“Co-Investors” means each of (a) Apollo Capital Management, L.P. and its Affiliates (“Apollo”), (b) Kohlberg Kravis Roberts & Co. and its affiliates (“KKR”), and (c) Goldman Sachs Asset Management L.P. and its affiliates (“GSAM”).

“Confidentiality Agreement” means the letter agreement, dated as of October 26, 2025, between Keurig Dr Pepper Inc. and each of the Co-Investors.

A-2

“Contract” means any agreement, commitment, undertaking, lease, license, contract, note, mortgage, indenture, arrangement, purchase order, letter of credit, or other obligation.

“Contribution” has the meaning set forth in Section 1.1(c).

“Controlling Party” has the meaning set forth in Section 9.7(a).

“Delaware Act” means the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq.

“Disclosure Letter” has the meaning set forth in Article II.

“Environmental Claim” means any Claim, notice, or directive by or before any Governmental Entity or any other Person arising out of or relating to Environmental Laws.

“Environmental Laws” means any Law relating to the pollution or protection of the environment (including air, surface water, groundwater, land surface or subsurface land), human health or safety (solely as such matters relate to Hazardous Substances), or the manufacture, generation, processing, distribution, recycling, removal, remediation, response, recovery, reporting, management, labeling, licensing, use, handling, transportation, treatment, storage, Release, or threatened Release of Hazardous Substances.

“Environmental Permit” means any Permit issued under any Environmental Law.

“Equity Securities” of any Person (other than an individual) means, as applicable (a) any and all shares of capital stock, membership interests, partnership (general or limited) interests or other equity interests or share capital in such Person, (b) any warrants, Contracts or other rights or options directly or indirectly to subscribe for or to purchase any capital stock, membership interests, partnership (general or limited) interests or other equity interests or share capital in such Person or (c) any and all securities or instruments, directly or indirectly, exchangeable for or convertible or exercisable into, any of the foregoing or with any profit participation features.

“Excluded Liabilities” means, (a) any Liability of the Keurig Partners or their Subsidiaries that does not arise out of the JV Assets, (b) any Liability, whether arising prior to, on or after the Closing Date, relating to, arising out of, or resulting from any restructuring or reorganization effected by the Keurig Partners, including the Restructuring Steps, (c) any Transfer Taxes and related expenses, (d) any Excluded Taxes, (e) any Liability relating to, arising out of, or resulting from the JV Assets to the extent attributable to facts, events, acts, omissions, conditions or circumstances occurring or existing on or prior to the Closing or otherwise relating to, arising out of, or resulting from the ownership of the JV Assets or the operation of the JV Business on or prior to the Closing, (f) any Indebtedness of the Keurig Partners or their Affiliates or, to the extent incurred prior to the Closing, the JV Entities, (g) any Liabilities between the Keurig Partners and their Affiliates, on the one hand, and the JV Entities, on the other to the extent attributable to facts, events, acts, omissions, conditions or circumstances occurring or existing on or prior to the Closing and (h) any Transaction Expenses incurred by the Keurig Partners or the JV Entities.

A-3

“Excluded Taxes” means (a) any Taxes imposed on or relating to the JV Assets, KCULC or KCM or for which any JV Entity is or becomes liable, in each case, with respect to or attributable to any Pre-Closing Tax Period, (b) any Taxes imposed by a Canadian Tax Authority or Pillar Two Taxes in respect of KCULC or KCM or otherwise in respect of any Canadian operations of the JV, and (c) any Taxes attributable to the Restructuring Steps and the Keurig Parent Contribution. For purposes of this Agreement, whenever it is necessary to determine the portion of any Taxes imposed on or with respect to JV Assets for a Straddle Period, the determination shall be made: (i) in the case of real, intangible or personal property, ad valorem and similar Taxes and franchise Taxes (except franchise Taxes based upon or related to income or receipts), ratably on a per diem basis and (ii) in the case of any other Taxes (such as, but not limited to, Taxes that are based on wages payments and Taxes that are based upon or related to income or receipts ), based on an interim closing of the books of each of the Keurig Parties and any or their Affiliates as if the relevant taxable period ended at the end of the Closing Date.

“Expenses” has the meaning set forth in Section 10.2(b).

“Fee Letters” means each of (a) the Fee Letter, dated as of October 26, by and between Keurig Parent and Apollo, (b) the Fee Letter, dated as of October 26, by and between Keurig Parent and KKR and (c) the Fee Letter, dated as of October 26, by and between Keurig Parent and GSAM.

“Fraud” means actual fraud under Delaware common law with respect to the making of representations and warranties.

“Fundamental Representations” means the Keurig Partners Fundamental Representations, the JV Fundamental Representations and the Co-Investor Limited Partner Fundamental Representations.

“GAAP” means Generally Accepted Accounting Principles as adopted by the U.S. Securities and Exchange Commission.

“Governmental Entity” means any domestic or foreign governmental or regulatory authority, agency, commission, body or other governmental entity.

“Guaranty” has the meaning set forth in the Recitals.

“Hazardous Substances” means (a) any “hazardous substance” as that term is defined under the Comprehensive Environmental Response, Compensation and Liability Act, (b) any “hazardous waste” as that term is defined under the Resource Conservation and Recovery Act, and (c) any other chemicals, substances, materials and wastes listed or regulated under, or which may form the basis of liability under, any Environmental Law, including petroleum and petroleum products and byproducts, asbestos and asbestos-containing materials, mold, lead, polychlorinated biphenyls, and per- and polyfluoroalkyl substances.

“Indebtedness” means any (a) obligations for borrowed money, (b) indebtedness of any kind evidenced by notes, bonds, debentures or other securities or instruments or other rights to acquire any such securities or instruments, (c) obligations in respect of letters of credit, surety bonds or bank guarantees, in each case to the extent funds have been drawn or are payable

A-4

thereunder, and (d) all penalty payments, premiums, charges, yield maintenance amounts and other expenses in respect of obligations of the types referred to in clauses (a) through (f) or which are payable as a result of or in connection with the Transactions. Indebtedness shall be calculated in accordance with GAAP.

“Indemnitee” has the meaning set forth in Section 9.5(a).

“Indemnitor” has the meaning set forth in Section 9.5(a).

“Insurance Policies” has the meaning set forth in Section 2.13.

“Intellectual Property” means all rights anywhere in the world in or to: (a) trademarks, service marks, brand names, certification marks, collective marks, d/b/a’s, Internet domain names, logos, symbols, trade dress, assumed names, fictitious names, trade names and other indicia of origin, all applications and registrations for the foregoing, and all goodwill associated therewith and symbolized thereby, including all renewals of same (collectively, “Trademarks”); (b) inventions and discoveries, whether patentable or not, and all patents, registrations, invention disclosures and applications therefor, including divisions, continuations, continuations-in-part and renewal applications, and including renewals, extensions and reissues; (c) trade secrets, confidential information and know-how, including processes, schematics, business methods, formulae, drawings, prototypes, models, designs, customer lists and supplier lists (collectively, “Trade Secrets”); (d) published and unpublished works of authorship, whether copyrightable or not (including any computer program, software, application, data, databases and other compilations of information), including mask rights and computer software, copyrights therein and thereto, registrations and applications therefor, and all renewals, extensions, restorations and reversions thereof; and (e) any other intellectual property or proprietary rights, in each case, to the extent entitled to legal protection as such.

“Interim Period” has the meaning set forth in Section 5.1.

“IP License Agreement” has the meaning set forth in the Recitals.

“IT Systems” means all software; computer hardware (whether general or special purpose); electronic data processing, information, record keeping, communications, and telecommunications systems, including any outsourced such systems; networks, interfaces, platforms, servers, peripherals, and other information technology equipment, in each case that are owned or controlled by the JV Business.

“JDEP” means JDE Peet’s N.V. and its Subsidiaries.

“JDEP Acquisition” means the acquisition by Keurig Parent or its Subsidiaries of JDEP.

“JV” has the meaning set forth in the Preamble.

“JV Assets” has the meaning set forth in the Recitals.

A-5

“JV Business” means (i) the manufacture of the Products in the Territory, (ii) the roasting and grinding of coffee beans and cocoa beans and the processing of tea leaves, in each case for use in the Products in the Territory and (iii) the sale of Products to KGM pursuant to the Wholesale Agreement or to its direct and indirect Subsidiaries in the Territory, in each case, as conducted by the Keurig Partners and their Affiliates as of the Closing.

“JV Entities” means the JV, KCULC, KGMM and their respective Subsidiaries.

“JV Financial Statements” has the meaning set forth in Section 2.8(b).

“JV Fundamental Representations” means the representations and warranties of the JV set forth in Section 2.1 (Organization, Good Standing and Qualification), Section 2.2 (Authority; Approval; Enforceability), Section 2.3(a)(i)-(ii) (No Conflict), Section 2.4 (Capitalization; Subsidiaries), Section 2.16 (Brokers).

“JV Material Adverse Change” means any change, event, development, occurrence or circumstance, or effect (any such items an “Effect”) that, individually or together with other Effects, has or could reasonably be expected to have a material adverse effect on (a) the business, assets, operations or condition (financial or otherwise) of (i) the JV Business, or (ii) Keurig Parent and its Subsidiaries, taken as a whole, or (b) the ability of the Keurig Parties or any of their Subsidiaries to consummate the Transactions, provided, however, that for the purpose of determining whether there has been a JV Material Adverse Change for purposes of clause (a) above, the following Effects will not be taken into account:

A-6

and provided, that if any adverse Effect described in subparagraphs (1), (2), (3) and (4) has or would reasonably be expected to have a disproportionate adverse effect on (x) the JV Business or (y) the Keurig Partners and their Subsidiaries, taken as a whole, as compared to similarly situated companies in the industries in which the Keurig Partners operate, the impact of such Effect shall be included for purposes of determining whether a JV Material Adverse Change has occurred or could reasonably be expected to occur.

“KCULC” has the meaning set forth in the Recitals.

“KCULC Contribution” has the meaning set forth in the Recitals.

“KCULC Contribution Agreement” has the meaning set forth in the Recitals.

“KDP Change of Control” means any sale of all or substantially all of the assets or equity of Keurig Parent (or any of its Affiliates other than the JV Entities) or any transaction resulting in any Person or group of Persons acquiring more than 50% of the voting power of Keurig Parent.

“Keurig Entities” means Keurig Parent and its Subsidiaries other than the JV Entities.

“Keurig IP” means all Intellectual Property that is (i) owned or purported to be owned by the Keurig Parties and their Affiliates and (ii) used or held for use in the JV Business.

“Keurig Lux Partner” has the meaning set forth in the Preamble.

“Keurig Merger Agreement” has the meaning set forth in the Recitals.

“Keurig Parent” has the meaning set forth in the Preamble.

“Keurig Parent Audited Financial Statements” has the meaning set forth in Section 2.8(a).

“Keurig Parent Financial Statements” has the meaning set forth in Section 2.8(a).

“Keurig Parent Unaudited Financial Statements” has the meaning set forth in Section 2.8(a).

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“Keurig Parties” has the meaning set forth in the Preamble.

“Keurig Partners” has the meaning set forth in the Preamble.

“Keurig Partners Fundamental Representations” means the representations and warranties of the Keurig Partners set forth in Section 2.1 (Organization, Good Standing and Qualification), Section 2.2 (Authority; Approval; Enforceability), Section 2.4 (Capitalization; Subsidiaries), Section 2.15 (No Other Business), Section 2.16 (Brokers), Section 3.1 (Title), Section 3.2 (Organization, Good Standing and Qualification), Section 3.3 (Authority; Approval; Enforceability) and Section 3.4(a)(i) (No Conflict).

“Keurig US Contribution” has the meaning set forth in the Recitals.

“Keurig USA Partner” has the meaning set forth in the Preamble.

“KGM” has the meaning set forth in the Preamble.

“KGMM” has the meaning set forth in the Preamble.

“Knowledge” or any similar phrase means the actual knowledge, after reasonable inquiry, of (a) with respect to the Keurig Partners, Dan Morrell, Michael Merkler and Jonathan Choa and (b) with respect to Co-Investor Limited Partner, Jonathan Bar and Somil Kadakia.

“Kodiak Newco” means Kodiak Newco Inc.

“Kodiak Preferred Stock Investment Agreement” has the meaning set forth in Section 5.9.

“Law” or “Laws” means any domestic or foreign, federal, state, provincial or local law, statute, ordinance, common law, rule, regulation, Order or other legal requirement enacted, issued, promulgated, enforced or entered by a Governmental Entity of competent jurisdiction.

“Leased Real Property” means all real property leased, subleased, licensed, used or occupied pursuant to a Lease.

“Leases” means any leases, subleases, licenses and other Contracts used in or held for use in the JV Business, giving the right to occupy or use real property, including all amendments, modifications, guaranties, subordination, non-disturbance and attachment agreements and other Contracts related thereto governing the Real Property.

“Liabilities” of any Person means, as of any given time, any and all debts, liabilities, commitments and obligations of any kind of such Person, whether fixed, contingent or absolute, matured or unmatured, liquidated or unliquidated, accrued or not accrued, asserted or not asserted, known or unknown, determined, determinable or otherwise, whenever or however arising (including whether arising out of any Contract or tort based on negligence or strict liability) and whether or not the same would be required by GAAP to be reflected in the financial statements or disclosed in the notes thereto.

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“Lien” means any lien, charge, pledge, mortgage, easement, right-of-way, covenant, restriction, hypothecation, usufruct, deed of trust, security interest, claim, title retention agreement, encroachment, lease, license, charge, option, covenant, condition, restriction, adverse claim, imperfection of title or other encumbrance, other than, in each case, restrictions on transfer arising solely under applicable federal and state securities Laws.

“Lien Releases” means such agreements, certificates and other documentation (including UCC-3 termination statements, mortgage releases, intellectual property security releases and deposit account control agreement terminations) as are necessary or as Co-Investor Limited Partner may reasonably request to demonstrate and evidence that, as of the Closing Date, the JV Assets are free from any and all Liens in respect of borrowed money or which relate to the business or assets of Keurig Partners or their Affiliates other than the JV Business.

“Losses” means, with respect to any Person, any and all probable and reasonably foreseeable losses, assessments, damages, Liabilities, Taxes, costs and expenses asserted against, imposed upon or incurred by such Person, including interest, penalties, reasonable attorneys’ fees and expenses, settlement costs, fines, judgments and awards, in each case imposed upon or incurred by such Person.

“made available” means that such information, document or material was provided in the online data room titled “Project Kona”, hosted by Venue, for review by the Parties, in each case, at least twenty-four (24) hours prior to the Effective Date.

“Main JV Agreements” means the A&R LPA, the Wholesale Agreement, the O&M Agreement, the Guaranty, the IP License Agreement, the Risk of Loss Agreement and the Supply Agreements.

“Non-Recourse Party” has the meaning set forth in Section 10.12.

“O&M Agreement” has the meaning set forth in the Recitals.

“Order” means any administrative decision or award, decree, injunction, judgment, directive, determination, order, quasi-judicial decision or award, ruling or writ of any arbitrator, mediator or Governmental Entity.

“Organizational Documents” means (a) with respect to any Person that is a corporation, its articles or certificate of incorporation or memorandum and articles of association, as the case may be, and bylaws, (b) with respect to any Person that is a partnership, its certificate of partnership and partnership agreement, (c) with respect to any Person that is a limited liability company, its certificate of formation and limited liability company or operating agreement, (d) with respect to any Person that is a trust or other entity, its declaration or agreement of trust or other constituent document, and (e) with respect to any other Person, its comparable organizational documents.

“Owned Real Property” means real property owned by the JV Entities

“Parties” or “Party” has the meaning set forth in the Preamble.

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“Permit” means any consent, license, permit, waiver, approval, authorization, certificate, registration, filing or similar consent granted, issued or required by, obtained from or made with a Governmental Entity.

“Permitted Liens” means the following Liens: (a) Liens for current Taxes, assessments or other governmental charges not yet due and payable, or which may be hereafter paid without penalty or interest or that the taxpayer is contesting in good faith through appropriate proceedings and for which adequate reserves have been established in accordance with GAAP in the accounting books and records prior to the Effective Date, (b) mechanics’, materialmens’, carriers’, workmen’s, repairmen’s or other like common law, statutory or consensual Liens arising or incurred in the ordinary course of business for amounts not yet due and payable and which are not, in the aggregate, material to the JV Business, (c) with respect to the Real Property, mortgages and other Liens on the fee simple or other superior interest in such Real Property incurred, created, assumed or permitted to exist and arising by, through or under a landlord or owner of the Real Property so long as the same do not, and cannot reasonably be expected to, materially and adversely impair, interfere with or prevent the operation of the JV Business, (d) zoning, building, subdivision or other similar requirements or restrictions so long as the same do not, and cannot reasonably be expected to, individually or in the aggregate, materially and adversely impair, interfere or prevent the operation of the JV Business, (e) other Liens (excluding monetary Liens) that do not, individually or in the aggregate, materially impair the present use and operation, or negatively affect the intended use or value, of the Real Property to which they relate, (f) Liens in favor of banking or other financial institutions arising as a matter of Law encumbering deposits or other funds maintained with a financial institution and not incurred in connection with the borrowing of money by the JV Business, (g) licenses, covenants not to assert or other similar rights relating to intellectual property, (h) Liens under leases or capital and equipment leases in the ordinary course of business and (i) Liens that are, individually or in the aggregate, de minimis to the JV Business.

“Person” means any natural person and any corporation, company, partnership (general or limited), unincorporated association (whether or not having separate legal personality), trust or other entity.

“Personal Information” means any information that, alone or in combination with other information held by the JV Business, can be used to specifically identify an individual natural person.

“Pillar Two Rule(s)” means the rules in the document “OECD/G20 Base Erosion and Profit Shifting Project Tax Challenges Arising from Digitalisation of the Economy – Global Anti-Base Erosion Model Rules (Pillar Two): Inclusive Framework on BEPS”, including any associated guidance, published by the OECD, and/or any related or similar national or international (including supranational) laws of any jurisdiction, in each case as issued, amended or replaced from time to time, or as substituted or superseded and overruled by any law, statute, ordinance, regulation or the like as in force from time to time.

“Pillar Two Taxes” means any Tax imposed under any Pillar Two Rule, including for the avoidance of doubt any Tax which is suffered by reason of the disallowance of any deduction or relief, or any other adjustment required, pursuant to any Pillar Two Rule.

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“Pre-Closing Tax Period” means any Tax year or other taxable period that ends on or before the Closing Date and, in the case of any Straddle Period, that part of the Tax year or other taxable period through the end of the day on which the Closing occurs.

“Product” has the meaning set forth in the Wholesale Agreement.

“Purchase Price” means and amount equal to $4,000,000,000.

“Real Property” means all Owned Real Property and all Leased Real Property.

“Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the indoor or outdoor environment, including the movement or migration of any Hazardous Substances through or in the air, soil, surface water, groundwater, or any structure or building.

“Representative” of a Person means any officer, director or employee of such Person or any investment banker, attorney, accountant or other advisor, agent or representative of such Person.

“Restructuring Steps” has the meaning set forth in the Recitals.

“Risk of Loss Agreement” has the meaning set forth in the Recitals.

“Sanctioned Country” means, at any time, a country or territory that is itself the target of comprehensive Sanctions (as of the Effective Date, Cuba, Iran, North Korea, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic).

“Sanctioned Person” means (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State, the United Nations Security Council, the European Union, any Member State of the European Union, or the United Kingdom; (b) any Person operating, organized, or resident in a Sanctioned Country; (c) the government of a Sanctioned Country or the Government of Venezuela; or (d) any Person 50% or more owned or controlled by any such Person or Persons or acting for or on behalf of such Person or Persons.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state or the United Kingdom.

“Solvent” means, with respect to any Person as of any date of determination, that (a) at fair valuations, the sum of such Person’s obligations and liabilities on a consolidated basis (including contingent obligations and liabilities) is less than the sum of such Person’s assets on a consolidated basis, (b) such Person will not have, on a consolidated basis, unreasonably small capital to conduct the businesses in which it is engaged or intends to be engaged and (c) such Person has not incurred and does not intend to incur, or reasonably believes that it will incur,

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debts, including contingent and other obligations or liabilities, beyond its ability to pay such debts as they become absolute and mature in the ordinary course of business.

“Straddle Period” means any taxable period beginning on or prior to, and ending after, the Closing Date.

“Subsidiary” means, with respect to any Person, any other Person of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions is directly or indirectly owned or controlled by such Person and/or by one or more of its Subsidiaries.

“Supply Agreements” has the meaning set forth in the Recitals.

“Tax” or “Taxes” means any and all forms of taxation, charges, duties, imposts and levies in the nature of a tax, including all federal, state, local and foreign income, capital gains, estimated, surtax, transfer, business, payroll, profits, franchise, gross receipts, unclaimed property, environmental, customs duty, capital stock, severances, stamp, payroll, sales, employment, unemployment, disability, use, property, withholding, excise, production, value-added, occupancy, imputed underpayment and other taxes, together with all interest, penalties and additions imposed with respect to such amounts and any interest in respect of such penalties and additions.

“Tax Authority” means any Governmental Entity having jurisdiction over the administration, assessment, determination or collection of any Tax or the filing or collection or Tax Returns.

“Tax Returns” means any return, election, declaration, report, claim (including claim for refund), estimate or information return or statement or other document relating to Taxes filed or required to be filed with any Tax Authority, including any schedule, supplement or attachment thereto and extension request with respect thereto, and including any amendment thereof.

“Territory” means the United States and Canada.

“Third-Party Claim” has the meaning set forth in Section 9.7.

“Trade Controls” means (a) all applicable trade, export control, import, and antiboycott laws and regulations imposed, administered, or enforced by the U.S. government, including the Arms Export Control Act (22 U.S.C. § 1778), the International Emergency Economic Powers Act (50 U.S.C. §§ 1701–1706), Section 999 of the Internal Revenue Code, the U.S. customs laws at Title 19 of the U.S. Code, the Export Control Reform Act of 2018 (50 U.S.C. §§ 4801-4861), the International Traffic in Arms Regulations (22 C.F.R. Parts 120–130), the Export Administration Regulations (15 C.F.R. Parts 730-774), the U.S. customs regulations at 19 C.F.R. Chapter 1, and the Foreign Trade Regulations (15 C.F.R. Part 30); and (b) all applicable trade, export control, import, and antiboycott laws and regulations imposed, administered or enforced by any other country, except to the extent inconsistent with U.S. law.

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“Transaction Expenses” means without duplication, all fees, costs and expenses (including brokerage fees, commissions, or finders’ fees) incurred, or to be incurred or otherwise payable, by or on behalf of the JV, the Keurig Partner or their respective Affiliates in connection with the negotiation, documentation and consummation of the transactions contemplated by this Agreement and the Ancillary Agreements (including legal counsel, financial advisors, investment bankers, accountants) for which, in each case, the JV or its Subsidiaries may be liable.

“Transactions” means transactions contemplated hereby (including the Restructuring Steps) or by the Ancillary Agreements.

“Transfer Taxes” has the meaning set forth in Section 6.3.

“U.S. Contributed Assets” has the meaning set forth in the Recitals.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of Delaware.

“Units” has the meaning set forth in the Recitals.

“Wholesale Agreement” has the meaning set forth in the Recitals.

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SCHEDULE 1

Restructuring Steps

See Attached.

SCHEDULE 2

Ownership of Units

SCHEDULE 3

EXHIBIT B

FORM OF A&R LPA

See Attached.

EXHIBIT C

WHOLESALE AGREEMENT

See Attached.

EXHIBIT D

FORM OF O&M AGREEMENT

See Attached.

EXHIBIT E

FORM OF KEURIG PARENT GUARANTY

See Attached.

EXHIBIT F

FORM OF IP LICENSE AGREEMENT

See Attached.

EXHIBIT G

FORM OF TRANSFER INSTRUMENT

See Attached.

EXHIBIT H

FORM OF RISK OF LOSS AGREEMENT

See Attached.

EXHIBIT I

FORM OF AGREEMENT AND PLAN OF MERGER

See Attached.

EXHIBIT J

KODIAK PREFERRED STOCK TERM SHEET

See Attached.

EXHIBIT K

SUPPLY AGREEMENT

See Attached.

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

Exhibit 10.2

AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

KEURIG JV, LP

Dated on [●], 2026

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE LAWS, INCLUDING, WITHOUT LIMITATION, DOMESTIC AND FOREIGN FEDERAL AND STATE SECURITIES APPLICABLE LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE LAWS, INCLUDING, WITHOUT LIMITATION, DOMESTIC AND FOREIGN FEDERAL AND STATE SECURITIES APPLICABLE LAWS. THE SECURITIES PURCHASED HEREUNDER MAY NOT BE RE-OFFERED FOR SALE, RE-SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ALL APPLICABLE LAWS, INCLUDING, WITHOUT LIMITATION, DOMESTIC AND FOREIGN FEDERAL AND STATE SECURITIES APPLICABLE LAWS, OR PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

TABLE OF CONTENTS

Page

ARTICLE 2

DISTRIBUTIONS, CAPITAL ACCOUNTS AND ALLOCATIONS OF NET PROFIT AND NET LOSS

ARTICLE 3

STATUS, RIGHTS AND POWERS OF LIMITED PARTNERS

i

ARTICLE 4

DESIGNATION, RIGHTS, AUTHORITIES, POWERS, RESPONSIBILITIES AND DUTIES OF THE LP COMMITTEE

ARTICLE 5

DESIGNATION, RIGHTS, AUTHORITIES, POWERS, RESPONSIBILITIES AND DUTIES OF OFFICERS AND AGENTS; SUBSIDIARIES

ARTICLE 6

LP COMMITTEE

PLANS; BOOKS, RECORDS, ACCOUNTING AND REPORTS

ARTICLE 7

TAX MATTERS

ii

ARTICLE 8

TRANSFER OF INTERESTS

ARTICLE 9

KEURIG CALL RIGHTS

ARTICLE 10

CONVERSION RIGHT; RIGHT OF FIRST OFFER; SPIN-OFF

ARTICLE 11

TERMINATION; DISSOLUTION OF JV

ARTICLE 12

DUTIES

iii

iv

Exhibits

v

KEURIG JV, LP

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

This Amended and Restated Agreement of Limited Partnership (this “Agreement”) of Keurig JV, LP, a Delaware limited partnership (the “JV”), is dated [●], 2026 (the “Effective Date”), by and among the JV, Keurig JV GP, LLC, a Delaware limited liability company (the “Withdrawing General Partner”), as the general partner, and each of Keurig Production Subco, LLC, a Delaware limited liability company (“Keurig USA Partner”), Keurig Lux Holdco, S.a.r.l., a société à responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg (the “Keurig Lux Partner” and, together with the Keurig USA Partner, the “Keurig Partners” and each, a “Keurig Partner”), AP Kona Holdings LLC, a Delaware limited liability company (together with its Permitted Transferees, “Co-Investor Limited Partner”), as a limited partner, and the Persons, if any, who from time to time become parties hereto by executing a counterpart signature page hereof in accordance with the terms of this Agreement (collectively, the “Limited Partners” and, together with the Withdrawing General Partner, the “Partners” and each, a “Partner”). Each of the Partners and the JV is also referred to herein individually as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, the JV was formed as a limited partnership under the Act (as defined herein) upon the filing of a Certificate of Limited Partnership of the JV with the Office of the Secretary of State of the State of Delaware on November 20, 2025 and the execution of the Agreement of Limited Partnership of the JV, dated as of December 18, 2025 (the “Initial LP Agreement”);

WHEREAS, the JV, the Keurig Partners and the Co-Investor Limited Partner are parties to that certain Transaction Agreement, dated as of February [●], 2026 (the “Transaction Agreement”) pursuant to which, at the Closing, (i) KGM Manufacturing LLC, a Delaware limited liability company, and a wholly owned subsidiary of Keurig USA Partner, agreed to merge with and into the JV, with the JV surviving (the “Keurig U.S. Contribution”), and in exchange therefor, the Keurig USA Partner received certain Class A-1 Units, Class B-1 Units and Class C Units (each, as defined herein), (ii) Keurig Lux Partner agreed to contribute 100% of the equity interests of Keurig Canada ULC, a Canadian unlimited liability corporation (“KCULC”) as a Capital Contribution to the JV (the “Keurig Canada Contribution” and, together with the Keurig U.S. Contribution, the “Keurig Parent Contribution”) in exchange for certain Class A-1 Units, Class B-1 Units and Class C Units and (iii) the Co-Investor Limited Partner agreed to make a Capital Contribution of $4,000,000,000 to the JV in exchange for certain Class A-1 Units, Class A-2 Units, Class B-1 Units and Class B-2 Units (in accordance with the Transaction Agreement);

WHEREAS, it is a condition to the consummation of the transactions contemplated by the Transaction Agreement that the Parties enter into this Agreement, to be effective only upon, and contingent on the occurrence of, the Closing (as defined in the Transaction Agreement), at which time the Initial LP Agreement will be superseded entirely by this Agreement; and

WHEREAS, the Partners and the JV now desire to amend and restate the Initial LP Agreement in its entirety as set forth herein to provide for, among other things, the management of the business and affairs of the JV, the allocation of profits and losses among the Limited Partners, the respective rights and obligations of the Limited Partners to each other and to the JV and certain other matters described herein.

NOW, THEREFORE, in consideration of the mutual covenants expressed herein, the Parties hereby agree as follows:

ARTICLE 1

CAPITAL CONTRIBUTIONS AND UNITS

Section 1.1  Formation. The JV was formed by the filing of a Certificate of Limited Partnership with the Secretary of State of the State of Delaware. The Initial LP Agreement is replaced and superseded in its entirety by this Agreement. The Parties hereby agree to continue a limited partnership formed pursuant to the provisions of the Act and in accordance with the terms and provisions of this Agreement.

Section 1.2  Name. The name of the JV is “Keurig JV, LP” or such other name or names as may be selected by the LP Committee from time to time, and its business will be carried on in such name with such variations and changes as the LP Committee deems necessary to comply with requirements of the jurisdictions in which the JV’s operations are conducted.

Section 1.3  Registered Office. Unless and until changed by the LP Committee, the registered office of the JV in the State of Delaware and the registered agent for service of process on the JV in the State of Delaware at such registered office shall be the initial registered office and the initial registered agent named in the Certificate of Limited Partnership, or at such other place as may be designated by the LP Committee from time to time.

Section 1.4  Principal Office. The JV shall have its principal place of business at 53 South Avenue Burlington, MA 01803, or at such other place or places as the LP Committee may from time to time determine. The LP Committee shall give the Limited Partners prompt notice of any change in the location of the JV’s principal place of business.

Section 1.5  Purpose. The JV is formed for the object and purpose of (i) engaging in any lawful business or activity and exercising all of the powers, rights and privileges which a limited liability company formed pursuant to the Act may have and exercise and (ii) engaging in any and all activities necessary or incidental to the foregoing.

Section 1.6  Term. The term of the JV commenced on the date that the Certificate was filed with the Secretary of State and shall continue until the JV is wound up and dissolved pursuant to the provisions of Section 11.4.

Section 1.7  Partners. Schedule 1.7 sets forth, as of the date hereof, (a) a current list of Partners with mailing addresses, (b) the total amount of Capital Contributions made by, or deemed to be made by, each Partner, and (c) the number of Units held by each Partner. Without limiting the Keurig USA Partner’s obligations pursuant to Section 1.12(b), a Limited Partner

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may (but in no event shall the Co-Investor Limited Partner be required to) make additional Capital Contributions at any time in compliance with Section 1.11 and Section 1.12, as applicable. To the extent that a Limited Partner makes any approved additional Capital Contribution to the JV, the LP Committee shall revise Schedule 1.7 to reflect such Capital Contribution.

Section 1.8  Units.

(a)  The interests of the Limited Partners in the JV are represented by limited partnership units referred to as the “Units”. Each Unit represents a limited partner ownership interest in the JV, is designated as a Unit of the JV and is entitled to the Distributions provided for in Article 2. Fractional Units are hereby expressly permitted. The Units shall be the only Equity Securities of the JV.

(b)  The classes of Units shall be designated as follows:

(i)  Class A-1 Units and Class B-1 Units shall hereby be designated as Voting Units. The Voting Units shall represent 100% of the voting power of the JV.

(ii)  Class A-2 Units, Class B-2 Units and Class C Units shall hereby be designated as Non-Voting Units, and shall be not entitled to vote on any matter.

(iii)  Except for the voting designations set forth in this Section, the economic rights, preferences, privileges and limitations of the Class A Units, the Class B Units and the Class C Units shall be identical in all respects as provided in this Agreement and any related schedules, without change to distributions, allocations, priority, redemption, conversion or other economic terms, unless expressly provided otherwise in this Agreement.

Section 1.9  Specific Limitations. No Partner will have the right or power to: (a) withdraw or reduce its Capital Contribution except as provided by Applicable Law or in this Agreement, (b) make voluntary Capital Contributions, except in compliance with Section 1.11 and Section 1.12, (c) bring an action for partition against the JV or any JV assets, (d) except as set forth in Article 9 of this Agreement or as required by Applicable Law, cause the winding up and dissolution of the JV, (e) require that property other than cash be distributed upon any Distribution or (f) bind the JV acting as a single Partner.

Section 1.10  Additional Units. Other than in accordance with Section 1.7 and Section 4.4, but without limiting Article 8, the LP Committee shall not issue any additional Units or any other equity interests in the JV. Promptly following the issuance of any additional Units, the LP Committee shall cause the books and records and the register of Limited Partners of the JV to reflect the number of Units issued and the Limited Partners holding such Units. Upon the execution and delivery of this Agreement or a counterpart of this Agreement and any other documents or instruments required by the LP Committee in connection therewith, compliance with the provisions of this Agreement and the making of the Capital Contribution (if any) specified to be made at such time, a Person shall be admitted to the JV as a Limited Partner of the JV, and the LP Committee shall amend Schedule 1.7 to reflect any such admittance,

3

contribution and issuance. Notwithstanding anything to the contrary in this Agreement, in no event shall the Keurig Partners own or otherwise be entitled to less than fifty-one percent (51%) of all the outstanding Units or of any class of outstanding Units (other than the Class A-2 Units or Class B-2 Units) at any time without the Keurig Partners’ prior written consent.

Section 1.11  Capital Contributions.

(a)  Each Limited Partner’s Capital Contribution shall be made in accordance with this Section 1.11 and Section 1.7. No additional Units shall be issued in connection with any Capital Contribution made by a Limited Partner in respect of its required Capital Contribution or any discretionary Capital Contribution (including any additional Capital Contribution, if any, made by the Co-Investor Limited Partner).

(b)  Each Limited Partner shall fund any Capital Contribution in cash, except with the approval of the LP Committee (and receipt of any Unanimous Approval), in which case, (i) any such in-kind Capital Contributions shall be valued at Fair Value and effected by a written assignment or such other documents as the LP Committee shall direct to perfect the JV’s interest in such in-kind Capital Contributions, and (ii) Schedule 1.7 shall be updated to (A) delineate between cash and in-kind Capital Contributions, as applicable, and (B) reflect the Fair Value of any in-kind property contributed to the JV in accordance with Section 1.7.

Section 1.12  Additional Capital Contributions.

(a)  Generally. In addition to the initial Capital Contributions of each Limited Partner, except as required pursuant to Section 1.12(b), no Limited Partner shall be obligated to make any additional Capital Contributions to the JV. No Limited Partner shall be permitted to make discretionary Capital Contributions except with the prior written consent of the LP Committee.

(b)  Keurig USA Partner Required Capital Contributions. In the event that the JV’s and MarketingCo’s consolidated operational expenses, capital expenditures and any other expenses exceed the budgeted expenses reflected in the initial Annual Plans in respect of the 2026 Fiscal Year (with such amounts escalating annually after the 2026 Fiscal Year based on the PPI) by more than one hundred twenty percent (120%) of the pro-rated annual amount thereof in any Fiscal Quarter, the JV shall issue a capital call notice promptly (but in any event within ten (10) Business Days of the earlier of the JV learning of such excess or the end of such Fiscal Quarter) to the Keurig USA Partner requiring the Keurig USA Partner or its designee to fund such excess by means of a Capital Contribution in the form of cash within thirty (30) days following receipt of such capital call notice. Any such Capital Contribution (i) will be non-dilutive and non-priming with respect to any distributions to the Co-Investor Limited Partner, (ii) will be made in respect of the Units held by the Keurig USA Partner as of the date hereof and (iii) will not result in the issuance of additional Units.

(c)  Working Capital Facility. Solely to the extent the LP Committee determines in good faith that additional funding to the JV is required to (x) respond to an emergency, (y) cure any default under any Indebtedness of the JV or its Subsidiaries or (z) fund quarterly expenses up to one hundred twenty percent (120%) of the pro-rated annual amount set

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forth in the initial Annual Plans in respect of the 2026 Fiscal Year (with such amounts escalating annually based on the PPI) allocated to such quarter should there be a shortfall in the JV’s or its Subsidiaries’ ability to do so (after taking into account the JV’s and its Subsidiaries’ available cash reserves, which shall be utilized prior to providing additional funding pursuant to the Working Capital Facility), (i) the JV shall be permitted, with Unanimous Approval, to obtain such capital pursuant to a working capital facility of up to $200,000,000, in the aggregate, from a third-party lender and/or (ii) the Keurig Partners, or their respective Affiliates, shall be permitted, in their good faith discretion, to make additional capital available to the JV pursuant to a working capital facility available to be drawn up to $200,000,000 in the aggregate over the life of the investment (the “Working Capital Facility”). Co-Investor Limited Partner shall have the right to participate alongside any Keurig Partner or its Affiliates, as applicable, in funding such Working Capital Facility on a pro rata basis based on their relative Class A Units and Class B Units; provided, however, that in the event that Co-Investor Limited Partner elects to participate in such Working Capital Facility, the Keurig Partners and the Co-Investor Limited Partner shall negotiate in good faith to agree upon minority protections for the Co-Investor Limited Partner to be included in the documentation governing such Working Capital Facility (it being acknowledged and agreed that such Working Capital Facility shall not permit the relevant Keurig Partners to take any actions thereunder that would disproportionately and adversely affect the Co-Investor Limited Partner); provided, further, that if the parties are unable to reach agreement on such minority protections within five (5) Business Days, then the relevant Keurig Partner shall be permitted to proceed with such Working Capital Facility without the Co-Investor Limited Partner’s participation. Notwithstanding the foregoing, there shall not be a cap on any funding required pursuant to sub-clause (z) of the first sentence of this clause (c). The (x) Working Capital Facility will (i) have an interest rate comparable to similar liquidity facilities, (ii) not contain any maintenance covenants, (iii) mature in five (5) years and (iv) require that any actions or proceedings to enforce the terms of such facility shall require approval of the Co-Investor Limited Partner, (y) JV will be required to repay in full all amounts drawn down from such Working Capital Facility prior to making any Distributions under Section 2.1 and (z) Working Capital Facility will be treated as Indebtedness of the JV and will not result in the issuance of additional Units. For avoidance of doubt, except as described in clause (y) above or in Section 11.4, in no event shall any Working Capital Facility or other indebtedness entered into in accordance with the terms of this Agreement contractually prohibit or restrict the JV from making any payments to or for the benefit of the Co-Investor Limited Partner (including the Call Price, Early Call Price or otherwise).

(d)  Co-Investor Limited Partner’s Liability.

(i)  The Co-Investor Limited Partner shall be liable for Losses only to the extent such Losses arise from any of the following Specified Circumstances (as defined below): (i) willful misconduct of the Co-Investor Limited Partner in respect of its obligations under this Agreement (it being understood and agreed that the exercise of any Unanimous Approvals of the Co-Investor Limited Partner shall not constitute willful

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misconduct) or (ii) liability resulting from the failure to fund its Capital Contribution when required to do so under the Transaction Agreement (collectively, the “Specified Circumstances” and such liabilities, the “Co-Investor Liabilities”). Any liabilities or Losses not arising from the Specified Circumstances shall be borne and funded by the Keurig Partners (and for avoidance of doubt, any such funding by the Keurig Partners (i) will be non-dilutive and non-priming with respect to any distributions to the Co-Investor Limited Partner, (ii) will be made in respect of the Units held by the Keurig USA Partner as of the date hereof and (iii) will not result in the issuance of additional Units).

(ii)  In the case of the Co-Investor Limited Partner’s failure to timely fund any Losses in respect of the Specified Circumstances, the Keurig Partners may, following written Notice by the Keurig Partners to the Co-Investor Limited Partner and the Co-Investor Limited Partner failing to cure such failure to fund within thirty (30) days after receipt of such written Notice, enter into loan agreement(s) or note(s) (“Member Loans”), for the Keurig Partners to loan the unfunded amount of such Losses to the JV, and cause the JV to execute such Member Loan. Interest on Member Loans shall accrue at four percent (4%) per annum, and there shall be no fixed maturity date for any Member Loan.

ARTICLE 2

DISTRIBUTIONS, CAPITAL ACCOUNTS AND ALLOCATIONS OF NET PROFIT AND NET LOSS

Section 2.1  Distributions.

(a)  Distribution Policy. The LP Committee shall have full and sole discretion to declare distributions by the JV. The JV hereby adopts the distribution policy (the “Distribution Policy”) set forth on Schedule 2.1, which such Distribution Policy shall govern the making of distributions by the JV and its Subsidiaries, except as set forth in Section 11.4. The JV and the LP Committee shall at all times comply with the Distribution Policy.

(b)  Parent Guaranty. The Keurig Partners shall, concurrently with the execution of this Agreement by the Parties, provide the Parent Guaranty to the JV and the Co-Investor Limited Partner. Any amounts paid or contributed to the JV by Keurig Parent in its capacity as guarantor or by any other credit support provider shall be deposited into the same account into which such proceeds would have been deposited if the applicable Keurig Partner had made the applicable payment or contribution itself.

Section 2.2  No Violation. Notwithstanding any provision to the contrary contained in this Agreement, the JV shall not make a Distribution to any Limited Partner on account of such Limited Partner’s Units if such Distribution would violate any Applicable Law.

Section 2.3  Capital Accounts. The JV shall maintain a separate capital account for each Limited Partner in accordance with the following provisions, provided, that sub-capital accounts may be maintained to facilitate tracking with respect to each class of Units (each such account, a “Capital Account”):

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(a)  to each Limited Partner’s Capital Account there shall be credited (x) such Limited Partner’s contributions of cash and the Book Value of other properties and assets contributed to the JV, (y) such Limited Partner’s distributive share of Net Profits and other items of income or gain which are specifically allocated to such Limited Partner and (z) the amount of any JV liabilities assumed by such Limited Partner or which are secured by any property distributed to such Limited Partner; and

(b)  to each Limited Partner’s Capital Account there shall be debited (x) the amount of money and the book value of any property distributed to such Limited Partner pursuant to any provision of this Agreement (for the avoidance of doubt, not including any Distribution treated as a payment for the use of capital under Section 707(c) of the Code pursuant to Section 2.9), (y) such Limited Partner’s distributive share of Net Losses and other items of expense or loss which are specifically allocated to such Limited Partner and (z) the amount of any liabilities of such Limited Partner assumed by the JV or which are secured by any property contributed by such Limited Partner to the JV.

(c)  This Section 2.3 and other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b)(2)(iv), and shall be interpreted and applied in a manner consistent with such Treasury Regulations. If any Unit or other interest in the JV (or portion thereof) is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account to the extent such capital is attributable to such transferred Unit or other interest in the JV (or portion thereof).

Section 2.4  Negative Capital Accounts. No Limited Partner shall be required to pay to any other Limited Partner or the JV any deficit or negative balance which may exist from time to time in such Limited Partner’s Capital Account (including upon and after dissolution, termination, or cancellation of the JV).

Section 2.5  No Withdrawal. No Limited Partner shall be entitled to withdraw any part of such Limited Partner’s Capital Contributions or Capital Account balance or to receive any Distribution from the JV, except as expressly provided herein.

Section 2.6  Allocations.

(a)  Allocations Generally. Except as otherwise provided herein, and after giving effect to the allocations set forth in Section 2.7 and consistent with the Intended Tax Treatment under Section 2.9, Net Profit and Net Loss (and, to the extent necessary, individual items of income, gain, loss, deduction or credit) of the JV shall be allocated among the Capital Accounts of the Limited Partners in a manner that, as closely as possible, gives economic effect to the provisions of Section 2.1 and Section 11.4 and the other relevant provisions of this Agreement.

(b)  Special Allocations. Notwithstanding Section 2.6(a):

(i)  Any Net Profit or Net Loss (and, to the extent necessary, individual items of income, gain, loss, deduction or credit) in respect of the JV’s interest in KCULC (“Canadian Profit or Loss”) that is allocated to the Keurig Partners pursuant

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to Section 2.6(a) shall be specially allocated ninety-five percent (95%) to the Keurig Lux Partner and five percent (5%) to the Keurig USA Partner.

(ii)  Any Net Profit or Net Loss (and, to the extent necessary, individual items of income, gain, loss, deduction or credit) that is not Canadian Net Profit or Net Loss and that is allocated to the Keurig Partners pursuant to Section 2.6(a) shall by specially allocated five percent (5%) to the Keurig Lux Partner and ninety-five percent (95%) to the Keurig USA Partner.

Section 2.7  Regulatory Allocations; Other Allocation Rules. The JV shall maintain a separate Capital Account for each Limited Partner in accordance with the following provisions:

(a)  Regulatory Compliance. The provisions of Section 2.1 (including the Distribution Policy), Section 2.3, Section 2.4, Section 2.5, Section 2.6, this Section 2.7, and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Treasury Regulation. In furtherance of the foregoing, Section 704 of the Code and the Treasury Regulations thereunder, including the provisions of such Regulations addressing qualified income offset, minimum gain chargeback requirements and allocations of deductions attributable to nonrecourse debt and partner nonrecourse debt (as defined in Regulation Section 1.704-2(b)(4)), are hereby incorporated by reference.

(b)  Modification of Allocations. The allocations set forth in Section 2.6, and this Section 2.7 are intended to comply with certain requirements of the Treasury Regulations. Notwithstanding the other provisions of this Article 2, the LP Committee shall be authorized to make, in its reasonable discretion, appropriate amendments to the allocations of Net Profit and Net Loss (and to individual items of income, gain, loss, deduction and credit) pursuant to this Agreement (i) in order to comply with Section 704 of the Code or applicable Treasury Regulations, (ii) to allocate properly Net Profit and Net Loss (and individual items of income, gain, loss, deduction and credit) to those Limited Partners that bear the economic burden or benefit associated therewith (including by making one or more special allocations of income, gain, loss, deduction and credit to one or more Limited Partners), and/or (iii) to otherwise cause the Limited Partners to achieve the objectives underlying this Agreement as reasonably determined by the LP Committee. If there are any changes after the date of this Agreement in applicable tax law, regulations or interpretation, or any errors, ambiguities, inconsistencies or omissions in this Agreement with respect to allocations to be made to Capital Accounts which would, individually or in the aggregate, cause the Limited Partners not to achieve in any material respect the economic objectives underlying this Agreement, the LP Committee may, in its discretion, make appropriate adjustments to such allocations in order to achieve or approximate such economic objectives.

(c)  The Capital Accounts of the Limited Partners may, at the discretion of the LP Committee, be adjusted in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f), and thereafter maintained in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(g) (including the computation of Net Profit and Net Loss with reference to such adjustment), to reflect the Fair Value of JV property whenever an interest in the JV is relinquished to the JV, whenever an additional Limited Partner is admitted to the JV or a Limited Partner increases its

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Capital Contributions and the amount of capital contributed by such Limited Partner upon its admission or increase, as the case may be, is more than de minimis and reflects changes in the value of JV assets upon a liquidation of the JV, and shall be adjusted in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(e) in the case of a distribution of more than a de minimis amount of property (other than cash).

(d)  Any amendment or adjustment by the LP Committee pursuant to Section 2.7(b) or Section 2.7(c) shall be subject to consent by the Co-Investor Limited Partner if such amendment or adjustment could materially, adversely and disproportionately impact the Co-Investor Limited Partner as compared to the Keurig Partners, taking into account the differences between the rights and intended tax treatment of the Keurig Partners’ Units, on the one hand, and the Co-Investor Limited Partner’s Units on the other.

Section 2.8  Tax Allocations.

(a)  The income, gains, losses, deductions and credits of the JV will be allocated for federal, state and local income tax purposes among the Limited Partners in accordance with the allocation of such income, gains, losses, deductions and credits among the Partners for computing their Capital Accounts; except that if any such allocation is not permitted by the Code or other applicable law, the JV’s subsequent income, gains, losses, deductions and credits will be allocated for federal, state and local income tax purposes among the Limited Partners so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts.

(b)  Items of the JV’s taxable income, gain, loss and deduction with respect to any property contributed to the capital of the JV shall be allocated among the Limited Partners in accordance with Section 704(c) of the Code so as to take account of any variation between the adjusted basis of such property to the JV for U.S. federal income tax purposes and its Book Value. In addition, if the Book Value of any of the JV’s asset is adjusted pursuant to the requirements of Treasury Regulations Section 1.704-l(b)(2)(iv)(f), then subsequent allocations of items of taxable income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for U.S. federal income tax purposes and its Book Value in the same manner as under Section 704(c) of the Code. The LP Committee shall determine all allocations pursuant to this Section 2.8(b) using the “traditional method” (or such other method elected by the Keurig Partners) as described in Treasury Regulations Section 1.704-3.

(c)  Allocations of tax credits, tax credit recapture, and any items related thereto shall be allocated to the Partners according to their interests in such items as determined by the LP Committee taking into account the principles of Treasury Regulations Section 1.704-1(b)(4)(ii).

(d)  Any recapture of depreciation or any other item of deduction shall be allocated, in accordance with Treasury Regulations Sections 1.1245-1(e) and 1.1254-5, to the Partners who received the benefit of such deductions (taking into account the effect of any remedial allocations).

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(e)  Allocations pursuant to this Section 2.8 are solely for purposes of U.S. federal, state and local taxes and shall not affect any Limited Partner’s Capital Account.

Section 2.9  Intended Tax Treatment. For U.S. federal (and applicable state and local) income tax purposes, the Parties shall treat: (i) the JV as a partnership in which the Keurig Partners and the Co-Investor Limited Partner are partners, (ii) each Distribution or accrual of the Target IRR to the Co-Investor Limited Partner as: (A) a payment for the use of capital under Section 707(c) of the Code, the deduction of which by the JV is subject to limitations of Section 163(j) of the Code, assuming such deduction is defined as “properly allocable to a trade or business” as defined in Section 163(j)(5) of the Code, (B) thereafter, a tax-free distribution governed by Section 731(a) of the Code to the extent of the Co-Investor Limited Partner’s unreturned Purchase Price plus the deemed capital contribution pursuant to clause (iii); and (C) thereafter, a distributive share of the JV’s income attributable to USA Available Cash and KCM Available Cash (in accordance with its Class A Distribution Percentage and Class B Distribution Percentage and Schedule 2.1) for which the Co-Investor Limited Partner shall be allocated items of net income, (iii) any accrual of the Target IRR that does not have a corresponding cash distribution to the Co-Investor Limited Partner shall be treated as a deemed capital contribution for purposes of Section 704(b) of the Code, which shall result in a tax-free distribution governed by Section 731(a) of the Code when such amounts are distributed pursuant to clause (B), and (iv) each Upfront Fee (as defined in the applicable Fee Letter (as defined in the Transaction Agreement)) shall be deductible to the payor thereof (clauses (i)-(iv), the “Intended Tax Treatment”). For the avoidance of doubt, for these purposes, (x) the amount of each Distribution or accrual of the Target IRR treated as described under clause (ii)(A) would be calculated at the Target IRR for the life of the Co-Investor Limited Partner’s investment, based on the Target IRR in effect at the time of the Distribution or accrual and the amount of the Purchase Price for such Taxable Year remaining after the application of clause (B), (y) the Co-Investor Limited Partner’s investment into Class A Units or Class B Units shall not be considered to result in any capital shift or other allocation of JV income other than as described under clause (A) and clause (C), and (z) if the Co-Investor Limited Partner does not recover any amounts beyond its Target IRR along with the Purchase Price amount, any allocation under clause (C) would be expected, based on the facts as of the date hereof, to be de minimis. No Party shall take a position inconsistent with the Intended Tax Treatment on any Tax Return or filing or in any Tax proceeding except as otherwise required by a change in applicable law or the good faith resolution of a tax contest. For the avoidance of doubt, the Parties intend and agree that any Coffee Assets in the United States are intended to be held by the JV and its Subsidiaries predominantly on a pass-through basis for U.S. federal (and applicable state and local) income tax purposes.

Section 2.10  Withholding and Indemnification for Payments on Behalf of a Limited Partner. The JV may withhold from Distributions with respect to any Unit or portions thereof if it is required by Applicable Law to make any payment to a Governmental Authority that is specifically attributable to a Limited Partner with respect to Units held by such Person (including federal, state or local taxes), and each such Limited Partner hereby authorizes the JV to withhold from or pay on behalf of or with respect to such Limited Partner any such payment that the JV is required to withhold or pay with respect to any amount distributable or allocable to such Limited Partner with respect to Units held by such Person pursuant to this Agreement. Any taxes, penalties and interest payable under the Partnership Tax Audit Rules by the JV or any fiscally transparent entity in which the JV owns an interest shall be treated as specifically attributable to

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the Limited Partners and the LP Committee shall use commercially reasonable efforts to allocate the burden of (or any diminution in distributable proceeds resulting from) any such taxes, penalties or interest to the Limited Partners to whom such amounts are specifically attributable (whether as a result of their status, actions, inactions or otherwise) as reasonably determined by the LP Committee; provided, that for the avoidance of doubt, that if a “push-out” election under Section 6226 of the Code (or any analogous election under state or local tax law) with respect to any fiscally transparent entity in which the JV owns an equity interest is not made for any taxable period that ends prior to or includes the Effective Date, the burden of (or any diminution in distributable proceeds resulting from) any such taxes, penalties or interest payable under the Partnership Tax Audit Rules shall be specifically allocated to the Keurig Partners; provided, further, however, that with respect to any taxable period that includes the Effective Date, such burden shall be specifically allocated to the Keurig Partners only to the extent attributable to the portion of such taxable period up to and including the Effective Date. Any amounts withheld from, paid on behalf of or otherwise specifically attributable to any Limited Partner pursuant to this Section 2.10 will be treated as having been distributed to such Limited Partner. To the extent that the cumulative amount withheld or paid for any period exceeds the Distributions to which such Limited Partner is entitled for such period with respect to Units held by such Person, the JV will provide notice to such Limited Partner and such amount will (a) be treated as having been distributed to such Limited Partner as an advance against the next Distributions that would otherwise be made to such Limited Partner with respect to Units held by such Person, and such amount shall be satisfied by offset from such next Distributions or (b) if requested in writing by the LP Committee, be contributed by such Limited Partner to the JV within fifteen (15) days of demand therefor. If a Limited Partner fails to comply with its obligation to contribute to the JV pursuant to clause (b) above, such Limited Partner shall indemnify the JV in full for the entire amount paid by the JV (including interest, penalties and related expenses). Each Limited Partner will furnish the LP Committee with such information as may reasonably be requested by the LP Committee from time to time to determine whether withholding is required and the amount thereof, and each Limited Partner will promptly notify the LP Committee if such Limited Partner determines at any time that it is subject to withholding. A Limited Partner’s obligation to indemnify and make contributions to the JV under this Section 2.10 shall survive (i) the termination, dissolution, liquidation, cancellation, and winding up of the JV, and for purposes of this Section 2.10, to the fullest extent permitted by applicable law, the JV shall be treated as continuing in existence and (ii) such Limited Partner ceasing to be a Limited Partner. The JV may pursue and enforce all rights and remedies it may have against each Limited Partner under this Section 2.10 if a Limited Partner does not comply with the provisions in this Section 2.10, including instituting a lawsuit to collect such amounts required to be paid to the JV or otherwise borne by such Limited Partner, with interest calculated at a rate equal to the prime rate plus three percentage (3%) points per annum (but not in excess of the highest rate per annum permitted by applicable law), compounded on the last day of each Fiscal Quarter.

ARTICLE 3

STATUS, RIGHTS AND POWERS OF LIMITED PARTNERS

Section 3.1  Return of Distributions of Capital. Except as expressly set forth in this Agreement or as otherwise expressly required by Applicable Law, a Limited Partner, in such capacity, shall have no liability for obligations or liabilities of the JV in excess of (a) the amount

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of Capital Contributions made or required to be made by such Limited Partner, (b) such Limited Partner’s share of any assets and undistributed profits of the JV and (c) to the extent required by Applicable Law or this Agreement, the amount of any Distributions wrongfully distributed to such Limited Partner. For the avoidance of doubt, the Co-Investor Limited Partner shall have no liability for obligations or liabilities of the JV or otherwise hereunder other than the Co-Investor Liabilities. Except as expressly set forth in this Agreement or as otherwise required by Applicable Law, upon an insolvency of the JV, no Limited Partner shall be obligated by this Agreement to return any Distribution to the JV or pay the amount of any Distribution for the account of the JV or to any creditor of the JV; provided, however, that if any court of competent jurisdiction determines in a final, non-appealable order that, notwithstanding this Agreement, any Limited Partner is obligated to return or pay any part of any Distribution, such obligation shall bind such Limited Partner alone and not any other Limited Partner or any LP Committee Member; provided, further, that, without limiting the terms of Section 1.12(d), if any Limited Partner is required to return all or any portion of any Distribution under circumstances that are not unique to such Limited Partner but that would have been applicable to all Limited Partners if such Limited Partners had been named in the lawsuit against the Limited Partner in question (such as where a Distribution was made to all Limited Partners and rendered the JV insolvent, but only one Limited Partner was sued for the return of such Distribution), the Limited Partner that was required to return or repay the Distribution (or any portion thereof) shall be entitled to reimbursement from the other Limited Partners that were not required to return the Distributions made to them based on each such Limited Partner’s Pro Rata Share of the Distribution in question. The provisions of the immediately preceding sentence are solely for the benefit of the Limited Partners and shall not be construed as benefiting any Third Party. The amount of any Distribution returned to the JV by a Limited Partner or paid by a Limited Partner for the account of the JV or to a creditor of the JV pursuant to this Section 3.1 shall be added to the account or accounts from which it was subtracted when it was distributed to such Limited Partner.

Section 3.2  No Management or Control. Except as expressly provided in this Agreement (including, for the avoidance of doubt, the Unanimous Approval Matters and Section 14.1) or as delegated by the LP Committee or as provided for in the Operations and Maintenance Agreement, no Limited Partner shall take part in or interfere in any manner with the management of the business and affairs of the JV.

Section 3.3  Voting. Except as otherwise expressly set forth in this Agreement (including Article 4 and Article 5 and Schedule 4.1 hereof) or as required by Applicable Law that cannot be waived, no matter or action will require the vote or approval of the Limited Partners. In the event any matter or action is required by Applicable Law to be submitted to a vote (or for the approval) of the Limited Partners and such Law cannot be waived, (a) the Class A-1 Units and the Class B-1 Units will vote together as a single class, (b) each Limited Partner that holds Class A-1 Units and Class B-1 Units shall be entitled to one (1) vote per Class A-1 Unit and one (1) vote per Class B-1 Unit held by such Limited Partner, and (c) action by written consent in lieu of a meeting is expressly permitted if such written consent is provided to all Limited Partners in a reasonable amount of time (it being agreed that five (5) Business Days shall be deemed to be reasonable) prior to the execution thereof and is subsequently signed by Limited Partners having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Units entitled to vote thereon were present and voted.

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ARTICLE 4

DESIGNATION, RIGHTS, AUTHORITIES, POWERS, RESPONSIBILITIES AND DUTIES OF THE LP COMMITTEE

Section 4.1  LP Committee.

(a)  The business of the JV will be managed by the General Partner that hereby delegates authority to a committee appointed and determined as provided in Schedule 4.1 attached hereto (the “LP Committee”); provided, that, except as otherwise provided herein, no single member of the LP Committee (in their capacity as such) may bind the JV, and the LP Committee will have the power to act only collectively in accordance with the provisions and in the manner specified herein and in Schedule 4.1. The LP Committee will initially be comprised of the individuals set forth in Schedule 4.1. Thereafter, the individuals constituting the LP Committee will be determined in accordance with the provisions of Schedule 4.1. Schedule 4.1 sets forth the procedures for the conduct of the affairs of the LP Committee and decisions of the LP Committee will be set forth in a resolution adopted in accordance with the procedures set forth in Schedule 4.1. Such decisions will be carried out by officers or agents of the JV designated by the LP Committee in such resolution or in one or more standing resolutions or with the power and authority to do so under Article 5.

(b)  A decision of the LP Committee may be amended, modified or repealed in the same manner in which it was adopted or in accordance with the procedures set forth in Schedule 4.1 as then in effect; provided, however, that no such amendment, modification or repeal will affect any Person who has been furnished a copy of the original resolution, certified by a duly authorized officer of the JV, until such Person has been notified in writing of such amendment, modification or repeal; provided, further, that no such amendment, modification or repeal will invalidate actions previously authorized by such original resolution with respect to any Person if such original resolution has been relied upon in good faith by such Person.

Section 4.2  Authority of the LP Committee. Except as otherwise expressly provided in this Agreement, the General Partner has designated the LP Committee to have the exclusive power and authority on its behalf to manage the business and affairs of the JV and to make all decisions with respect thereto. The LP Committee is hereby vested with all rights and powers of a general partner under the Act and has full authority to manage the JV and exercise all rights on behalf of the JV under, and in accordance with, this Agreement, including all rights and powers to manage and control the business and affairs of the JV in accordance with this Agreement. For the avoidance of doubt, the General Partner has no rights or powers as a partner of the JV, and pursuant to Section 17-403 of the Act, the General Partner, solely in its capacity as such, has irrevocably delegated to the LP Committee ab initio all of its rights and powers with respect to the JV (for the avoidance of doubt, this sentence shall not apply to any rights or powers of Keurig Lux Partner in its capacity as a Limited Partner or a holder of Units or as otherwise expressly provided to the Keurig Lux Partner or the Keurig USA Partner hereunder). No Partner or Designee (acting individually) shall have the authority to manage the business and affairs of the JV or contract for or incur on behalf of the JV any debts, liabilities or other obligations or bind the JV, except as expressly permitted by this Agreement. Except as otherwise expressly provided in this Agreement, the LP Committee or Persons designated by the LP Committee,

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including officers and agents of the JV appointed by the LP Committee, will be the only Persons authorized to execute documents which will be binding on the JV. To the fullest extent permitted by Applicable Law, but subject to any specific provisions hereof granting rights to the Limited Partners, the LP Committee will have the power to perform any acts, statutory or otherwise, with respect to the JV or this Agreement, which would otherwise be possessed by the Limited Partners under the Act, and the Limited Partners will have no power whatsoever with respect to the management of the business and affairs of the JV. The power and authority granted to the LP Committee hereunder will include all those necessary, advisable or incidental for the accomplishment of the purposes of the JV and the exercise of the powers of the JV. Except as otherwise stated herein, any decision, action, approval, authorization, election or determination made by the LP Committee in furtherance of the terms herein may be made by the LP Committee in its sole discretion.

Section 4.3  Reliance by Third Parties. Any Person dealing with the JV or the Limited Partners may rely upon a certificate signed by any Keurig Designee as to: (a) the identity of the Limited Partners, (b) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by Limited Partners or are in any other manner germane to the affairs of the JV, (c) the Persons which are authorized to execute and deliver any instrument or document of or on behalf of the JV, (d) the authorization of any action by or on behalf of the JV by the LP Committee or any officer or agent acting on behalf of the JV or (e) any act or failure to act by the JV or as to any other matter whatsoever involving the JV or the Limited Partners.

Section 4.4  Certain Approval Rights. Notwithstanding anything to the contrary herein, none of the JV, any of its Subsidiaries nor any officer or agent of the JV (including the Operator or the LP Committee) or any other person or entity acting on behalf of the JV or any of its Subsidiaries (which may include any Affiliate of the JV or any Keurig Partner), shall take or consent to any of the actions described in Exhibit B and, solely with respect to KCULC and its Subsidiaries, Exhibit B-1 and Exhibit B-2, in each case, without (i) the unanimous approval of the LP Committee and (ii) the unanimous prior written approval of each of the Limited Partners holding at least ten percent (10%) of the voting power in the JV (such approval, “Unanimous Approval,” and such matters subject to Unanimous Approval, the “Unanimous Approval Matters”); provided, that in no event shall any partial exercise of the Early Call Right, Call Right or the Conversion Right alter or impair the Unanimous Approval rights of the Co-Investor Limited Partner or the Co-Investor Designees. Any action (or inaction) taken (or not taken) that is not in compliance with this Section 4.4 and Exhibit B shall be null and void ab initio and of no force or effect. The JV shall not permit its Subsidiaries to take any actions that would otherwise require Unanimous Approval absent receipt of such Unanimous Approval.

Section 4.5  Operation of the JV. The JV and its Subsidiaries shall be operated in material compliance with all Applicable Laws, and each Limited Partner shall act in its capacity as such in accordance with all Applicable Laws in all material respects.

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ARTICLE 5

DESIGNATION, RIGHTS, AUTHORITIES, POWERS, RESPONSIBILITIES AND DUTIES OF OFFICERS AND AGENTS; SUBSIDIARIES

Section 5.1  Officers and Agents. Except as otherwise determined by the LP Committee, Keurig Lux Partner may appoint the officers of the JV, which may consist of such officers as it deems appropriate, including, as Keurig Lux Partner may elect, a president, a secretary and a treasurer and one or more vice-presidents and one or more assistant secretaries and assistant treasurers and such other officers as it deems appropriate, and/or agents of the JV to such positions and with such titles, if any, as Keurig Lux Partner deems appropriate, or may determine that no such officers or agents of the JV will be appointed, and may delegate to such officers or agents (if so appointed) such powers as are granted to the LP Committee hereunder, including (as applicable) the power to run the day-to-day business of the JV, to execute documents on behalf of the JV and to cause the JV to perform and/or make elections under any agreement of the JV, in each case, as Keurig Lux Partner may reasonably determine; provided, that no such delegation by Keurig Lux Partner shall be permitted if it shall impair or limit the application of any consent right held by any Co-Investor Limited Partner set forth in this Agreement, including any such delegation that will result in the JV taking any of the actions set forth in Section 4.4 or Exhibit B without the written consent of all Persons having approval rights pursuant thereto and in breach of Section 4.4 or Exhibit B, as the case may be. Any number of offices may be held by the same person. Such officers or agents of the JV, if so appointed, shall not be compensated by the JV. Other than as expressly permitted by this Agreement, the JV shall not hire any employees. No officer shall be entitled to receive any fees or other payments in respect of services rendered in their capacity as an officer of the JV.

Section 5.2  Tenure. Each officer of the JV shall hold office until his or her respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his or her election or appointment, or in each case, until he or she sooner dies, resigns, is removed or becomes disqualified. Each agent of the JV shall retain his or her authority at the pleasure of the LP Committee or Keurig Lux Partner, or the officer by whom he or she was appointed or by the officer who then holds agent appointive power.

Section 5.3  Vacancies. If the office of any officer of the JV becomes vacant, Keurig Lux Partner may choose a successor. Each such successor shall hold office for the unexpired term, and until his or her successor is chosen and qualified or in each case, until he or she sooner dies, resigns, is removed or becomes disqualified.

Section 5.4  Resignation and Removal. Keurig Lux Partner may at any time remove any officer and/or agent of the JV with or without cause. Any officer may resign at any time by delivering his or her resignation in writing to the LP Committee. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state.

Section 5.5  President. The president, if any, shall be the chief executive officer of the JV, shall preside at all meetings of the LP Committee unless a Chair of the LP Committee has

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been appointed and determined as provided in Schedule 4.1) attached hereto and is present, and shall see that all orders and resolutions of the LP Committee are carried into effect.

Section 5.6  Vice-Presidents. In the absence of the president or in the event of the president’s inability or refusal to act, the vice-president, if any (or in the event there be more than one vice-president, the vice-presidents in the order designated by Keurig Lux Partner, or in the absence of any designation, then in the order of their appointment), shall perform the duties of the president and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-president shall perform such other duties and have such other powers as Keurig Lux Partner or the president, if any, may from time to time prescribe.

Section 5.7  Secretary. The secretary, if any, shall attend all meetings of the LP Committee and record all the proceedings of the meetings of the JV and of the LP Committee in a book to be kept for that purpose and shall perform like duties for any standing committees when required. The secretary shall give, or cause to be given, notice of all special meetings of the LP Committee, and shall perform such other duties as may be prescribed by Keurig Lux Partner or the president, if any, under whose supervision the secretary shall be. The secretary shall have custody of the corporate seal of the JV (if any) and the secretary, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the secretary’s signature or by the signature of such assistant secretary. Keurig Lux Partner may give general authority to any other officer to affix the corporate seal of the JV (if any) and to attest the affixing by the secretary’s signature.

Section 5.8  Assistant Secretaries. The assistant secretaries, if any, shall assist the secretary with the secretary’s duties and shall, in the absence of the secretary or in the event of the secretary’s inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as Keurig Lux Partner may from time to time prescribe.

Section 5.9  Treasurer. The treasurer, if any, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the JV and shall deposit all moneys and other valuable effects in the name and to the credit of the JV in such depositories as may be designated by the LP Committee. The treasurer shall disburse the funds of the JV as may be ordered by the LP Committee, taking proper vouchers for such disbursements, and shall render to the president and the LP Committee, at its regular meetings, or when the LP Committee so requires, an account of all the treasurer’s transactions as treasurer and of the financial condition of the JV. If required by the LP Committee, the treasurer shall give the JV a bond (which shall be renewed every six (6) years) in such sum and with such surety or sureties as shall be satisfactory to the LP Committee for the faithful performance of the duties of the treasurer’s office and for the restoration to the JV, in case of the treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the treasurer’s possession or under the treasurer’s control belonging to the JV.

Section 5.10  Assistant Treasurers. The assistant treasurers, if any, shall assist the treasurer in the treasurer’s duties and shall, in the absence of the treasurer or in the event of the treasurer’s inability or refusal to act, perform the duties and exercise the powers of the treasurer

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and shall perform such other duties and have such other powers as Keurig Lux Partner may from time to time prescribe.

Section 5.11  KCULC and KCM Directors and Officers. Except as otherwise determined by the LP Committee, the Keurig Lux Partner shall have the exclusive right to appoint or designate all directors and officers of KCULC or KCM, as applicable; provided, however, that the foregoing shall not be permitted if it shall impair or limit the application of any consent right held by any Co-Investor Limited Partner set forth in this Agreement, including any such delegation that will result in the JV taking any of the actions set forth in Section 4.4 or Exhibit B without the written consent of all Persons having approval rights pursuant thereto and in breach of Section 4.4 or Exhibit B, as the case may be.

Section 5.12  Separateness. The JV, the LP Committee and the General Partner (solely in such capacity) shall use reasonable best efforts to do or cause to be done all things reasonably necessary to cause the JV and its Subsidiaries to comply with each of the following:

(a)  preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises;

(b)  maintain its own separate books and records and bank accounts;

(c)  at all times hold itself out to the public and all other Persons as a legal entity separate from the Keurig Partners and any other Person (although, in any case, it may be identified and operate as a subsidiary or affiliate of the Keurig Partners);

(d)  file its own Tax Returns, if any, as may be required under applicable law, to the extent (i) not part of a consolidated group filing a consolidated return or returns or (ii) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under the Applicable Law;

(e)  not commingle its assets with the assets of any other Person (other than ordinary course sharing arrangements on an arm’s-length basis);

(f)  conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in any case, it may be identified and operate as a subsidiary or affiliate of the Keurig Partners);

(g)  pay, or cause to be paid, its own liabilities only out of its own funds;

(h)  not hold out its credit or assets as being available to satisfy the obligations of others (other than any guarantees, termination, cross-default and similar provisions in ordinary course agreements on arm’s length terms); and

(i)  correct any known misunderstanding regarding its separate identity.

Failure of the JV, or the LP Committee and the General Partner on behalf of the JV, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the JV as a separate legal entity. For the avoidance of doubt, nothing in this

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Section 5.12 shall restrict the JV, the LP Committee, the General Partner, the Keurig Partner or their Affiliates from taking any action contemplated by this Agreement or the Main JV Agreements or from any accounting consolidation or related reporting.

ARTICLE 6

LP COMMITTEE

PLANS; BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 6.1  Business Plans.

(a)  Annual Plans; 10-Year Plan; 30-Year Plan. Concurrently with the execution and delivery of this Agreement, the Limited Partners and the LP Committee have adopted the initial Annual Plans, 10-Year Plan and 30-Year Plan. The LP Committee shall be entitled to amend or adopt any new Annual Plan and adopt a new 10-Year Plan, in each case, only with the receipt of the requisite Unanimous Approval (if any); provided, that the LP Committee shall reasonably consult with (and consider in good faith the comments of) the Co-Investor Designees in connection with any material amendments and approvals thereto. Once adopted, a 10-Year Plan will not be amended except in connection with the approval of a new 10-Year Plan at the end of the applicable ten-year period, and, from and after the Closing, the 30-Year Plan will not be amended, except in connection the approval of a new 30-Year Plan at the end of the applicable thirty-year period. In the event the LP Committee cannot agree on any changes to any subsequent 10-Year Plan or any requisite Unanimous Approval is not obtained therefor, the budget of the JV for the first year following the expiring 10-Year Plan shall be equal to the budget set forth in the final year of the most recent approved 10-Year Plan, subject to the relevant volume and PPI escalators set forth therein.

(b)  Additional Business Plan Assets; Alternative Business Plan. If MarketingCo exercises its Expansion Election (as defined in the Wholesale Agreement) under the Wholesale Agreement, (A) the JV shall accept the contribution of the Additional Business Plan Assets (as defined in the Wholesale Agreement) from the Keurig Partners (it being understood that no Units shall be issued in respect thereof and such contribution shall not dilute the Co-Investor Limited Partner), (B) the JV will amend and restate the Wholesale Agreement pursuant to which the JV will exclusively produce roasted coffee beans for MarketingCo and its Affiliates for sale in the US and Canada (regardless of whether such roasted coffee beans are consumed as single-serve beverages), (C) the Limited Partners will mutually agree upon a new 10-Year Plan that will encompass the Additional Business Plan Assets and the roasted coffee beans produced by such assets (such 10-Year Plan, the “Alternative Business Plan”) and (D) the Parties and MarketingCo shall cooperate in good faith to agree upon a new Marketing Plan in accordance with such Alternative Business Plan associated with such Expansion Election (including any required proportionate adjustments to the Volumes, Margins and Product Price and references to Products to include any changes to the scope of products included in the applicable Alternative Business Plan). The unit economics (including the Volume, pricing and Tiers) will be agreed at the time of MarketingCo making the Expansion Election, and the Co-

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Investor Limited Partner will have a consent right to the extent that the unit economics are not proportionate with the expected unit economics of the Products for the applicable Marketing Term (i.e., the volume and margin tiers will be calculated proportionately based on the aggregate volume of roasted coffee beans produced by the assets of the JV and its Subsidiaries (including the Additional Business Plan Assets) during the most recent twelve-month period). For avoidance of doubt, in no event shall any loss assets be contributed as Additional Business Plan Assets and the JV shall have no obligation to accept any such loss assets.

Section 6.2  Books and Records. The JV shall maintain at its principal office, or such other office as the LP Committee shall determine, such books and records with respect to the JV’s business as the LP Committee deems appropriate. Subject to Section 6.5, each Limited Partner shall have the right, exercisable no more than once in any twelve (12)-month period or upon reasonable cause (as determined in good faith by the LP Committee), to reasonably inspect such books and records upon its reasonable request and upon reasonable advance notice to the JV, and the JV shall, and the Keurig Partners shall cause the JV and each of their respective Affiliates, to provide such access (including, for avoidance of doubt, any books and records held by a Keurig Partner or any of its Affiliates to the extent related to the JV).

Section 6.3  Main JV Agreements Reports and Notices. From and after the Effective Date, the JV will reasonably promptly, and in no event later than ten (10) Business Days after receipt by the JV of any material Notice under the Main JV Agreements, deliver to the Limited Partners: (a) each such Notice and/or (b) the Quarterly Operating Reports, Annual Operating Budgets, and any incident reports or remedial plans provided by the Operator following an Operational Failure.

Section 6.4  Inspection.

(a)  Except as expressly provided in Section 6.2, Section 6.5 and/or Section 6.6, the JV and each of the Limited Partners acknowledge that (1) neither the JV nor the Keurig Partners shall be obligated to grant to any other Limited Partner or the Limited Partners’ respective Representatives, and no other Limited Partner or any of such Representatives shall have, the right to access to visit or inspect the manufacturing facilities held or operated by, or on behalf of, the JV or its Subsidiaries (the “Facilities”) or any Keurig Partner’s or its Affiliates’ properties that are unrelated to the business of the JV (as applicable) and (2) subject to the Limited Partners’ rights pursuant to Section 6.2 and Section 6.6, no Limited Partner shall be obligated to grant to any other Limited Partner or such Limited Partners’ respective Representatives, and no other Limited Partner or any of such Representatives shall have, the right to examine any Limited Partner’s or its Affiliates’ books of account and records (excluding, for avoidance of doubt, any books and records held by a Keurig Partner or any of its Affiliates to the extent related to the JV); provided, however, that the JV or the Keurig Partners (in the case of clause (1)) or such Limited Partner (in the case of clause (2)) may grant any such access in its sole discretion; provided, further, that, in each case, an independent contractor approved in advance by the Keurig Partners (in its reasonable discretion and in good faith consultation with Co-Investor Limited Partner) (each, a “Designated Representative”) shall be provided access by the Keurig Partners to the Facilities during normal business hours and upon reasonable advance notice, but shall be subject to Keurig Parent’s policies and procedures for the purpose of (A) if the JV or Co-Investor Limited Partner so requests, reviewing and certifying any incident

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reports or remedial plans provided by the Operator following an Operational Failure and (B) evaluating a Major Casualty Event (as defined in the Risk of Loss Agreement) in the event of a dispute by the JV under the Risk of Loss Agreement.

(b)  Notwithstanding anything to the contrary in this Agreement, (i) auditors and accountants of the JV shall not be obligated to make any work papers available to a Limited Partner unless and until such Limited Partner has signed a customary agreement relating to such access in form and substance reasonably acceptable to such auditors or accountants and the provision of such information is not prohibited by Applicable Law or regulation or pursuant to any agreement with or obligation to a Governmental Authority, and (ii) in no circumstance shall the Keurig Partners be obligated to provide, or the JV, any other Limited Partner or the JV’s or any other Limited Partner’s Representatives have the right to, access to any restricted access areas or any information (including information provided pursuant to Section 6.3): (A) to the extent prohibited by Applicable Law or regulation or pursuant to any agreement with or obligation to a Governmental Authority, or (B) that any Keurig Partner reasonably considers in good faith to be a trade secret or similarly competitively sensitive confidential information to such Keurig Partner and its Affiliates or the disclosure of which, on the advice of counsel, would adversely affect the attorney-client privilege between such Keurig Partner or the JV and its counsel; provided, that, in the case of the foregoing clause (ii)(B), the Keurig Partners shall use commercially reasonable efforts to take measures to provide the material portions of such information to the extent such information is otherwise required or desired by the Keurig Partners to be provided to another Limited Partner pursuant to the terms and conditions in this Agreement.

Section 6.5  Confidentiality.

(a)  No Party (each, a “Receiving Party”) shall, for any purpose other than performing its obligations under this Agreement, use, divulge, disclose, produce, publish or permit access to, without the prior written consent of any other Party (the “Disclosing Party”), any commercially sensitive, non-public, confidential or proprietary information of the Disclosing Party (“Confidential Information”). Confidential Information includes this Agreement, all information or materials prepared in connection with the services performed under any Main JV Agreement, designs, drawings, specifications, techniques, models, data, documentation, source code, object code, diagrams, flow charts, research, development, processes, procedures, formulae, know-how, manufacturing, development or marketing techniques and materials, development or marketing timetables, strategies and development plans, customer, supplier or personnel names and other information related to customers, suppliers or personnel, pricing policies and financial information or concerning industrial, commercial or scientific expertise, and other information of a similar nature, whether or not reduced to writing or other tangible form, and any other trade secrets, in each case, where such information or material is clearly marked as “confidential,” “proprietary” or the like at the time of disclosure or after disclosure, or, if first disclosed in non-tangible form, is orally identified as confidential or proprietary at the time of disclosure or confirmed as such in writing after disclosure, or where, under the circumstances, such information or material is reasonably considered Confidential Information of the Disclosing Party. The Receiving Party may grant access to such Confidential Information to its respective employees and authorized contractors, subcontractors and agents whose access is necessary to fulfill the terms of this Agreement. Confidential Information does not include any

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information (a) known to the Receiving Party prior to obtaining the same from the Disclosing Party, (b) that is or becomes generally available to the public other than as a result of a disclosure by any Person not otherwise permitted pursuant to this Section 6.5, (c) of which such Person (or its Affiliates) learns from sources other than the Disclosing Party or its Affiliates or their representatives or predecessors; provided, that such source is not known (after reasonable inquiry undertaken in good faith) to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party or any of its Affiliates with respect to such information or (d) that is disclosed in a prospectus or other documents available for dissemination to the public by express prior written consent of an authorized officer of Disclosing Party. The Receiving Party shall use the higher of the standard of care that the Receiving Party uses to preserve its own Confidential Information of a similar nature or a reasonable standard of care to prevent unauthorized use or disclosure of such Confidential Information.

(b)  Notwithstanding anything herein to the contrary, each Receiving Party and its Affiliates and its and their respective managers, officers, shareholders, partners, employees, agents and members shall be permitted to disclose such Confidential Information without the prior written consent of the Disclosing Party (i) to those of such Receiving Party’s Affiliates, and its and their respective agents (including, for the avoidance of doubt, investment, compliance and other personnel of the Co-Investor Limited Partner, its direct and indirect owners and their respective Affiliates) (“Co-Investor Personnel”), representatives and employees who (x) need access to such Confidential Information to directly support such Receiving Party’s obligations under this Agreement or, in the case of the Co-Investor Personnel, need access to such Confidential Information for the purpose of administering (or otherwise have a need to know about) Co-Investor Limited Partner’s investment in the JV and (y) are subject to confidentiality obligations at least as restrictive as the obligations set forth herein, (ii) to such Receiving Party’s prospective direct or indirect limited partners and equity holders so long as they are subject to substantially comparable confidentiality obligations as those set forth herein (and provided that, in the case of Co-Investor Limited Partner, the allowance of this clause (ii) shall be limited to information provided pursuant to Section 6.6, (iii) to the extent required to be disclosed by order of a court of competent jurisdiction or other Governmental Authority, or by any stock exchange where the shares of any Person are listed, or by any Applicable Law, or by subpoena, summons or any other administrative or legal process, or by applicable regulatory standards, (iv) as required in connection with any government or regulatory filings, including filings with any regulating authorities covering the relevant financial markets, (v) to the extent necessary for the enforcement of any right of such Receiving Party arising under this Agreement, (vi) to its attorneys, accountants, rating agencies, financial advisors or other agents, in each case, bound by the same or similar confidentiality obligations, (vii) to banks, insurers, investors and other equity or debt financing sources and their advisors, in each case, if the Person receiving the Confidential Information is bound by the same or similar confidentiality obligations, (viii) to a potential acquiror and its representatives and employees in an actual or prospective merger or acquisition or similar transaction where the Person receiving the Confidential Information is bound by the same or similar confidentiality obligations, (ix) to the extent required to be disclosed on any Tax Return or in connection with any audit or other proceeding relating to Taxes or to the U.S. Department of the Treasury or the Internal Revenue Service (or any relevant state or local Taxing authority) in connection with Tax incentives, exemptions, deductions, abatements, exclusions or other benefits, and (x) to insurance agents to the extent necessary to

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perform its obligations under this Agreement; provided, however, that each of Co-Investor Limited Partner and the JV agrees that it will not disclose any Confidential Information of any Keurig Partner to any Person that is a Keurig Competitor or an Affiliate thereof (it being understood and agreed that in no event shall providing Confidential Information to Co-Investor Personnel in and of itself be deemed to be providing such information to a Keurig Competitor).

(c)  If a Receiving Party believes that it will be compelled to disclose Confidential Information of the Disclosing Party pursuant to any of sub-clauses (iii), (iv), (vii) and (viii) in Section 6.5(b), then, to the extent permitted by Applicable Law, it shall give the Disclosing Party prompt written Notice so that the Disclosing Party may determine whether to take steps to oppose such disclosure. Except for disclosures pursuant to sub-clauses (iii), (iv), (ix) and (x) of Section 6.5(b), a Receiving Party shall advise each Person to whom it provides the Disclosing Party’s Confidential Information of the confidentiality obligations in this Agreement, and a Receiving Party shall be liable to the Disclosing Party for any breach of such confidentiality obligations by any such Person to whom such Receiving Party has provided the Disclosing Party’s Confidential Information.

(d)  Co-Investor Limited Partner acknowledges and agrees that certain Confidential Information furnished or made available by or on behalf of the JV, the Keurig Partners or their respective Affiliates may constitute or may contain material non-public information regarding Keurig Parent. Co-Investor Limited Partner further acknowledges that it is aware of applicable United States securities laws, and that such applicable securities laws may restrict the trading of securities by a person who has received material non-public information.

(e)  The Parties shall cause the confidentiality provisions of this Section 6.5 to remain in full force and effect with respect to any Confidential Information until the date that is five (5) years after the date of the termination of this Agreement or, in the case of Co-Investor Limited Partner, until the date that is two (2) years following the date the Co-Investor Limited Partner is no longer a Limited Partner or Controlled by the Co-Investors; provided, however, that, with respect to Confidential Information that constitutes a trade secret, the confidentiality obligations of the Co-Investor Limited Partner under this Section 6.5 shall survive for so long as such information remains a trade secret under Applicable Law.

(f)  Except as is necessary for each Party’s obligations hereunder, at any time upon the request of a Disclosing Party, the Receiving Party shall promptly return or destroy (with such return or destruction to be confirmed by the Receiving Party), all documents (and all copies thereof) furnished to or prepared by such Receiving Party to the extent that they contain Confidential Information of the Disclosing Party and all other documents in such Receiving Party’s possession to the extent that they contain such Confidential Information delivered to such Receiving Party by or on behalf of such Disclosing Party; provided, that, such Receiving Party may retain copies of such Confidential Information solely for the purpose of complying with Applicable Law or professional standards or its audit and document retention policies so long as all such retained Confidential Information is held subject to the terms and conditions of this Section 6.5; provided, further, that, with respect to Confidential Information that constitutes a trade secret, obligations under this Section 6.5 shall survive for so long as such information remains a trade secret.

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(g)  The Parties acknowledge that the Confidential Information is valuable and unique, and that damages would be an inadequate remedy for breach of this Section 6.5 and that the obligations of each Party under this Section 6.5 are specifically enforceable. Accordingly, the Parties agree that a breach or threatened breach of this Section 6.5 by any Party shall entitle the other Parties to seek a decree compelling specific performance or granting injunctive relief with respect thereto, and shall be entitled, without the necessity of filing any bond, to enjoin any actual breach of this Section 6.5. Any such relief shall be in addition to, and not in lieu of, monetary damages or other rights and remedies that may be available to such Party at law or in equity, unless expressly prohibited or otherwise restricted by any provision of this Agreement.

(h)  The Co-Investor Limited Partner, the Co-Investors and their Affiliates shall have the right to disclose its participation in the transactions contemplated by the Transaction Documents by listing Keurig Parent’s name and logo on its website and in its marketing materials, in each case, subject to Keurig Parent’s review and consent (which consent shall not be unreasonably withheld, conditioned or delayed) unless such disclosure is consistent with any information previously disclosed by or on behalf of Keurig Parent. Each Limited Partner further acknowledges that Co-Investor Limited Partner’s, the Co-Investors’ and their Affiliates’ review of information that is subject to this Section 6.5 may enhance their and their respective personnel’s knowledge and understanding of the JV’s and its Subsidiaries’ industry in a way that cannot be separated from their or their respective personnel’s other generalized industry knowledge. Each Limited Partner agrees that this Agreement shall not restrict Co-Investor Limited Partner’s, the Co-Investors’ and their Affiliates’, as applicable, or their respective personnel’s use of such generalized industry knowledge and understanding, including in connection with investments in other companies (including in the same or similar industries).

Section 6.6  Information Rights. From and after the Effective Date, the JV shall furnish to each Limited Partner concurrently:

(a)  No later than one hundred twenty (120) calendar days after the end of each Fiscal Year of the JV, the consolidated balance sheet of the JV as of the end of such Fiscal Year and the consolidated statements of income, cash flows and changes in the Limited Partners’ equity of the JV for such Fiscal Year, setting forth, in each case, in comparative form the figures for the immediately preceding Fiscal Year and, in each case, accompanied by an audit report of independent certified public accountants of recognized national standing thereon, which accountants shall be selected by the LP Committee;

(b)  No later than forty-five (45) calendar days after the end of each Fiscal Quarter of the JV for the first three (3) Fiscal Quarters of a Fiscal Year, the consolidated balance sheet of the JV as of the end of such Fiscal Quarter and the consolidated statements of income, cash flows and changes in the Limited Partners’ equity of the JV for the portion of the Fiscal Year then ended, setting forth in the case of the consolidated statements of income, cash flows and changes in the Limited Partners’ equity in comparative form the figures for the corresponding period of the previous Fiscal Year, and, in the case of such balance sheet in comparative form the figures for the last day of the previous Fiscal Year, and in each case, which shall not be required to include footnotes and shall not be required to be reviewed by the accountants; provided, however, that for Fiscal Quarters ending after the Closing and prior to the

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first Fiscal Quarter of 2027, the information described in this Section 6.6(b) shall be delivered no later than seventy-five (75) calendar days after the end of such Fiscal Quarter; and

(c)  (i) Upon a Limited Partner’s reasonable request and at such Limited Partner’s sole cost and expense, such additional information as shall be required in order for each Limited Partner and its Affiliates (including its and their direct or indirect owners, investors and lenders) to comply with any applicable reporting requirements and other obligations under (A) the Securities Act and the Exchange Act, (B) any national securities exchange or automated quotation system, or (C) any other Applicable Laws with respect to such Limited Partner or its Affiliates (including its and their direct or indirect owners, investors and lenders) and (ii) any reports expressly required to be delivered to the JV pursuant to any of the Main JV Agreements, concurrently with their delivery to the JV; and

(d)  Concurrently with their delivery to the LP Committee, copies of all annual and other periodic business plans, operating budgets and other materials that are submitted to the LP Committee.

(e)  Upon a Limited Partner’s reasonable request, the results of any audit conducted by the JV or an independent auditor under the Operations and Maintenance Agreement.

ARTICLE 7

TAX MATTERS

Section 7.1   Preparation of Tax Returns. The JV shall cause to be prepared and timely filed all necessary federal, state and local Tax Returns for the JV, and each such Tax Return shall be prepared consistent with the Intended Tax Treatment. The JV shall provide to each Limited Partner a draft of any income Tax Returns of the JV at least 30 days prior to the date on which such Tax Return is required to be filed and, shall consider in good faith any reasonable written comments from any Limited Partner received within twenty (20) days of receipt thereof. The JV shall provide each Limited Partner and, in the case of clauses (a) and (b) below, each Person who was a Limited Partner at any time during a Taxable Year, with (a) an estimated K-1 no later than ninety (90) days after the end of the applicable Taxable Year for such Limited Partner’s review and comment, and the JV shall consider in good faith all reasonable comments provided by any such Limited Partner to the JV within twenty (20) days after receipt of such estimated K-1, (b) a final K-1 reflecting any such reasonable comments incorporated into such K-1 pursuant to clause (a) (and, at such Limited Partner’s reasonable request and at such Limited Partner’s sole cost and expense, any other information necessary for the preparation of such Limited Partner’s (or its direct and indirect owners’) United States federal, state and local income Tax Returns) no later than one hundred twenty (120) days after the end of the applicable Taxable Year and (c) information reasonably requested by such Limited Partner to allow it to calculate its federal, state and local quarterly estimated tax payments for the second, third and fourth quarter of the applicable Taxable Year no later than twenty (20) days prior to the due date of the applicable federal quarterly estimated tax payment. Upon a Limited Partner’s reasonable request and at such Limited Partner’s sole cost and expense, the JV shall take commercially reasonable efforts to provide information reasonably necessary to enable such Limited Partner (or its direct or indirect

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owners) to prepare any applicable Tax Returns, make any applicable Tax elections or to make any other determinations with respect to Taxes with respect to its direct or indirect investment in the JV and its Subsidiaries. Each Partner agrees that it shall not, without the prior written consent of the LP Committee (such consent not to be unreasonably withheld, conditioned or delayed), (x) treat, on its own income Tax Returns, any item of income, gain, loss, deduction or credit relating to its interest in the JV in a manner inconsistent with the treatment of such items by the JV as reflected on the final K-1 or other information statement furnished to such Limited Partner or (y) file any claim for a refund relating to any such item based on, or which would result in, such inconsistent treatment.

Section 7.2  Tax Elections. The JV shall make the following elections:

(a)  to elect the calendar year as the JV’s Fiscal Year;

(b)  to elect the accrual method of accounting;

(c)  if requested by a Limited Partner, to elect, in accordance with Section 754 of the Code and applicable Treasury Regulations and comparable state law provisions, to adjust basis in the event any interest of the JV is transferred in accordance with this Agreement or any JV property is distributed to any Limited Partner;

(d)  to elect to deduct and amortize all costs of the JV to the extent permitted under Section 709 of the Code; and

(e)  subject to Section 7.3, any other elections determined by the LP Committee; provided, however, that, subject to the last sentence in Section 2.8(b), the JV shall not make any tax election that could be reasonably expected to materially, adversely and disproportionately impact the Co-Investor Limited Partner as compared to the Keurig Partners (taking into account the differences between the rights and intended tax treatment of the Keurig Partners’ Units, on the one hand, and the Co-Investor Limited Partner’s Units on the other) without the Co-Investor Limited Partner’s consent. Each Limited Partner will upon request supply any information necessary to give proper effect to any elections made by the JV.

Section 7.3  Tax Controversies. The Keurig USA Partner shall be the Partnership Representative for purposes of the Partnership Tax Audit Rules. If the Partnership Representative is not a natural person, the Partnership Representative shall designate a “designated individual” to act on behalf of the Partnership Representative and such designated individual shall be subject to replacement by the Partnership Representative in accordance with Treasury Regulations Section 301.6223-1, and the Partnership Representative shall be responsible for the actions of the “designated individual” in their capacity as such. In addition, (a) the LP Committee is hereby authorized to take, or cause the JV to take, such other actions as may be necessary or advisable pursuant to Treasury Regulations or other guidance to ratify the designation, pursuant to this Section 7.3, of the Keurig Partners, or its designee, as the Partnership Representative; and (b) each Limited Partner agrees to take such other actions as may be requested by the LP Committee to ratify or confirm any such designation pursuant to this Section 7.3. The Partnership Representative is authorized to take such actions and to execute and file all statements and forms on behalf of the JV that are approved by the LP Committee and are

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permitted or required by the applicable provisions of the Partnership Tax Audit Rules (including making a “push-out” election under Section 6226 of the Code or any analogous election under state or local tax law and taking any actions it deems necessary or appropriate to comply with the requirements of the Code and conduct the JV’s affairs under Sections 6221 through 6241 of the Code); provided, that the Partnership Representative shall not take any actions with respect to any Tax audit or administrative or judicial proceeding that could be reasonably expected to materially, adversely and disproportionately impact the Co-Investor Limited Partner as compared to the Keurig Partners (taking into account the differences between the rights and intended tax treatment of the Keurig Partners’ Units, on the one hand, and the Co-Investor Limited Partner on the other) without the Co-Investor Limited Partner’s consent. The Partnership Representative shall keep the Limited Partners reasonably informed of any material Tax audit or administrative or judicial proceeding, including promptly notifying Limited Partners of the beginning and completion of such Tax audit or administrative or judicial proceeding involving the JV upon such notice being received by the Partnership Representative and promptly delivering to Limited Partners copies of material correspondences with Governmental Authority with respect to such Tax audit or administrative or judicial proceeding. Each Limited Partner agrees to use commercially reasonable efforts to cooperate with the Partnership Representative in accordance with this Section 7.3 in connection with any examination of the JV’s affairs by any U.S. federal, state, or local tax authorities, including resulting administrative and judicial proceedings; provided, that no Limited Partner shall have an obligation to file any amended tax return. No Partner shall have any claim against the Partnership Representative, the LP Committee or the JV for any actions taken (or any failures to take action) by such Persons in good faith pursuant to this Agreement. Any cost or expense incurred by the Partnership Representative or designated individual in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the JV.

Section 7.4  Tax Representations and Covenants. The Co-Investor Limited Partner, on behalf of itself and, to the best of the Co-Investor Limited Partner’s knowledge upon reasonable diligence, any Affiliate, hereby represents, warrants or covenants (as applicable) that, notwithstanding anything to the contrary herein:

(a)  As of the date such Co-Investor Limited Partner acquires its Units, neither the Co-Investor Limited Partner nor, to the best of its knowledge after reasonable diligence, any of its Affiliates, owns, directly, indirectly or, to the best of its knowledge after reasonable diligence, constructively within the meaning of Section 318 of the Code (as applied for purposes of Section 355 of the Code or Treasury Regulations Section 1.355-7), any of the stock or other equity interests of Keurig Parent.

(b)  Neither the Co-Investor Limited Partner nor, to the best of its knowledge after reasonable diligence, any of its Affiliates has any present plan or intention to acquire, and shall not in fact acquire (in each case, directly, indirectly or, to the best of its knowledge after reasonable diligence, constructively within the meaning of Section 318 of the Code (as applied for purposes of Section 355 of the Code or Treasury Regulations Section 1.355-7)), (i) any of the stock or other equity interests of Keurig Parent prior to any Spin-Off (or if such Spin-Off has been completed more than two (2) years after Closing, for the two years prior to the Spin-Off) or (ii) any of the stock or other equity interests of Keurig Parent or SpinCo prior to the second anniversary of any Spin-Off.

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(c)  Neither the Co-Investor Limited Partner nor any of its Affiliates has any present plan or intention to, and shall not in fact Transfer any of its Units from the Closing (or if Spin-Off has been completed more than two (2) years after Closing, for the two years prior to the Spin-Off) until the second anniversary of any Spin-Off, unless such Transferee also provides the representations and covenants in this Section 7.4 to the JV on or prior to the effective date of the proposed Transfer.

(d)  The Co-Investor Limited Partner (or its Transferees of Units) covenant they have no plan or intention to acquire, and shall not acquire directly or indirectly through their subsidiaries (i) any of the stock or other equity interests of Keurig Parent prior to any Spin-Off (or if Spin-Off has been completed more than two (2) years after Closing, for the two years prior to the Spin-Off) or (ii) any of the stock or other equity interests of Keurig Parent or SpinCo prior to the second anniversary of any Spin-Off.

(e)  The Co-Investor Limited Partner (and its Transferees of Units) represent that their decision to invest in the Units was independent of any decision of any Affiliate to acquire any other stock or other equity interests of Keurig Parent or SpinCo that they may own or acquire.

(f)  The Parties agree that the Co-Investor Limited Partner and Transferees (and, in each case, their Affiliates) are entitled to (x) in making the representations, warranties, or covenants in this Section 7.4(a) and (b), assume any ownership or acquisition of stock or other equity interests of Keurig Parent and/or SpinCo not exceeding one percent (1%) in the aggregate of the overall equity value of Keurig Parent and/or SpinCo (respectively) is less than de minimis and therefore ignored altogether and (y) in making the representations, warranties, or covenants in this Section 7.4(a), (b) and (d) ignore (i) their investment into Units (and, for the avoidance of doubt, any stock they may own (or may be deemed to own, including constructively) through the equity conversion feature embedded in the Units) and (ii) their investment into the convertible preferred stock issued by Keurig Parent or its Affiliates in connection with acquisition of JDEP and its Subsidiaries (and, for the avoidance of doubt, any stock they may own (or may be deemed to own, including constructively) through the equity conversion feature embedded in such preferred stock).

ARTICLE 8

TRANSFER OF INTERESTS

Section 8.1  Restricted Transfer.

(a)  No Partner shall Transfer or permit the Transfer of any Units, except (i) Transfers to a Permitted Transferee in compliance with this Article 8, (ii) pursuant to the Early Call Right or the Call Right as set forth in Article 9, (iii) pursuant to Section 8.7, and (iv) with the prior written consent of the Keurig Partners and Co-Investor Limited Partner. Any attempted Transfer not in compliance with the terms of this Article 8 will be null and void, and the JV will not in any way give effect to any such Transfer. Further, any direct Transfer of Units in violation of this Section 8.1 shall result in a suspension of all information rights and voting rights (including with respect to Unanimous Approvals (but excluding, for the avoidance of doubt, the

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matters relating to the Distribution Policy or distribution rights), in which case, the consent of any removed LP Committee Members appointed by such Limited Partner shall be deemed to have been provided with respect to such matters) of the breaching Limited Partner, and all LP Committee Members appointed by such Limited Partner shall be deemed immediately removed upon the occurrence of such breach, in each case, until the earlier of the time at which (x) such Transfer is rescinded or (y) the Units subject to such impermissible Transfer are Transferred to a Person permitted by this Agreement.

(b)  Any Limited Partner who assigns any Units in the JV (any such Limited Partner, an “Assignor”) in accordance with this Article 8 will cease to be a Limited Partner of the JV with respect to such Units or other interest in the JV represented by such assigned Units and will no longer have any rights or privileges of a Limited Partner with respect to such assigned Units or such portion of its interest represented by such assigned Units (but will still be bound by this Agreement in accordance with this Article 8, subject to Section 8.5), including the power and right to vote (in proportion to the extent of the interest Transferred) on any matter submitted to the Limited Partners, and, for voting purposes, such interest will not be counted as outstanding in proportion to the extent of the interest Transferred unless and until the Transferee is admitted as a Limited Partner in accordance with Section 8.3.

(c)  Subject to the terms of this Article 8, any Person who acquires in any manner whatsoever any Unit (any such Person, an “Assignee”), irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, will be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all of the terms, conditions and obligations (but will be entitled to none of the rights or benefits) of this Agreement that any Transferor of such Unit of such Person was subject to or by which such Transferor was bound.

Section 8.2  Permitted Transfers. The following Partners, as applicable, will be entitled to Transfer such Limited Partner’s Units to a Person (a “Permitted Transferee”) in accordance with the following and subject to the other provisions of this Article 8:

(a)  Keurig Partner Permitted Transferees. Subject to compliance with the requirements set forth in this Agreement, the Keurig Partners shall be entitled to Transfer, in each case, all or any portion of their Units:

(i)  at any time, to Keurig Parent; or

(ii)  at any time, to an Affiliate of Keurig Parent, so long as Keurig Parent remains liable for the obligations and liabilities of such Affiliate under this Agreement pursuant to the Parent Guaranty or the Parent Guaranty is replaced in accordance with its terms; or

(iii)  following the twelfth (12) anniversary of the Effective Date (such date, the “Lock-Up Date”), the Keurig Partners may Transfer all or any portion of their Units to a Keurig Qualified Transferee; provided, however, that the Keurig Partners shall not transfer any Class A Units or Class B Units without first complying with their obligations pursuant to Section 8.7.

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(b)  Co-Investor Limited Partner Permitted Transferees. Subject to compliance with the requirements set forth in this Agreement (including Section 8.3), but without limitation of the rights of the Co-Investor Limited Partner pursuant to Section 10.2 or Section 10.3, Co-Investor Limited Partner shall be entitled to Transfer its Units (in whole or in part):

(i)  at any time, indirectly, to any (x) Affiliate of Co-Investor Limited Partner or (y) unaffiliated Third Party in connection with customary syndication activities (provided that (A) without limitation to Section 8.2(b)(iii), such Third Party does not have direct participation or governance rights in, or recourse to, the JV, (B) such Transfer is not to a Sanctioned Person and (C) such Transfer does not conflict with Applicable Law); provided, that in no event shall the Co-Investors cease to retain Control of a majority of the issued Units not owned by the Keurig Partners at all times prior to the Lock-Up Date pursuant to this clause (i); provided, further, that for purposes of this clause (i), “Affiliate” of the Co-Investor Limited Partner shall include any fund, managed account or other vehicle managed, advised or sub-advised by Affiliates of the Co-Investor Limited Partner, including Apollo Capital Management, L.P., Kohlberg Kravis Roberts & Co., Goldman Sachs Asset Management, L.P. or any of their respective Subsidiaries or Affiliates;

(ii)  following the Lock-Up Date, the Co-Investor Limited Partner may Transfer all or any portion of its Units to a Co-Investor Qualified Transferee; provided, however, that if MarketingCo does not exercise the Expansion Election and the Parties cannot agree upon the Marketing Plan (as defined in the Wholesale Agreement) at least 60 days prior to the beginning of the applicable Marketing Term, Co-Investor Limited Partner may Transfer all or any portion of its Units in accordance with this Section 8.2(b)(ii) notwithstanding that the Lock-Up Date may not yet have occurred; or

(iii)  at any time, directly or indirectly to the collateral or security agent, trustee or other agent of any secured parties providing financing to Co-Investor Limited Partner or any Affiliate thereof; provided, that (A) such arrangement is not entered into with a principal purpose of avoiding the transfer restrictions set forth in this Article 8 and (B) any subsequent Transfer by such agent transferee shall comply with the Transfer restrictions in Section 8.1.

(c)  Publicly Traded Securities; Indirect Transfers.

 (i)  Except as would result in a Change of Control of such Limited Partner or in connection with a Spin-off, Transfers of publicly traded equity interests (including of Co-Investor Limited Partner and Keurig Partner) shall not constitute Transfers of the Limited Partners’ Units in violation of this Article 8.

(ii)  Transfers of any interests in the Co-Investors (or any investment funds, managed accounts or other vehicles managed, advised or sub-advised by any of the Co-Investors or their Affiliates) shall not constitute Transfers of the Co-Investor Limited Partners’ Units in violation of this Article 8.

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(d)  Transfer of Co-Investor Debt. Transfers of debt instruments (whether notes, bonds or loans) issued by Co-Investor Limited Partner (or one or more of its parent companies or Affiliates) shall not constitute Transfers of the Limited Partners’ Units in violation of this Article 8, provided, however, that such Transfer does not result in a change in beneficial ownership of the Co-Investor Limited Partner’s Units for U.S. federal income tax purposes.

(e)  General Partner Permitted Transferees. For the avoidance of doubt, in the event of the dissolution of the General Partner, the Keurig Partners shall be entitled to Transfer its general partner interest in the JV to any Person that would qualify as a Permitted Transferee of the Keurig Partners under Section 8.2(a).

Section 8.3  Transfer Requirements. Subject to the provisions of Section 8.1, no Transfer shall be permitted and, in the case of a direct Transfer, no Assignee (including a Permitted Transferee) will be admitted to the JV as a Limited Partner unless the following conditions are satisfied:

(a)  In the case of a direct Transfer to a Permitted Transferee, a duly executed written instrument of Transfer is provided to the LP Committee, specifying the Units being transferred and setting forth the intention of the Limited Partner effecting the Transfer that the transferee succeed to a portion or all of such Limited Partner’s Units and status as a Limited Partner;

(b)  Such Transfer would not violate the Securities Act or any Applicable Laws, including, without limitation, domestic and foreign federal and state securities and “blue sky” Applicable Laws, relating to the JV or the Unit to be transferred;

(c)  In the case of a direct Transfer to a Permitted Transferee, the Limited Partner effecting the Transfer and such Permitted Transferee shall execute any other instruments that the LP Committee deems reasonably necessary or advisable for admission of the transferee, including the written acceptance by such Permitted Transferee of this Agreement and such Permitted Transferee’s agreement to be bound by and comply with the provisions hereof and confirmation that the representations and warranties in Article 13 are true and correct with respect to it; and

(d)  The Limited Partner effecting the Transfer or the Transferee shall provide to the JV any information necessary for the JV to make required basis adjustments and comply with Tax reporting requirements.

(e)  Certain Transfer Restrictions. No holder of a Unit shall Transfer or permit the Transfer of any Units:

(i)  with respect to Co-Investor Limited Partner (or any successor thereto), to any Keurig Competitor or any other Person set forth on Schedule 8.4, other than with the prior written consent of the Keurig Partners;

(ii)  to any Person if such Transfer would result in the failure of any of the representations and warranties set forth in Section 13.11 and Section 13.12 to be true

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in all respects as if such representations and warranties were made on the date of such Transfer;

(iii)  with respect to Co-Investor Limited Partner (or any successor thereto), notwithstanding anything to the contrary herein, in the case of direct Transfer of Units only, to any Person unless such Person provides the JV with a duly and properly executed Internal Revenue Service Form W-9 prior to such Transfer; or

(iv)  that would create a material risk of the JV being treated as an association taxable as a corporation or be treated as a publicly treated partnership (within the meaning of Code Section 7704) treated as a corporation, in each case, for U.S. federal income tax purposes.

Any such attempted Transfer not in compliance with this Section 8.3(e) shall be null and void and not give effect to any such Transfer.

Section 8.4  Withdrawal of a Limited Partner. If a Limited Partner Transfers all of its Units pursuant to Section 8.2 and the Assignee of such interest is admitted as a Limited Partner pursuant to Section 8.3, such Assignee will be admitted to the JV as a Limited Partner effective on the effective date of the Transfer or such other date as may be specified by the Assignee when the Assignee is admitted and, if such Assignor has not already ceased to be a Limited Partner pursuant to Section 8.1(a), then immediately following such admission the Assignor will cease to be a Limited Partner of the JV. Upon the Assignor ceasing to be a Limited Partner, the Assignor will not be entitled to any Distributions from and after the date of such Transfer. Notwithstanding the admission of an Assignee as a Limited Partner and except as otherwise expressly approved by the LP Committee, the Assignor will not be released from any obligations to the JV as a Limited Partner (or otherwise) existing as of the Transfer and which are intended to survive such withdrawal of a Limited Partner, including the obligations set forth in Section 6.5 and Section 12.1.

Section 8.5  Amendment of Schedule 1.7. In the event of the admission of any Transferee as a Limited Partner of the JV in accordance with this Article 8, the LP Committee will promptly amend Schedule 1.7 and the register of Limited Partners of the JV to reflect such Transfer or admission, as the case may be.

Section 8.6  Net Profits and Net Losses. For any Taxable Year during which there is a Transfer of any Unit, the portion of the Net Profits, Net Losses and other items of the JV that is distributable in respect of such Limited Partner’s interest shall be apportioned between the Transferor and the Transferee of such Limited Partner’s interest using any permissible method under Section 706 of the Code and the Treasury Regulations thereunder, as determined by the LP Committee.

Section 8.7  Tag-Along.

(a)  No Keurig Partner shall consummate any Transfer of its Units to any Person (the “Tag-Along Purchaser”) pursuant to Section 8.2(a)(iii) (a “Tag-Along Transfer”) unless the terms and conditions of such Tag-Along Transfer includes an offer by the Tag-Along Purchaser to the Co-Investor Limited Partner to, at the option of the Co-Investor Limited Partner,

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include in such Tag-Along Transfer all or a portion of the Units owned by the Co-Investor Limited Partner determined in accordance with Section 8.7(b). If a Keurig Partner desires to consummate a Tag-Along Transfer (in such capacity, the “Tag-Along Seller”), the Tag-Along Seller shall send a written notice of the Tag-Along Transfer (the “Tag Offer Notice”) to the Co-Investor Limited Partner, which shall set forth the number and class of Units proposed to be Transferred by the Tag-Along Seller, the consideration to be paid by the Tag-Along Purchaser and the other material terms and conditions of the Tag-Along Transfer.

(b)  If the Co-Investor Limited Partner desires to participate in the Tag-Along Transfer, it must provide written notice to the Tag-Along Seller within ten (10) Business Days of receipt of the Tag Offer Notice, which notice shall set forth the number of Units the Co-Investor desires to Transfer in such Tag-Along Transfer. The Co-Investor Limited Partner shall have the right to sell in such Tag-Along Transfer, if consummated, a number of Units equal to such number and classes of Units elected to be Transferred by the Co-Investor Limited Partner on a pro rata basis in proportion to the number of the classes of Units, as applicable, being Transferred by a Tag-Along Seller; provided, further, that Class A Units, on the one hand, and Class B Units, on the other hand, sold by the Co-Investor Limited Partner in such Tag-Along Transfer shall be allocated pro rata among the voting and non-voting Units of each such class of Units. For the avoidance of doubt, the Co-Investor Limited Partner shall not have the right to participate in a Tag-Along Transfer if such participation would result in the violation of the Transfer Restrictions in Section 8.3(e)(iii) or Section 8.3(e)(iv).

(c)  The purchase of Units by a Tag-Along Purchaser from the Co-Investor Limited Partner pursuant to this Section 8.7 shall be on substantially the same terms and conditions, and at substantially the same time as the purchase from the Tag-Along Seller, including the same base valuation for the JV (as determined on the basis of the hypothetical liquidation of the JV) implied by the consideration to be received by the Tag-Along Seller.

(d)  If within ten (10) Business Days after its receipt of the Tag Offer Notice the Co-Investor Limited Partner has not accepted the offer contained in the Tag Offer Notice, the Co-Investor Limited Partner shall be deemed to have waived, subject to Section 8.7(e), any and all rights with respect to the Transfer of Units described in the Tag Offer Notice and the Tag-Along Seller shall have sixty (60) days in which to Transfer not more than the Units described in the Tag Offer Notice, on the terms not more favorable to the Tag-Along Seller than were set forth in the Tag Offer Notice; provided that if the Tag-Along Transfer requires any regulatory approval or competition clearance prior to consummating such transaction, such sixty (60) day period shall be extended to the date that is five (5) Business Days after such regulatory approval or clearance has been obtained or finally denied.

(e)  If, at the end of such sixty (60) days following the Co-Investor Limited Partner’s receipt of the Tag Offer Notice (as it may be extended), the Tag-Along Seller has not completed a Transfer of Units in accordance with the terms of the Tag Offer Notice, the obligations with respect to a Transfer contained in this Section 8.7 with respect to Units owned by the Tag-Along Seller shall again be in effect.

(f)  In the event that the Co-Investor Limited Partner elects to participate in a Tag-Along Transfer, it shall (i) make customary representations and warranties solely with

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respect to title to and ownership of the Units it is selling in such Tag-Along Transfer and due power and authority of the Co-Investor Limited Partner in connection with such Tag-Along Transfer; (ii) execute all documents, certificates and other deliveries signed by the Tag-Along Seller in connection with such Transfer, and be severally (but not jointly) obligated to join on a pro rata basis (based on its share of the aggregate proceeds received by the Limited Partners in such Tag-Along Transfer) in any indemnification obligation the Tag-Along Seller agrees to in connection with such Transfer (other than any such obligations that relate specifically to another Limited Partner, such as indemnification with respect to representations and warranties given by such Limited Partner regarding his, her or its title to and ownership of its Units); provided, however, that the Co-Investor Limited Partner shall not be obligated in connection with such Tag-Along Transfer to indemnify any party in an aggregate amount in excess of the net cash proceeds actually paid to and received by the Co-Investor Limited Partner in such Tag-Along Transfer, other than in respect of Fraud or representations with respect to title to and ownership of its Transferred Units and its due power and authority in connection with such Transfer; (iii) consent to, vote in favor of and raise no objections against any such Tag-Along Transfer; (iv) not exercise any rights of appraisal, dissenters’ rights or similar rights, all of which are hereby waived; and (v) furnish information and copies of documents, in each case, that are reasonable and customary for transactions of its type. For the avoidance of doubt, the Co-Investor Limited Partner shall not be required to agree to any non-competition, non-solicitation or other restrictive covenants in connection with the Tag-Along Transfer, other than reasonable and customary confidentiality restrictions to which the Tag-Along Seller is also bound.

(g)  In the event that the Co-Investor Limited Partner elects to participate in a Tag-Along Transfer, the closing of such Tag-Along Transfer will take place at such time and place as the Tag-Along Seller shall specify by notice to the Co-Investor Limited Partner; provided, however, that, without the prior written consent of the Co-Investor Limited Partner, in no event shall the Tag-Along Transfer be consummated within fewer than twenty (20) Business Days of the Co-Investor’s receipt of the Tag Offer Notice.

ARTICLE 9

KEURIG CALL RIGHTS

Section 9.1  Keurig Call Rights.

(a)  Early Call Right.

(i)  At any time prior to the eighth (8th) anniversary of the Closing, the JV or the Keurig Partners (or any Affiliated designee of the Keurig Partners) shall have the right, but not the obligation, to purchase, solely for cash, all (but not less than all) of the Co-Investor Limited Partner’s Units (the “Early Call Right” and such Units, the “Early Forced Transfer Units”), upon twenty-five (25) Business Days’ prior written Notice (an “Early Call Right Notice”) to the Co-Investor Limited Partner (the “Early Call Right”), subject to the satisfaction of the following conditions: (A) following the second (2nd) anniversary of the Closing, in eleven (11) discrete quarterly periods, the actual quarterly sales Volumes of the JV under the Wholesale Agreement is less than eighty-five percent (85%) of the aggregate Expected Volumes (as defined in the

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Wholesale Agreement) for each such period as set forth in the 30-Year Plan, and (B) the 20-Day VWAP of MarketingCo Parent as of the last trading of such eleventh (11^th) quarterly period has declined by at least 8.0% relative to the 20-Day VWAP of MarketingCo Parent as of the Closing (or as of immediately following a Spin-Off) in a manner that the existence of the Co-Investor Limited Partner’s Conversion Right would reasonably be expected to cause an adverse impact on MarketingCo Parent’s earnings per share. The date on which the purchase of the Early Forced Transfer Units is consummated pursuant to the exercise of the Early Call Right is referred to herein as the “Early Call Right Closing Date.”

(ii)  The aggregate purchase price payable in respect of the Forced Transfer Units shall be equal to the amount necessary to provide the Co-Investor Limited Partner an IRR (taking into account all prior Distributions) as of the Early Call Right Closing Date equal to the Target IRR with respect to the aggregate amount of Purchase Price and additional Capital Contributions (if any) applicable to such Units (the “Early Call Price”); provided, that if the Early Call Right is exercised prior to the commencement of the Call Right Window, then the Early Call Price shall be measured and determined as if the Early Call Right Closing Date occurred immediately following the first (1st) day of the Call Right Window. The Early Call Price shall be calculated in a manner consistent with this Agreement and the Early Call Price Sample Calculation, and shall be reasonably mutually agreed by the Keurig Partners and the Co-Investor Limited Partner consistent therewith.

(iii)  The Early Call Right Notice shall specify (A) the number of Early Forced Transfer Units to be purchased and (B) a reasonably detailed calculation of the Early Call Price. The closing of any purchase pursuant to the Early Call Right shall occur on the date specified in the Early Call Right Notice (or such other date mutually agreed by the Keurig Partners and the Co-Investor Limited Partner).

(b)  Call Right.

(i)  At any time after the eighth (8th) anniversary and until the fifteenth (15th) anniversary of the Closing (the “Call Right Window”), upon twenty-five (25) Business Days’ prior written Notice (a “Call Right Notice”) to the Co-Investor Limited Partner, the JV or the Keurig Partners (or an Affiliated designee of the Keurig Partners) shall have the right to optionally purchase all (but not less than all) of the Co-Investor Limited Partner’s Units (such Units, the “Forced Transfer Units” and, together with the Early Forced Transfer Units, as applicable, the “Called Units”), solely for cash, at a purchase price per Unit equal to the Call Price (the “Call Right”). The date on which the purchase of the Forced Transfer Units is consummated pursuant to the exercise of the Call Right is referred to herein as the “Call Right Closing Date.”

(ii)  The aggregate purchase price payable in respect of the Forced Transfer Units shall be equal to the lesser of (A) the Call Right Fair Market Value in respect of the Forced Transfer Units as of the Call Right Closing Date and (B) the amount necessary to provide the Co-Investor Limited Partner an IRR (taking into account all prior Distributions) as of the Call Right Closing Date equal to the Target IRR with

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respect to the aggregate amount of the Purchase Price and additional Capital Contributions (if any) amount for such Units (the “Call Price”); provided, that the Call Price shall not be less than (x) the Call Price Product Margin multiplied by (y) 0.5 multiplied by (z) the Co-Investor Percentage Interest. The Call Price shall be calculated in a manner consistent with this Agreement and the Call Price Sample Calculation, and shall be reasonably mutually agreed by the Keurig Partners and the Co-Investor Limited Partner consistent therewith.

(iii)  For purposes of this Section 9.1(b):

1.  “Call Right Fair Market Value” means, with respect to the Forced Transfer Units, the value mutually agreed by the Partners in good faith; provided, that if the Members cannot mutually agree on the Call Right Fair Market Value of the Forced Transfer Units within fifteen (15) Business Days’ of receipt of the Call Right Notice (or such longer period as may be mutually agreed), each of the Keurig Partners and the Co-Investor Limited Partner shall have the right to appoint an independent, internationally recognized appraiser with experience in valuing similar assets. Each appraiser so appointed shall independently determine the Call Right Fair Market Value of such Forced Transfer Units and deliver written valuations to both such Partners. If the higher of the two (2) valuations does not exceed one hundred ten percent (110%) of the lower valuation, the “Call Right Fair Market Value” shall be deemed to be the average of the two (2) valuations. If the higher valuation exceeds one hundred ten percent (110%) of the lower valuation, the two (2) appraisers shall jointly appoint a third (3^rd) independent, internationally recognized appraiser with experience in valuing similar assets, to determine the Call Right Fair Market Value of such Forced Transfer Units (which shall be no greater than the higher valuation and no less than the lower valuation previously provided by the other two (2) appraisers) and such third (3^rd) appraiser’s determination of the Call Right Fair Market Value of such Forced Transfer Units shall be final and binding on the Parties; provided, however, in no event shall the Call Right Fair Market Value be less than an amount equal to (i) the Co-Investor Percentage Interest, multiplied by (ii) the Call Right FMV Product Margin multiplied by (iii) the Call Right FMV Multiplier. Each appraiser’s determination of the Call Right Fair Market Value shall be made assuming a price for the Forced Transfer Units determined on arms’-length terms and without applying any minority interest discount, any illiquidity discount, lack of control discount or any assumed compulsion to sell.

2.  “Co-Investor Percentage Interest” means, as of any date of determination, the quotient expressed as a percentage equal to the (A) the aggregate number Class A Units and Class B Units collectively held by the Co-Investor Limited Partner divided by (B) the aggregate number of Class A Units and Class B Units issued and outstanding as of the date of determination.

(iv)  The Call Right Notice shall specify (A) the number of Forced Transfer Units to be purchased and (B) a reasonably detailed calculation of the Call Price.

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The closing of any purchase pursuant to the Call Right shall occur on the date specified in the Call Right Notice (or such other date mutually agreed by the Keurig Partners and the Co-Investor Limited Partner).

(c)  Cooperation. Each of Co-Investor Limited Partner and the Keurig Partner shall cooperate with the other in calculating the Early Call Price or the Call Price, as applicable.

Section 9.2  Documentation and Procedures.

(a)  In the event that the JV or the Keurig Partners exercise the Early Call Right or the Call Right pursuant to this Article 9:

(i)  Co-Investor Limited Partner shall deliver or cause to be delivered all of the Called Units, duly endorsed or accompanied by customary written instruments of transfer in form reasonably satisfactory to the Keurig Partners or the applicable Transferee, duly executed by Co-Investor Limited Partner;

(ii)  Co-Investor Limited Partner shall represent and warrant (A) that it is the sole beneficial and record owner of such Called Units (as applicable), with valid and good title to the interests, (B) that it is duly organized and in good standing under the Applicable Laws of its jurisdiction of formation and jurisdictions where it conducts business, (C) that such interests are being validly transferred free and clear of all liabilities and Liens (other than Permitted Liens or transfer restrictions arising from any applicable stock exchange rules and any applicable requirements under the Securities Act, the Exchange Act and any Applicable Laws, including, without limitation, domestic and foreign federal and state securities and “blue sky” Applicable Laws (collectively with any applicable stock exchange rules, “Applicable Securities Laws”) or under this Agreement), (D) with respect to the due authorization, execution and delivery of any agreement entered into in connection therewith, and (E) with respect to its power and authority to enter into such agreement and consummate the transactions contemplated thereby without the consent or approval of any other Person, and shall otherwise agree to complete such transaction on customary terms and conditions and pursuant to customary documents;

(iii)  Co-Investor Limited Partner shall cause all liabilities and all Liens associated with the Called Units, as applicable, to be discharged prior to or concurrently with consummation of the Early Call Right or the Call Right (other than Permitted Liens or transfer restrictions arising from Applicable Securities Laws or under this Agreement);

(iv)  The Keurig Partners or the applicable Transferee of the Called Units shall pay the Early Call Price or Call Price, as applicable, in immediately available funds to a bank account or bank accounts of (as designated by) Co-Investor Limited Partner, subject to the consummation of the Transfer of the applicable Called Units;

(v)  Such Early Call Right or Call Right transaction shall be consummated on the last Business Day of applicable Fiscal Quarter or such other date as mutually agreed by the Keurig Partners and Co-Investor Limited Partner, subject to extension if necessary to permit approvals from Governmental Authorities; provided,

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however, that in no event shall such Early Call Right or Call Right be consummated prior to the date that is at least twenty-five (25) Business Days after delivery of the Early Call Right Notice or Call Right Notice, respectfully, unless otherwise agreed by the Co-Investor Limited Partner; and

(vi)  Following the consummation of such Early Call Right or Call Right transaction, as applicable, Co-Investor Limited Partner shall no longer be entitled to any rights in respect of the Called Units, including the right to any Distributions or payments by the JV and shall thereupon cease to be a Limited Partner of the JV in respect of such Called Units.

Section 9.3  Cooperation. Co-Investor Limited Partner shall, subject to compliance with Applicable Law, use commercially reasonable efforts to take such actions as may be necessary to consummate the Transfer of the applicable Called Units to the JV or the Keurig Partners or its designee, including executing, acknowledging and delivering transfer agreements, sale agreements, consents and any other documents or instruments, in each case, that are reasonable and customary for transactions of its type.

Section 9.4  Redemption. Notwithstanding any other provision in this Agreement, at the option and sole discretion of the Keurig Partners, the Early Call Right or the Call Right may be effected by a redemption of Co-Investor Limited Partner’s Units and the re-issuance of such Units to the Keurig Partners, subject to Applicable Law. In the event of any such redemption, each of Co-Investor Limited Partner and the Keurig Partners shall take all such actions and procure and provide all such approvals as may be required to ensure such redemption can be effected; provided, however, that in no event shall the Co-Investor Limited Partner be required to take any action that would, or would reasonably be expected, to result in an adverse impact to the Co-Investor Limited Partner, the Co-Investors or their Affiliates.

Section 9.5  Remedies. Without limitation to any other remedies available to the Keurig Partners and notwithstanding anything to the contrary in Schedule 4.1, any material breach by Co-Investor Limited Partner of any of its (or their) obligations to discharge liabilities or Liens as required by this Article 9, shall result in the immediate suspension of all information rights, voting rights (including with respect to Unanimous Approvals) and distribution rights of Co-Investor Limited Partner pursuant to this Agreement, and the LP Committee shall cause the register of Designees of the JV to be updated to reflect the removal of all Co-Investor Designees, whom shall be deemed removed upon the occurrence of such breach, in each case, until (a) the Keurig Partners either rescinds the exercise of their Early Call Right or Call Right, as applicable, or (b) the Called Units are transferred to the JV or the Keurig Partners or the applicable Transferee, in each case, pursuant to this Article 9.

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ARTICLE 10

CONVERSION RIGHT; RIGHT OF FIRST OFFER; SPIN-OFF

Section 10.1  Conversion Right.

(a)  Subject to the terms and conditions of this Section 10.1, at any time after the fifteenth (15th) anniversary of the Effective Date but prior to the thirtieth (30th) anniversary of the Closing, if (i) the Keurig Partners have not exercised the Early Call Right or the Call Right with respect to all of the outstanding Units and (ii) the JV’s actual quarterly sales Volumes in any discrete twelve (12) quarterly periods following the second (2nd) anniversary of the Effective Date fall below eighty-five percent (85%) of the aggregate Expected Volumes (as defined in the Wholesale Agreement) set forth in the 30-Year Plan for such discrete twelve (12) quarter period, then the Co-Investor Limited Partner shall have the right (the “Conversion Right”) to elect to convert all of its Units (or, solely to the extent conversion of all of its Units is not then permitted under Section 10.1(e), a portion thereof; provided that, in the event of any such partial conversion, the Co-Investor Limited Partner shall use commercially reasonable efforts to convert the remainder of its Units as promptly as is commercially reasonable under the circumstances) into publicly traded shares of common stock of the parent company of MarketingCo (or any successor thereto, third party acquiror or surviving entity thereof) at any such one or more point(s) in time (which, for the avoidance of doubt, could be Keurig Parent) (“MarketingCo Parent” and such shares, the “Conversion Shares”). For the avoidance of doubt, receipt of a Conversion Notice (as defined below) shall not affect or impair the Keurig Partners’ right to exercise the Call Right in accordance with its terms.

(b)  To exercise the Conversion Right, the Co-Investor Limited Partner shall deliver to the Keurig Partners a prior written Notice of such election (the “Conversion Notice”) stating the number of its Units that the Co-Investor Limited Partner is electing to convert (the “Converting Co-Investors Units”) pursuant to this Section 10.1. Within twenty-five (25) Business Days following delivery of the Conversion Notice, MarketingCo Parent and the Keurig Partners shall cause the Converting Co-Investors Units to be converted into Conversion Shares at the Conversion Rate (as defined below) subject, in each case, to (i) the Co-Investor Limited Partner’s delivery of customary closing deliverables reasonably required to effect such conversion and issuance (for the avoidance of doubt, MarketingCo Parent and the Keurig Partners shall not require, and will use commercially reasonable efforts to cause the transfer agent for the Conversion Shares not to require, that Co-Investor Limited Partner do any of the following in relation to any conversion of the Converting Co-Investors Units into Conversion Shares: (x) deliver any additional endorsements, legal opinions or officer’s certificates, (y) perform any other actions to effect such conversion, or (z) pay any stock transfer, documentary, stamp or similar taxes and/or provide medallion guarantees, in each case other than as explicitly set forth in this Agreement), (ii) the availability of any required approval of a Governmental Authority or securities exchange, if any, and of an applicable exemption from registration under securities laws for such issuance, and (iii) the absence of any Legal Impediment; provided that MarketingCo Parent and the Keurig Partners shall use commercially reasonable efforts to cause any such Legal Impediment to cease as promptly as is commercially reasonable under the circumstances. If the number of Conversion Shares deliverable in respect of the applicable Conversion Notice is not a whole number, then such number shall be rounded down to the

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nearest whole number and the Keurig Partners shall pay cash in lieu of issuing any fractional Conversion Shares that would otherwise be issuable upon conversion of any Converting Co-Investors Units in an amount equal to the product of (x) such fractional Conversion Shares and (y) the 20-Day VWAP as of the date of the Conversion Notice. “Legal Impediment” means any applicable Law, order, injunction or stay, that MarketingCo Parent determines, based on the advice of outside counsel and after consulting with Co-Investor Limited Partner in good faith, (A) would prohibit or render unlawful the contemplated issuance and (B) cannot be mitigated or avoided through any commercially reasonable efforts of MarketingCo Parent and Co-Investor Limited Partner.

(c)  Subject to the limitations set forth herein, the “Conversion Rate” shall equal the number of Conversion Shares issuable per each Converting Co-Investors Unit determined by dividing (i) the Call Price by (ii) the greater of (x) $8.00 (the “Share Floor Price”) and (y) the 20-Day VWAP as of the date of the Conversion Notice; provided, that:

(i)  it is understood by the parties that the Share Floor Price has been agreed based on the share price of the Keurig Parent of $27.16 on or about October 26, 2025 and following any Spin-Off, merger or similar transaction involving the Keurig Parent or MarketingCo Parent, as applicable, the Share Floor Price shall be automatically proportionately adjusted in good faith and a commercially reasonable manner based on the 20-Day VWAP as of the twentieth (20^th) trading day following the completion of such transaction, and within five (5) Business Days following a written request by Co-Investor Limited Partner, Keurig Lux Partner shall provide a description of the methodology, calculations and basis for such adjustment in reasonable detail; and

(ii)  following any reclassification, recapitalization, stock split or combination, exchange, dividend or distribution of assets or Equity Securities (including distributions of any rights to purchase stock, warrants, securities or other property or assets pro rata to the record holders of any class of shares), readjustment of the shares of the Keurig Parent or MarketingCo Parent, as applicable, or other similar transaction, the Share Floor Price and any other terms relevant to the Conversion Right shall be appropriately adjusted by MarketingCo Parent in good faith and a commercially reasonable manner to preserve the economic intent of the Conversion Right within thirty (30) days of such event or occurrence.

(iii)  if MarketingCo Parent, directly or indirectly, in one or more related transactions (I) effects any merger or consolidation with or into another Person, (II) effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets, (III) completes a purchase offer, tender offer or exchange offer (whether by MarketingCo Parent or another Person) pursuant to which holders of its common stock are permitted to sell, tender or exchange their shares for other securities, cash or property that has been accepted by the holders of more than 50% of the outstanding common stock or more than 50% of the voting power of the capital stock of MarketingCo Parent (including with respect to the election of directors), (IV) effects any reclassification, reorganization or recapitalization or any compulsory share exchange pursuant to which the common stock of MarketingCo Parent is effectively converted into or exchanged for other securities, cash or property or (V) consummates a

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stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding common stock or more than 50% of the voting power of the capital stock of MarketingCo Parent (not including any shares of capital stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) and in connection with such transaction MarketingCo Parent’s common stock is converted into or exchanged for other securities, cash or property (each of (I)-(V), a “Fundamental Transaction”), the Conversion Right shall remain outstanding following such Fundamental Transaction and, in such case, appropriate adjustment shall be made with respect to the Co-Investor Limited Partner’s rights under this Section 10.1 (including the Conversion Rate, Share Floor Price, and Conversion Shares Caps) to ensure that the provisions of this Section 10.1(c) shall thereafter be applicable, as nearly as reasonably practicable in the good faith, commercially reasonable judgment of MarketingCo Parent, to the Conversion Right in relation to any shares of stock, securities, cash or assets thereafter acquirable upon exercise of the Conversion Right. In addition, MarketingCo Parent shall cause any successor entity in a Fundamental Transaction in which MarketingCo Parent is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of MarketingCo Parent hereunder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Agreement referring to “MarketingCo Parent” shall refer instead to the Successor Entity), and may exercise every right and power of MarketingCo Parent and shall assume all of the obligations of MarketingCo Parent under this Agreement with the same effect as if such Successor Entity had been named as MarketingCo Parent herein.

(d)  Any Conversion Shares issued in connection with the Conversion Right shall be subject to customary demand registration rights (including with respect to block trades on a registered basis) and piggyback registration rights, including registration for resale of the Conversion Shares reasonably promptly following the issuance thereof. The MarketingCo Parent (and, for the avoidance of doubt, if the MarketingCo Parent is Keurig Parent, then Keurig Parent) shall use its reasonable best efforts to file, reasonably promptly following delivery of the Conversion Notice, a resale registration statement with respect to the Conversion Shares and otherwise comply with the terms set forth in Schedule 10.1. If MarketingCo Parent is not Keurig Parent or a successor entity to Keurig Parent, then, prior to the listing of the MarketingCo Parent’s common stock on any national securities exchange, the MarketingCo Parent shall, subject to Section 10.1(e), take all requisite action to provide that the issuance of the Conversion Shares upon exercise of the Conversion Right shall not require any vote of the MarketingCo Parent’s stockholders. If the MarketingCo Parent is Keurig Parent or a successor entity to Keurig Parent and the Call Right is not exercised during the Call Right Window, then following the expiration of the Call Right Window, Keurig Parent shall seek the approval of its stockholders pursuant to the rules of the NASDAQ Stock Market LLC (or such other national exchange on which the Conversion Shares are listed) or any other national securities exchange on which the MarketingCo Parent’s common stock is then listed to permit the full exercise of the Conversion Right and the issuance of the Conversion Shares pursuant thereto (“Stockholder Approval”).

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Without limiting any of the limitations on the exercise of the Co-Investor Limited Partner’s Conversion Right and/or the issuance of Conversion Shares expressly set forth in this Agreement, none of Keurig Parent, MarketingCo Parent or any Successor Entity shall take any action, enter into any contract or other agreement, or otherwise subject Co-Investor Limited Partner’s exercise of the Conversion Right and/or the issuance of Conversion Shares to the consent of any third party in accordance with the terms and conditions hereunder.

(e)  Notwithstanding anything to the contrary contained herein, in no event shall the number of Conversion Shares issued to the Co-Investor Limited Partner upon any exercise of the Conversion Right exceed (i) to the extent Stockholder Approval has not been obtained as of an exercise of the Conversion Right, nineteen and nine-tenths percent (19.9%) of the outstanding shares of common stock of the MarketingCo Parent, or such other limitation imposed by the applicable national securities exchange in respect of Conversion Shares, as of the time of such conversion (the “Stockholder Approval Conversion Shares Cap”), (ii) 200,000,000 shares of common stock of MarketingCo Parent (the “Authorized Capacity Conversion Shares Cap”) or (iii) forty percent (40.0%) of the outstanding shares of common stock of the MarketingCo Parent as of the time of such conversion (the “Aggregate Conversion Shares Cap” and, together with the Stockholder Approval Conversion Shares Cap and the Authorized Capacity Conversion Shares Cap, the “Conversion Shares Caps”). For these purposes, beneficial ownership and calculations of percentage ownership will be determined in accordance with Rule 13d-3 under the Exchange Act. If the exercise of the Conversion Right would otherwise result in the issuance of Conversion Shares in excess of any Conversion Shares Cap, but the Converting Co-Investors Units are not converted into Conversion Shares as a result of the Conversion Share Caps, then the number of Units to be converted shall be reduced proportionately so that the Co-Investor Limited Partner shall receive one (1) Conversion Share less than the applicable Conversion Shares Cap; provided, that, once Stockholder Approval has been obtained, the Stockholder Approval Conversion Shares Cap shall no longer apply. For the avoidance of doubt, if any Units are not converted into Conversion Shares in connection with the exercise of the Conversion Right as a result of any Conversion Shares Cap, then such Units shall remain outstanding and the MarketingCo Parent shall be required to subsequently issue, as promptly as reasonably practicable following any time at which such subsequent issuance(s) would not contravene the applicable Conversion Shares Caps (whether as a result of having obtained Stockholder Approval, in the case of the Stockholder Approval Conversion Shares Cap, or the issuance of additional shares of common stock of MarketingCo Parent), to the Co-Investor Limited Partner such remaining number of Conversion Shares (such remaining number, for the avoidance of doubt, to be based on the Conversion Rate calculated on the date of the related Conversion Notice, after giving effect to any subsequent adjustments, if any, under this Section 10.1) in one or more issuances up to the lesser of the Authorized Capacity Conversion Shares Cap and the Aggregate Conversion Shares Cap, with any excess unconverted Units remaining outstanding. If, as of the thirteenth (13th) anniversary of the Closing and as of each anniversary thereafter, the number of Conversion Shares into which the Co-Investor Limited Partner’s Units would be converted upon exercise of the Conversion Right (if exercised as of such date, but assuming for purposes of this provision that the 20-Day VWAP is less than the Share Floor Price and that the amount described in clause (A) of the definition of Call Price is greater than the amount described in clause (B) of the definition of Call Price) (the “Conversion Obligation Shares”) plus the number of Conversion Shares, if any, previously issued to Co-Investor Limited Partner upon any exercise of the Conversion Right, exceeds the Authorized Capacity Conversion

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Shares Cap, then MarketingCo Parent shall use reasonable best efforts to as promptly as practicable increase the number of its authorized shares of common stock to permit the issuance of all such Conversion Obligation Shares upon exercise of the Conversion Right and, upon any such authorization increasing the number of authorized shares of common stock of MarketingCo Parent taking effect, the Keurig Partners and the Co-Investor Limited Partner shall discuss in good faith and mutually agree upon and give effect to an appropriate increase to the Authorized Capacity Conversion Shares Cap as promptly as practicable following such authorization taking effect, such that the number of Conversion Obligation Shares, plus the number of Conversion Shares, if any, previously issued to Co-Investor Limited Partner upon any exercise of the Conversion Right, is less than the increased Authorized Capacity Conversion Shares Cap. In the event that, on any subsequent anniversary of the Closing following the thirteenth (13th) anniversary, the number of Conversion Obligation Shares (calculated as of such anniversary) plus the number of Conversion Shares, if any, previously issued to Co-Investor Limited Partner upon any exercise of the Conversion Right exceeds the Authorized Capacity Conversion Shares Cap then in effect, the provisions and obligations of the immediately preceding sentence shall apply mutatis mutandis on such anniversary of the Closing; provided that the provisions and obligations of the immediately preceding sentence shall not apply if the Authorized Capacity Conversion Shares Cap then in effect is greater than or equal to the Aggregate Conversion Shares Cap. In connection with any Spin-Off, the Keurig Partners and the Co-Investor Limited Partner shall promptly mutually agree upon and give effect to a proportionate adjustment to the Authorized Capacity Conversion Shares Cap relative to the aggregate number of authorized shares of common stock of MarketingCo Parent, or such greater amount as the Keurig Partners and the Co-Investor Limited Partner may mutually agree. For the avoidance of doubt, subject to any applicable requirements of US securities laws, Co-Investor Limited Partner shall be permitted to enter into hedging arrangements (including by way of a sale, forward contract or other type of derivative contract) with respect to any Conversion Shares received or to be received by Co-Investor Limited Partner.

(f)  If MarketingCo does not exercise the Expansion Election and the Parties cannot agree upon the Marketing Plan (as defined in the Wholesale Agreement) at least 60 days prior to the beginning of the applicable Marketing Term, the Co-Investor Limited Partner may exercise its Conversion Right in accordance with and subject to the terms and conditions set forth herein notwithstanding that the fifteenth (15th) anniversary of the Effective Date or other conditions contemplated in Section 10.1(a) may not yet have occurred.

(g)  If, at the time the Co-Investor Limited Partner exercises the Conversion Right, the common stock of MarketingCo Parent is not publicly traded, then the Conversion Right shall entitle the Co-Investor Limited Partner to convert its Units into equity interests of the MarketingCo Parent without any restrictions on the transfer or sale of such equity interests and otherwise on terms and conditions substantially similar to those set forth herein, with such terms to be mutually agreed by the Parties, acting reasonably, at such time.

(h)  The Conversion Shares shall not be or become subject to any restrictions on transfer imposed by MarketingCo Parent or any of its Affiliates, or pursuant to any contractual agreements of MarketingCo Parent or its Affiliates or any contractual agreements that are binding on the assets of MarketingCo Parent and/or any of its Affiliates.

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(i)  In the event that the Co-Investor Limited Partner exercises its Conversion Right, MarketingCo Parent shall, as reasonably requested by Co-Investor Limited Partner (or its Affiliate), in connection with Co-Investor Limited Partner (or its Affiliate) obtaining a Share-Based Financing, use reasonable best efforts to promptly provide such Person with customary cooperation, at the sole expenses of such Person, by, among other matters: (a) providing customary assistance in connection with any contemplated Encumbrance of any Conversion Shares (“Pledged Shares”), (b) entering into an “issuer agreement”, in a form reasonably acceptable to MarketingCo Parent (an “Issuer Agreement”) to be consistent with the scope of similar agreements customarily entered into in connection with transactions of the nature of the relevant Share-Based Financing, with a financing provider (and, if applicable, its Affiliate) and Co-Investor Limited Partner (or its Affiliate) and (c) subject to customary representations and undertakings of such financing provider, including as to U.S. securities laws matters, facilitating the transfer of such Pledged Shares in the form eligible for clearing through the facilities of the Depositary Trust and Clearing Corporation to effect such Encumbrance; provided that such assistance will not unreasonably disrupt the operation of MarketingCo Parent’s business and that Co-Investor Limited Partner (or its Affiliate) shall reimburse any out-of-pocket costs and expenses incurred by MarketingCo Parent in connection with any such Share-Based Financing. Co-Investor Limited Partner acknowledges and agrees that the statements and agreements of MarketingCo Parent in any Issuer Agreement will be intended to be solely for the benefit of the financing provider party thereto and that Co-Investor Limited Partner shall not be entitled to use the statements and agreements of MarketingCo Parent in an Issuer Agreement against MarketingCo Parent.

Section 10.2  Right of First Offer; Change of Control.

(a)  Subject to prior Section 10.2(b), the Keurig Partners (or the direct or indirect parent of the Keurig Partners), shall have the right, in their sole discretion, to cause a Change of Control with respect to (a) the JV, (b) MarketingCo or (c) MarketingCo Parent (or any parent thereof); provided, however, that, with respect to a Change of Control of MarketingCo Parent (or any parent thereof), such Change of Control shall only be deemed to have occurred for purposes of this Section 10.2 if such Change of Control is, at any point in time, approved or ratified, or otherwise acted upon, by the board of directors of MarketingCo Parent (or such parent thereof) (or such other equivalent governing body (including a committee) thereof); provided, further, that in the event of any such transaction that would otherwise be a Change of Control of MarketingCo Parent (or any parent thereof) but that does not meet the requirements in the foregoing proviso, the Keurig Partners and the Co-Investor Limited Partner shall work together in good faith to implement an alternative structure that reasonably satisfies the relevant tax and economic characterization of such transaction that is contemplated by the Keurig Partners and the Co-Investor Limited Partner in accordance with this Section 10.2.

(b)  At least thirty (30) days prior to the consummation of a Change of Control described in Section 10.2(a), the Keurig Partners shall deliver written Notice thereof to the Co-Investor Limited Partner describing in reasonable detail the proposed Change of Control and the Keurig Partners’ good faith estimate of the purchase price determined in accordance with this Section 10.2(b) and shall make an irrevocable, unconditional offer to purchase, solely for cash, all (and not less than all) of the Co-Investor Limited Partner’s Units (the “Change of Control Offer”). The purchase price payable pursuant to the Change of Control Offer (x) shall be an

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amount equal to (i) if the applicable Change of Control is consummated at any time prior to the commencement of the Call Right Window, the amount necessary to provide the Co-Investor Limited Partner an IRR (taking into account all prior Distributions) with respect to its Units as of the closing date for such purchase equal to the Target IRR with respect to the amount of Cash Contributions attributable to such Units, which shall be measured and determined as if the closing of such Change of Control occurred immediately following the first (1st) day of the Call Right Window, and (ii) if the applicable Change of Control is consummated at any time during or after the Call Right Window, the Call Price, measured and determined as of the closing of the Change of Control and (y) shall be calculated in a manner consistent with this Agreement and the Sample IRR Calculation, and shall be reasonably mutually agreed by the Keurig Partners and the Co-Investor Limited Partner consistent therewith. The Co-Investor Limited Partner shall have a period of thirty (30) days from receipt of the Change of Control Offer to deliver to the Keurig Partners a written Notice accepting or rejecting the Change of Control Offer. The Co-Investor Limited Partner’s failure to deliver a written acceptance of the Change of Control Offer within such thirty (30)-day period shall be deemed a rejection of the Change of Control Offer.

(c)  If the Co-Investor Limited Partner timely accepts the Change of Control Offer, the Keurig Partners shall be obligated to consummate the purchase of all of the Co-Investor Limited Partner’s Units at or prior to the consummation of the applicable Change of Control. The closing of such purchase shall occur on the date of, and immediately prior to, the closing of the Change of Control, at the price determined pursuant to Section 10.2(b). At such closing, (i) the Co-Investor Limited Partner shall deliver to the Keurig Partners reasonable and customary instruments of transfer and assignment of its Units, free and clear of all Liens (other than Permitted Liens or transfer restrictions arising from Applicable Securities Laws or under this Agreement), and (ii) the Keurig Partners shall pay the aggregate purchase price in cash, by wire transfer of immediately available funds, against delivery of such Units.

(d)  In all cases in which a Change of Control of the JV is consummated, whether or not the Co-Investor Limited Partner accepts the Change of Control Offer or is deemed to have rejected the Change of Control Offer, all outstanding Units shall, immediately prior to (or contemporaneously with) the consummation of such Change of Control, be redeemed by the JV for cash, and the Co-Investor Limited Partner shall be entitled to receive, for each Unit so redeemed, a cash amount equal to the price determined pursuant to Section 10.2(b). The closing of such redemption transaction shall occur on the date of, and immediately prior to, the consummation of such Change of Control, and the consideration shall be paid in cash, by wire transfer of immediately available funds, in exchange for the cancellation of the redeemed Units.

(e)  If the Co-Investor Limited Partner accepts the Change of Control Offer (or if a redemption transaction will nonetheless be consummated in accordance with Section 10.2(d)), each of the Keurig Partners, the Co-Investor Limited Partner and the JV shall, subject to compliance with Applicable Law, use commercially reasonable efforts to take such actions as may be necessary to consummate the transactions contemplated by this Section 10.2, including executing, acknowledging and delivering transfer agreements, sale agreements, consents and any other documents or instruments, in each case, that are reasonable and customary for transactions of its type.

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Section 10.3  Spin-Off.

(a)  In the event that the Keurig Partners intend to effect a Spin-Off that is not a Qualifying Spin-Off, the Keurig Partners shall provide the Co-Investor Limited Partner with written Notice of any such proposed Spin-Off at least twenty-five (25) Business Days prior to the closing of such Spin-Off, which Notice shall include reasonable details of the proposed transaction and the Keurig Partners’ good faith estimate of the purchase price determined in accordance with this Section 10.3. The Redemption (as defined below) (unless waived by the Co-Investor Limited Partner) shall be effected for cash, by wire transfer of immediately available funds, at the closing of the Spin-Off, against delivery of the Co-Investor Limited Partner’s Units, free and clear of all Liens (other than Permitted Liens or transfer restrictions arising from Applicable Securities Laws or under this Agreement). For the avoidance of doubt, no consent by the Co-Investor Limited Partner shall be required to effect a Spin-Off.

(b)  Upon the occurrence of any Spin-Off, other than a Qualifying Spin-Off, the Keurig Partners shall have the right to cause the JV to redeem, solely for cash, all (but not less than all) of the Co-Investor Limited Partner’s Units, or to cause the Keurig Partners or an Affiliate thereof to purchase, solely for cash, all (but not less than all) of the Co-Investor Limited Partner’s Units (such redemption or purchase, the “Redemption”). The purchase price payable in connection with the Redemption shall be determined as follows:

(i)  If the Spin-Off occurs at any time prior to the commencement of the Call Right Window, the purchase price for the Redemption shall equal the amount necessary for the Co-Investor Limited Partner to receive one hundred ten percent (110%) of the amount required to provide the Co-Investor Limited Partner with an IRR with respect to its Units, calculated as of the expected closing of the Spin-Off and taking into account all prior Distributions, equal to the Target IRR with respect to the Purchase Price amount in respect of such Units.

(ii)  If the Spin-Off occurs during the Call Right Window, the purchase price for the Redemption shall equal the amount necessary for the Co-Investor Limited Partner to receive an IRR with respect to its Units, calculated as of the closing of the Spin-Off and taking into account all prior Distributions, equal to the Target IRR with respect to the Purchase Price amount in respect of such Units.

(iii)  If the Spin-Off occurs at any time after the expiration of the Call Right Window, the purchase price for the Redemption shall equal the Call Right Fair Market Value of the Co-Investor Limited Partner’s Units as of the closing of the Spin-Off.

(c)  For the avoidance of doubt, the Co-Investor Limited Partner may, in its sole discretion, waive the Redemption, in whole or in part, in connection with any Spin-Off.

(d)  Unless the Redemption is waived by the Co-Investor Limited Partner, each of the Keurig Partners, the Co-Investor Limited Partner and the JV shall, subject to compliance with Applicable Law, use commercially reasonable efforts to take such actions as may be necessary to consummate the Redemption, including executing, acknowledging and

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delivering transfer agreements, sale agreements, consents and any other documents or instruments, in each case, that are reasonable and customary for transactions of its type.

ARTICLE 11

TERMINATION; DISSOLUTION OF JV

Section 11.1  Term and Termination. This Agreement shall remain in effect until the Limited Partners unanimously agree to terminate this Agreement.

Section 11.2  Effect of Termination. In the event that this Agreement is terminated pursuant to Section 11.1, all further obligations of the Parties (other than pursuant to Section 6.6 (Information Rights), this Section 11.2 (Effect of Termination) and Article 16 (General), each of which shall continue in full force and effect) shall terminate without further liability or other obligation of the Parties. No termination under this Agreement shall relieve any Person of liability for breach prior to termination.

Section 11.3  Events of Dissolution. The JV will be wound up and dissolved upon the happening of any of the following events: (a) the entry of a decree of judicial dissolution under Applicable Law, (b) subject to compliance with Section 4.4 and Exhibit B, the determination of the LP Committee, (c) the disposition of all of the JV’s assets or (d) the termination of the legal existence of the last remaining Limited Partner or the occurrence of any other event which terminates the continued membership of the last remaining Limited Partner unless the business of the JV is continued in a manner permitted by this Agreement or Applicable Law (such events, “Dissolution Events”).

Section 11.4  Winding Up and Dissolution. Notwithstanding anything to the contrary in this Agreement, upon the occurrence of a Dissolution Event pursuant to Section 11.3, the JV shall immediately commence to wind up its affairs. A reasonable period of time shall be allowed for the orderly termination of the JV’s business, discharge of its liabilities, and distribution or liquidation of its remaining assets to enable the JV to minimize the normal losses attendant to the liquidation process.

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ARTICLE 12

DUTIES

Section 12.1  Business Opportunities. To the fullest extent permitted by Applicable Law, and without limiting any obligations of the Keurig Partners or their Affiliates under the Transaction Documents and the Main JV Agreements, (x) the doctrine of corporate opportunity and any analogous doctrine will not apply to any Exempted Person, (y) the JV renounces any interest or expectancy of the JV in, or in being offered an opportunity to participate in, business opportunities that are known or from time to time presented to an Exempted Person, including with respect to those set forth on Schedule 12.1 and (z) each Exempted Person who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the JV, including with respect to those set forth on Schedule 12.1, (a) will not have any duty to communicate or offer such opportunity to the JV and (b) will not be liable to the JV or to the Limited Partners of the JV because such Exempted Person pursues or acquires for, or directs such opportunity to, itself or another Person or does not communicate such opportunity or information to the JV.

Section 12.2  Reliance. Notwithstanding any other provision of this Agreement, an Exempted Person acting under this Agreement shall not be liable to the JV for such Person’s good faith reliance on the provisions of this Agreement. Whenever in this Agreement any LP Committee Member (other than a Person who is also an officer or employee of the JV) is permitted or required to make a decision (a) in such Person’s discretion or under a grant of similar authority, such Person shall be entitled to consider only such interests and factors as such Exempted Person desires, including the interests of such Person’s and Affiliates thereof, and shall, to the fullest extent permitted by Applicable Law, have no duty or obligation to give any consideration to any interest of or factors affecting the JV, any Limited Partner, any LP Committee Member or any other Person, or (b) in such Person’s good faith or under another express standard, such Person shall act under such express standard and shall not be subject to any other or different standards; provided, however, that such Persons shall not take any actions in contravention of their duties set forth in Section 12.3.

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Section 12.3  Duties. Without limiting the applicability of any other provision of this Agreement, including the provisions of Section 12.1 and the other provisions of this Section 12.3, the following provisions, as applicable, shall be applicable to the LP Committee and the Limited Partners thereof in their capacity as members of the LP Committee and to officers of the JV in their capacity as officers of the JV, as applicable:

(a)  Each LP Committee Member and officer of the JV shall act in good faith in performing his or her duties and obligations set forth in this Agreement. Notwithstanding the foregoing, (i) no LP Committee Member, in his or her capacity as a LP Committee Member, shall have any fiduciary or other duty to the JV, any Limited Partner, any other LP Committee Member or any other Person that is a party to or is otherwise bound by this Agreement, other than such LP Committee Member’s express obligations under this Agreement, and (ii) no officer of the JV, in his or her capacity as an officer of the JV, shall have any fiduciary or other duty to the JV, any Limited Partner, any other officer of the JV or any other Person that is a party to or is otherwise bound by this Agreement, other than such officer’s express obligations under this Agreement. To the maximum extent permitted by Applicable Law, whenever a LP Committee Member, in his or her capacity as a LP Committee Member, or an officer of the JV, in his or her capacity as an officer of the JV, is permitted or required to make a decision or take an action or omit to take an action (including wherever in this Agreement that any LP Committee Member or officer of the JV is permitted or required to make, grant or take a determination, a decision, consent, vote, judgment or action at its “discretion,” “sole discretion” or under a grant of similar authority or latitude), such LP Committee Member or officer of the JV shall be entitled to consider only such interests and factors, including his or her own (or those of the Member that appointed such LP Committee Member or officer of the JV), as such LP Committee Member or officer of the JV desires, and shall have no duty or obligation to give any consideration to any other interest or factors whatsoever.

(b)  To the maximum extent permitted by Applicable Law, no LP Committee Member or officer of the JV shall be liable to the JV, to any Limited Partner or to any other LP Committee Member or officer of the JV, respectively, for losses sustained or liabilities incurred as a result of any act or omission (in relation to the JV, any transaction, any investment or any business decision or action, including for breach of duties, including fiduciary duties) taken or omitted by such LP Committee Member or officer of the JV, respectively, unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of such act or omission, and taking into account the acknowledgments and agreements set forth in this Agreement, such LP Committee Member or officer of the JV engaged in bad faith, Fraud or willful or intentional misconduct or criminal wrongdoing; provided, however, the foregoing shall not limit or otherwise affect (i) the scope or applicability of Co-Investor Liabilities or (ii) a LP Committee Member’s or officer’s liability with respect to a breach of the express terms of this Agreement applicable to such LP Committee Member or officer of the JV.

(c)  Any LP Committee Member or officer of the JV, in his or her capacity as a LP Committee Member or officer of the JV, respectively, shall be entitled to rely on the provisions of this Agreement and on the advice of counsel, accountants and other professionals that is provided to the JV or such LP Committee Member or officer of the JV, respectively, and such LP Committee Member or officer of the JV shall not be liable to the JV or to any Limited

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Partner for such reliance on this Agreement or such advice; provided, however, that there has not been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of such reliance, and taking into account the acknowledgments and agreements set forth in this Agreement, such LP Committee Member or officer of the JV engaged in bad faith, Fraud or willful or intentional misconduct or criminal wrongdoing.

(d)  Notwithstanding anything to the contrary in this Section 12.3, the limitations set forth herein shall not limit the duties or obligations of any Limited Partner or LP Committee Member who is also an officer or employee of the JV from performing such duties in accordance with any employment or similar agreement, any policies or procedures applicable to such Person in such capacity or any duty or obligation in such capacity arising under Applicable Law.

Section 12.4  LP Committee Member and Officer Indemnification.

(a)  Subject to the limitations set forth in Section 12.4(f), the JV shall indemnify any LP Committee Member or officer of the JV who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a “Proceeding”) by reason of the fact that such Person is or was a LP Committee Member or officer of the JV, against any and all losses, claims, expenses (including reasonable out-of-pocket attorneys’ fees), costs, liabilities, damages, judgments, fines and amounts paid in settlement actually and reasonably incurred by such LP Committee Member or officer of the JV in connection with such Proceeding; provided, however, that such LP Committee Member or officer of the JV shall not be indemnified by the JV if there has been a final and nonappealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which such LP Committee Member or officer of the JV is seeking indemnification hereunder, and taking into account the acknowledgments and agreements set forth in this Agreement, such LP Committee Member or officer of the JV committed bad faith, Fraud or willful or intentional misconduct or criminal wrongdoing. Any indemnification provided hereunder shall be satisfied solely out of the assets of the JV (including available insurance coverage, if any), as an expense of the JV and, accordingly, no LP Committee Member or officer of the JV shall be subject to personal liability by reason of these indemnification provisions.

(b)  Except as provided in Section 12.4(c), any indemnification under this Section 12.4 (unless ordered by a court) shall be made by the JV only as authorized in the specific case upon a determination that indemnification of a LP Committee Member or officer of the JV is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 12.4(a). The determination of whether a LP Committee Member or officer of the JV has met the standard of conduct that entitled it to indemnification hereunder shall be made by the LP Committee. To the extent that a LP Committee Member or officer of the JV has been successful on the merits or otherwise in defense of any Proceeding referred to in Section 12.4(a), or in defense of any claim, issue or matter therein, such LP Committee Member or officer of the JV shall be indemnified against expenses (including reasonable out-of-pocket attorneys’ fees) actually and reasonably incurred by such LP Committee Member or officer of the JV in connection therewith without the necessity of authorization in the specific case.

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(c)  Upon written request by a LP Committee Member or officer of the JV, the JV shall pay reasonable out-of-pocket expenses incurred (or reasonably expected to be incurred) by such LP Committee Member or officer of the JV in defending or investigating a Proceeding in advance of (a) the final disposition of such Proceeding and (b) the determination of whether such LP Committee Member or officer of the JV has met the standard of conduct that entitles such LP Committee Member or officer of the JV to indemnification hereunder; provided, however, prior to payment (or advancement) by the JV of any such expenses, the LP Committee Member or officer of the JV shall provide an unsecured undertaking to the JV to repay all such amounts if it shall ultimately be determined that such LP Committee Member or officer of the JV is not entitled to be indemnified by the JV as authorized by this Section 12.4; provided, further, that in no event shall the JV be required to pay or advance to any LP Committee Member or officer of the JV any amounts in connection with a Proceeding initiated by (i) such LP Committee Member or officer of the JV, (ii) the JV, (iii) the Keurig Partners or any of their Affiliates (in the case of any Keurig Designee) or (iv) Co-Investor Limited Partner or any of its Affiliates (in the case of any Co-Investor Designee).

(d)  The indemnification and advancement of expenses provided by or granted pursuant to this Section 12.4 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any agreement, contract, a vote of the LP Committee or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action of a LP Committee Member or officer of the JV in his or her official capacity and as to action in another capacity while holding such office. The provisions of this Section 12.4 shall not be deemed to preclude the indemnification of any Person who is not specified in Section 12.4(a), but whom the JV has the power or obligation to indemnify under the provisions of the Act or otherwise.

(e)  The indemnification and advancement of expenses provided by or granted pursuant to this Section 12.4 shall, unless otherwise provided when authorized or ratified, inure to the benefit of the heirs, executors and administrators of a LP Committee Member or officer of the JV. Any amendment, modification or repeal of this Section 12.4(e) or any provision hereof shall be prospective only and shall not in any way affect the limitations on liability of the LP Committee Members or officers of the JV, or terminate, reduce or impair the right of any past, present or future LP Committee Members or officers of the JV, under and in accordance with the provisions of this Section 12.4 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(f)  Notwithstanding anything to the contrary in this Section 12.4, the JV shall not be required to indemnify a LP Committee Member appointed by Co-Investor Limited Partner in connection with liabilities that constitute Co-Investor Liabilities, except to the extent Co-Investor Limited Partner makes an Indemnity Payment Contribution to fund any Losses in respect of the Specified Circumstances under Section 1.12(d), and then, such indemnification obligation shall be limited to the aggregate amount of such contribution.

Section 12.5  Co-Investor Member Indemnification. The JV shall indemnify Co- Investor Member and its Affiliates and each of its and their directors, officers, shareholders,

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partners, members, investment managers, managers, employees, agents, successors, transferees, assignees and representatives of any of the foregoing (the “Co-Investor Indemnified Parties”) who is party or is threatened to be made a party to any threatened, pending or completed Proceeding against any and all out-of-pocket losses, claims, expenses (including reasonable and documented out-of-pocket attorneys’ fees), costs, liabilities, damages, judgments, fines and amounts paid in settlement actually and reasonably incurred by such Co-Investor Indemnified Party in connection with such Proceeding, in each case, solely to the extent that (a) if such Proceeding does not arise out of any actual or alleged infringement, misappropriation or other violation of any intellectual property of a Third Party, such Proceeding arises out of a willful act or omission by the Keurig Partners or their Affiliates, and (b) in all cases, (i) if such Proceeding arises out of or is related to the operation of the JV, the JV’s coffee production and sale business or assets or any other related matter and (ii) does not constitute a Co-Investor Liability. For the avoidance of doubt, any indemnification pursuant to this Section 12.5 shall be a liability for which the Keurig Partners are responsible.

Section 12.6  Waiver of Consequential Damages. EXCEPT (A) IN THE CASE OF FRAUD, (B) FOR ANY SHORTFALL DAMAGES OWED HEREUNDER UNDER OR UNDER ANY MAIN JV AGREEMENT, (C) FOR ANY MATERIAL BREACH UNDER SECTION 14.1 OR SECTION 14.2, AND/OR (D) TO THE EXTENT THAT PAYMENT TO THE KEURIG PARTNERS OR THE CO-INVESTOR LIMITED PARTNER (INCLUDING PURSUANT TO SECTION 14.1 OR SECTION 14.2) IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE (IN EACH CASE, IF AND TO THE EXTENT OWED PURSUANT HERETO OR THERETO), NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, FINANCING LOSSES, LOSS OF FINANCING, LOST REVENUE, LOSS OF BUSINESS OPPORTUNITY OR LOST PROFITS, WHETHER BASED IN CONTRACT (INCLUDING BREACH, INDEMNITY OR WARRANTY), IN TORT (INCLUDING FAULT, NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT ARISING FROM THE OTHER PARTY’S SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT (COLLECTIVELY, “CONSEQUENTIAL DAMAGES WAIVER”). SUCH WAIVER OF FINANCING LOSSES AND LOSS OF FINANCING, AS PART OF SUCH CONSEQUENTIAL DAMAGES WAIVER, INCLUDES, TO THE EXTENT APPLICABLE, THAT NEITHER PARTY NOR ANY OF THEIR AFFILIATES SHALL BE LIABLE FOR ANY AMOUNTS RELATED TO OR IN CONNECTION WITH THE JV’S OR OTHER PERSON’S FINANCING (INCLUDING ANY REQUIRED PAYMENT OR PREPAYMENT OF AMOUNTS OWED IN CONNECTION WITH ANY DEBT FINANCING, TAX EQUITY OR OTHER EQUITY FINANCING OR OTHER CREDIT SUPPORT OR ANY DAMAGES, LOSSES, COSTS AND EXPENSES (INCLUDING ALL ATTORNEYS’ FEES, CONSULTANT FEES AND LITIGATION EXPENSES ACTUALLY INCURRED) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RESULTING FROM ANY SUCH FINANCING OR OTHER CREDIT SUPPORT) OR POTENTIAL TAX BENEFITS, INCLUDING TAX CREDITS, GRANTS IN LIEU OF TAX CREDITS, SALES AND USE TAX EXCLUSIONS OR EXCEPTIONS, PROPERTY TAX EXCLUSIONS OR ABATEMENTS, ACCELERATED OR BONUS TAX DEPRECIATION, INCENTIVES FROM ANY GOVERNMENTAL AUTHORITY OR OTHERWISE, OTHER THAN ANY LIABILITIES THAT ARE INDEMNIFIED BY KEURIG PARNERS UNDER THIS

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AGREEMENT. FOR THE AVOIDANCE OF DOUBT, TO THE EXTENT THAT ANY PAYMENT TO THE KEURIG PARTNERS OR THE CO-INVESTOR LIMITED PARTNER HEREUNDER (INCLUDING PURSUANT TO SECTION 14.1 OR SECTION 14.2) IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, THE CONSEQUENTIAL DAMAGES WAIVER SET FORTH IN THIS SECTION 12.6 SHALL BE NULL AND VOID. NOTHING CONTAINED IN THIS SECTION 12.6 SHALL BE DEEMED TO PRECLUDE AN AWARD OF SHORTFALL DAMAGES OWED HEREUNDER OR UNDER ANY MAIN JV AGREEMENT OR ANY PAYMENT TO THE CO-INVESTOR LIMITED PARTNER HEREUNDER (INCLUDING PURSUANT TO SECTION 14.1 OR SECTION 14.2).

ARTICLE 13

REPRESENTATIONS BY THE LIMITED PARTNERS

Each Limited Partner hereby represents and warrants to, and agrees with, the other Limited Partners and the JV, severally and not jointly and solely on its own behalf, as follows:

Section 13.1  Organization; Authority and Power; Binding Obligation.

(a)  Such Limited Partner is duly formed, validly existing and in good standing under the laws of its jurisdiction of formation, and has full power and authority to execute, deliver and perform its obligations hereunder and to engage in the business it presently conducts and contemplates conducting, and is and will be duly licensed or qualified to do business and in good standing in each jurisdiction wherein the nature of the business transacted by it makes such licensing or qualification necessary and where the failure to be licensed or qualified would be material to such Limited Partner.

(b)  This Agreement has been duly authorized, executed and delivered by or on behalf of such Limited Partner and is, upon execution and delivery, such Limited Partner’s legal, valid, and binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and by general equitable principles.

Section 13.2  Investment Intent. Such Limited Partner (a) is acquiring such Limited Partner’s Units with the intent of holding the same for investment for such Limited Partner’s own account and without the intent or a view of participating directly or indirectly in any distribution of such Units within the meaning of the Securities Act or any Applicable Laws, including, without limitation, domestic and foreign federal and state securities and “blue sky” Applicable Laws, or otherwise Transferring such Units, in each case, in violation of such Applicable Laws and (b) acknowledges that any attempt, directly or indirectly, to Transfer, or offer to Transfer, any Units or any interest therein or any rights relating thereto without complying with the provisions of this Agreement shall be void and of no effect.

Section 13.3  Securities Regulation.

(a)  Such Limited Partner acknowledges and agrees that such Limited Partner’s Units are being issued and sold in reliance on the exemptions from registration under

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the Securities Act and exemptions contained in Applicable Laws, including, without limitation, domestic and foreign federal and state securities and “blue sky” Applicable Laws, and that such Limited Partner’s Units cannot and will not be sold or transferred except in a transaction that is exempt under the Securities Act and Applicable Laws, including, without limitation, domestic and foreign federal and state securities and “blue sky” Applicable Laws, or pursuant to an effective registration statement under the Securities Act and Applicable Laws, including, without limitation, domestic and foreign federal and state securities and “blue sky” Applicable Laws.

(b)  Except as otherwise set forth in this Agreement, such Limited Partner understands that such Limited Partner has no contractual right for the registration under the Securities Act and Applicable Laws, of such Limited Partner’s Units for public sale and that, unless such Limited Partner’s Units are registered or an exemption from registration is available, such Limited Partner’s Units may be required to be held indefinitely.

Section 13.4  Knowledge and Experience; Independent Investigation. Such Limited Partner is an “accredited investor” as defined in Rule 501(a) under the Securities Act and Applicable Laws, and/or such Limited Partner has such knowledge and experience in financial, Tax and business matters as to enable such Limited Partner to evaluate the merits and risks of such Limited Partner’s investment in the JV and to make an informed investment decision with respect thereto. Such Limited Partner has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the JV and such Limited Partner has been provided access to the personnel, books and records of the JV sufficient to make an informed investment decision regarding its acquisition of the Units and entry into this Agreement.

Section 13.5  Economic Risk. Such Limited Partner is able to bear the economic risk of such Limited Partner’s investment in such Limited Partner’s Units for an indefinite period of time, and such Limited Partner is aware that such Limited Partner may lose the entire amount of such Limited Partner’s investment in the JV.

Section 13.6  No Litigation. There are no actions, suits, proceedings or investigations pending or, to such Limited Partner’s knowledge, threatened against such Limited Partner in writing at law or in equity before any court or before any other Governmental Authority (whether or not covered by insurance) that individually or in the aggregate would result in a material adverse effect on such Limited Partner’s obligations under this Agreement. Such Limited Partner has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any other Governmental Authority to which it is subject.

Section 13.7  Information. Such Limited Partner has received all documents, books and records pertaining to an investment in the JV requested by such Limited Partner. Such Limited Partner has had a reasonable opportunity to ask questions of and receive answers concerning the JV, and all such questions have been answered to such Limited Partner’s satisfaction and the determination of such Limited Partner to acquire any Units pursuant to this Agreement has been made by such Limited Partner independent of any such answers given or other statements made by the JV and its Affiliates and Representatives.

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Section 13.8  Tax and Other Advice. Such Limited Partner has had the opportunity to consult with such Limited Partner’s own Tax and other advisors with respect to the consequences to such Limited Partner of the purchase, receipt or ownership of the Units, including the Tax consequences under Applicable Laws, including, without limitation, for federal, state, local, and other income Taxes of the United States or any other country, and the possible effects of changes in such Applicable Laws. Such Limited Partner acknowledges that none of the JV, its Affiliates, successors, beneficiaries, heirs and assigns and its and their past and present managers, officers, employees, and agents (including, without limitation, their attorneys) makes or has made any representations or warranties to such Limited Partner regarding the consequences to such Limited Partner of the purchase, receipt or ownership of the Units, including the Tax consequences under Applicable Laws, including, without limitation, for federal, state, local and other Taxes of the United States or any other country, and the possible effects of changes in such Applicable Laws.

Section 13.9  Tax Information. Such Limited Partner has executed and provided the JV properly completed copies of IRS Form W-8BEN-E, W-8BEN, or W-9, as appropriate, which is valid as of the date hereof, and will promptly provide any additional information or documentation reasonably requested by the JV relating to Tax matters. If any such information or documentation previously provided becomes incorrect or obsolete, such Limited Partner will promptly notify the JV and provide applicable updated information and documentation.

Section 13.10  Restricted Persons. Each Limited Partner confirms that it is not, nor is it Controlled by or acting on behalf of any Keurig Competitor and no Keurig Competitor directly or indirectly owns more than five percent (5%) of the JV through such Limited Partner’s ownership interest, except as set forth in Schedule 1.7.

Section 13.11  Consents and Approvals; No Conflict. The execution and delivery by such Limited Partner of this Agreement will not (a) conflict with the organizational documents of such Limited Partner, (b) result in the creation of any Lien upon the ownership interests of such Limited Partner or upon such Limited Partner’s assets (other than Liens on the Units arising under this Agreement (and, in the case of Co-Investor Limited Partner, Liens on the Units and its other assets (i) granted to the collateral agent or other secured party in connection with any Financing or (ii) that are Permitted Liens) and restrictions on transferability under Applicable Laws for state or federal securities), (c) give any Third Party the right to modify, terminate, cancel or accelerate any obligation under the provisions of the organizational documents of such Limited Partner or (d) violate any Applicable Law to which such Limited Partner or its assets is subject, except in the case of clauses (b) and (c), as would not individually or in the aggregate reasonably be expected to be material to such Limited Partner.

Section 13.12  ERISA Representation. Such Limited Partner is not acquiring the Units with, or contributing any property to the JV that is, any asset that is deemed to be an asset of one or more employee benefit plans as defined in Section 3(3) of ERISA subject to Title I of ERISA, or a plan subject to Code §4975.

Section 13.13  No Other Representations and Warranties. Except for the express representations and warranties provided in this Article 13 or in any certificate delivered pursuant to this Agreement, none of Co-Investor Limited Partner nor the Keurig Partners, nor any of their

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respective Affiliates or Representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written, express or implied, relating to Co-Investor Limited Partner to the Keurig Partners, the JV or any of their respective Affiliates or their respective Representatives, or relating to the Keurig Partners to Co-Investor Limited Partner or any of its Affiliates or Representatives, as applicable, and Co-Investor Limited Partner and the Keurig Partners each hereby disclaim any such other representations or warranties and no such party shall be liable in respect of the accuracy or completeness of any information provided to Co-Investor Limited Partner, the Keurig Partners, the JV or any of their respective Affiliates or their respective Representatives, as applicable, other than the express representations and warranties provided in this Article 13 or in any certificate delivered pursuant to this Agreement.

ARTICLE 14

COVENANTS OF THE LIMITED PARTNERS

Each applicable Limited Partner hereby covenants to, and agrees with, the other Limited Partners and the JV, severally and not jointly and solely on its own behalf, as follows:

Section 14.1  Enforcement of Certain Contracts.

(a)  Conflict Matters.

(i)  If there exists, or is reasonably anticipated to be, any conflict or threatened conflict, issue under any Affiliate Contract, including any actual or threatened breach or default, intercompany litigation or similar issue (including the existence of a contractual right to exercise by or against the JV or any of its Subsidiaries in respect of any such breach or default or similar issue), the JV shall deliver, and shall cause to be delivered, prompt (and in the case of any actual or threatened material breach or material default, within five (5) Business Days after the JV (or any Affiliate thereof) becomes aware of such actual or threatened material breach or material default) written Notice thereof to the Limited Partners (and, without limiting the foregoing obligation of the JV, the JV and its Subsidiaries shall cause any counterparties under any such Affiliate Contracts to promptly deliver written notice thereof to the JV). Notwithstanding the foregoing notice requirements, and without regard to whether any notice has been delivered, and following any applicable cure period provided under such Affiliate Contract, in the event of any such conflict issue, (a) the Co-Investor Limited Partner shall have the sole right to cause the JV or its applicable Subsidiary to exercise any available rights, remedies or defenses relating to such conflict issue or other such matter under such Affiliate Contract (including, without limitation, the enforcement of the Wholesale Agreements, Intellectual Property License Agreement, the Keurig Parent Guaranty and/or any other Main JV Agreement), (b) any decision of the LP Committee or the Limited Partners in connection therewith will not require the approval of the Keurig Partners or any Keurig Designee, and no Keurig Partner or Keurig Designee shall be permitted to participate in any such decision (c) any decision of the Co-Investor Limited Partner or the Co-Investor Manager, as applicable, will bind the JV or its applicable Subsidiary without the requirement of any further approval, LP Committee meeting or other formal process. Notwithstanding the foregoing, this paragraph does not apply with respect to any action taken in respect of the JV’s ownership of Kodiak Preferred Stock, and the Co-Investor Limited Partner shall have no right to cause the JV

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to exercise any right or remedy or otherwise take action in respect of the Kodiak Preferred Stock or the Kodiak Preferred Stock Investment Agreement.

(ii)  In addition, and without limiting the rights and remedies set forth in the preceding clause (i) or in the section below titled “Material Breach”, (a) in the event the JV or any of its Subsidiaries is entitled to receive damages payments from Keurig Parent, MarketingCo or any of its Affiliates pursuant to the Transaction Documents and/or Main JV Agreements, the Co-Investor Limited Partner shall be entitled, at its election, to require the JV or its applicable Subsidiary to enforce the JV’s or such Subsidiary’s rights and/or remedies under such Transaction Documents and/or Main JV Agreements (including as to applicable damages) against the counterparty to such Transaction Documents and/or Main JV Agreements and (b) in furtherance thereof, in the event that the Wholesale Agreement is terminable for any reason, the Co-Investor Limited Partner shall be entitled, at its election, to require the JV to redeem the Co-Investor Limited Partner’s Units for cash at a redemption price equal to the Call Price (and if such matter occurs prior to the Call Right Window, with the Call Price being measured and determined as if such redemption occurred immediately following the first (1^st) day of the Call Right Window); provided, however, that in the event the JV or its applicable Subsidiary recovers an amount less than the full Call Price (including, without limitation, as a result of any Bankruptcy-Related Action involving Keurig Parent, MarketingCo or any of their Affiliates), the Co-Investor Limited Partner shall be entitled, at its election, to (x) require the JV to redeem a portion of the Co-Investor Limited Partner’s Units for cash at a redemption price equal to the amount actually recovered by the JV or its applicable Subsidiary or (y) receive a special distribution from the JV in an amount equal to such recovered amounts.

(b)  Company Obligations. Each of the Keurig Partners and the Co-Investor Limited Partner, as applicable, shall exercise its respective rights under this Agreement to cause the JV to comply with its obligations under this Agreement or other Main JV Agreements to which it is a party. Each of the Keurig Partners and the JV shall provide the Co-Investor Limited Partner a reasonable opportunity to exercise any rights expressly granted to the Co-Investor Limited Partner under any Main JV Agreement (including, but not limited to, the Co-Investor Limited Partner’s right to negotiate appropriate changes to Product Volumes under Section 2.5(e) of the Wholesale Agreement) and, if so requested by the Co-Investor Limited Partner, shall enforce (at their sole cost and expense) such rights on behalf of the Co-Investor Limited Partner under such Main JV Agreements.

(c)  Parent Guaranty. In the event that the Keurig Parent intends to undergo a Qualifying Spin-Off or a Change of Control in accordance with the terms of Section 8.2 of the Parent Guaranty, (i) the Co-Investor Limited Partner shall have the right to cause, and the Keurig Partners and the JV shall afford the Co-Investor Limited Partner a reasonable opportunity to cause, the JV to exercise any available rights, remedies or defenses relating to any Replacement Support or Non-Qualifying Spin-Off Approved Credit Support or any other alternative credit support under Section 8 of the Parent Guaranty (including, for the avoidance of doubt, any determination to be made, or consent to be provided, by the JV with respect to a Qualifying Spin-Off, Qualifying Parent or Qualifying Successor), (ii) JV shall promptly deliver to the Co-Investor Limited Partner copies of any Replacement Support, Non-Qualifying Spin-Off

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Approved Credit Support or any other alternative credit support under Section [8] of the Parent Guaranty and any notices provided to the JV thereunder in connection therewith, (iii) any decision of the LP Committee or the Limited Partners in connection therewith will not require the approval of the Keurig Partners or any Keurig Designee, and no Keurig Partner or Keurig Designee shall be permitted to participate in any such decision and (iv) any decision of the Co-Investor Limited Partner or the Co-Investor Designee, as applicable, with respect thereto will bind the JV or its applicable Subsidiary without the requirement of any further approval, LP Committee meeting or other formal process.

(d)  Supply Agreements. Notwithstanding anything to the contrary in this Agreement, solely in the event that Kodiak Newco fails to pay all or any portion of any quarterly dividend due and payable in respect of the Kodiak Preferred Stock, the Co-Investor Limited Partner shall have the right to cause the JV not to pay the Markup portion of any invoice under the Supply Agreements (up to an amount equal to Kodiak Newco’s payment shortfall with respect to such quarterly dividend), until such time as Kodiak Newco has paid all amounts then owing with respect to the Kodiak Preferred Stock. In addition, in the event that Kodiak Newco fails to pay all or any portion of the quarterly dividend due and payable in respect of the Kodiak Preferred Stock, the JV shall deliver, and shall cause to be delivered, prompt written notice (and in any event, within two (2) Business Days after the occurrence thereof) of such event to the Co-Investor Limited Partner.

Section 14.2  Material Breach. In the event that the LP Committee or the Keurig Partners materially breaches any of their respective material obligations under this Agreement, subject to a cure period of ninety (90) days (extendable by an additional thirty (30) days if the LP Committee or the Keurig Partners commences and demonstrates that it is diligently pursuing a cure such failure), Co-Investor Limited Partner shall have the right to require the JV and/or the Keurig Partners to redeem the Co-Investor Limited Partner’s Units for cash at a redemption price equal to the Call Price (and if such redemption occurs prior to the Call Right Window, with the Call Price being measured and determined as if such redemption occurred immediately following the first (1^st) day of the Call Right Window). All such amounts shall be payable in cash directly to the Co-Investor Limited Partner. Solely for purposes hereof, a material breach of a material obligation shall include, without limitation, (a) any payment or funding default by the Keurig Partners, (b) any failure to obtain Unanimous Approval (other than clauses 11 and 13 of Exhibit B and other than clause 8 of Exhibit B unless such matter in clause 8 has an adverse impact on Co-Investor Limited Partner) and/or (c) any other material breach of a material obligation of this Agreement that would have or would reasonably be expected to have an adverse economic impact on Co-Investor Limited Partner; provided, however, that in the event the JV or its applicable Subsidiary recovers an amount less than the full Call Price (including, without limitation, as a result of any Bankruptcy-Related Action involving Keurig Parent, MarketingCo or any of their Affiliates), the Co-Investor Limited Partner shall be entitled, at its election, to (x) require the JV to redeem a portion of the Co-Investor Limited Partner’s Units for cash at a redemption price equal to the amount actually recovered by the JV or its applicable Subsidiary or (y) receive a special distribution from the JV in an amount equal to such recovered amounts.

Section 14.3  Third Party Contracts. Pursuant to the terms of the Operations and Maintenance Agreement, the Designee may require the JV to enter into contracts directly with third-party providers selected by the Designee to perform the work or services thereunder, pursuant to the terms thereof; provided, that, (a) the Designee shall covenant to administer and enforce all such contracts and (b) the execution by the JV of such contracts will not relieve the Designee of its duties, responsibilities, obligations or liabilities under the Operations and Maintenance Agreement. The Designee will be responsible for the payment of all costs associated with such contracts and all such costs incurred by the Designee will be considered

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Product Manufacturing Costs (as defined in the Wholesale Agreement). Keurig USA Partner shall be permitted to cause the JV to comply with the foregoing and subject to obtaining the approval of the LP Committee and Unanimous Approval, as applicable, subject to obtaining the approval of the LP Committee and Unanimous Approval, as applicable.

Section 14.4  Ownership of Units. Each of the Limited Partners is, and at all times shall remain, in material compliance with all Applicable Laws respecting their ownership of the Units and status as a Limited Partner of the JV.

Section 14.5  Co-Investor Limited Partner Representations and Warranties.

(a)  None of Co-Investor Limited Partner or any of its Affiliates shall take, fail to take, or permit to be taken, any action that would cause such Person to be in breach of the following representations and warranties; provided, that, prior to determining whether there has been a breach of this Section 14.5 by Co-Investor Limited Partner as a result of any action that Co-Investor Limited Partner has taken, failed to take or permitted a third party to take, Co-Investor Limited Partner shall first have a period of ten (10) calendar days following the earliest date upon which Co-Investor Limited Partner knew or would reasonably be expected to know of such breach (but only to the extent such breach is curable without resulting in any Liability to the JV or Keurig Partners or their respective Affiliates as a result of Co-Investor Limited Partner’s breach of this Section 14.5).

(b)  None of Co-Investor Limited Partner or its Affiliates, nor any of their respective directors, officers, general partners, managers, employees or agents, in each case, acting on behalf of Co-Investor Limited Partner or its Affiliates: (i) has, directly or indirectly violated any applicable Anti-Corruption Laws or Ex-Im Laws, (ii) has been, nor is, a Sanctioned Person, (iii) transacted business or had any dealings with or for the benefit of any Sanctioned Person nor otherwise violated Sanctions, (iv) has received any notice, request, penalty, citation, allegation, inquiry, notice or communication that alleges that the JV, Co-Investor Limited Partner or any Person acting for or on behalf or at the direction thereof is under investigation for or may have violated any Anti-Corruption Laws, Sanctions, or Ex-Im Laws, or (v) is aware of any such circumstances in the preceding clauses (i) through (iv) presently in existence likely to give rise to any allegation, inquiry, notice or communication set forth in the foregoing clause (iv).

Section 14.6  Licenses and Permits. Each Limited Partner agrees that it shall use commercially reasonable efforts to cooperate in providing such information, in signing such documents and in taking any other action as may reasonably be requested by the JV in connection with obtaining any federal, state, local or foreign license or Permit needed to operate its business or the business of any entity in which the JV invests.

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Section 14.7  Indemnities. In the event the acts or omissions of a Limited Partner give rise to any indemnification obligation of the JV under the Transaction Agreement, such Limited Partner shall make a Capital Contribution in cash to the JV (for no additional Units) in the amount of such indemnification obligation (an “Indemnity Payment Contribution”), and the JV shall pay such indemnification obligation in accordance with Section 2.1; provided, that, with respect to the Co-Investor Limited Partner, no Indemnity Payment Contribution shall be required except to the extent such indemnification obligation results from Specified Circumstances.

Section 14.8  Foreign Investment Laws. The Limited Partners agree to use reasonable best efforts to minimize the nature and burden of mitigation imposed under Foreign Investment Laws including taking actions and agreeing to certain limitations consistent with this Agreement to reduce the burden of any required mitigation imposed under Foreign Investment Laws; provided, that the foregoing shall in no way limit, restrict, hinder, or otherwise impede Co-Investor Limited Partner’s ability to designate the Co-Investor Designees (and any proportional committee representation on any committee of the LP Committee) or restrict Co-Investor Limited Partner’s access to information or reporting that would limit, restrict, hinder, materially delay, or prevent Co-Investor Limited Partner from providing required information or reports to its or its Affiliates’ lenders.

Section 14.9  Insurance. The Keurig Partners shall obtain and maintain customary directors’ and officers’ liability insurance for the JV consistent with industry standards, which obligation may be satisfied by adding the JV to the liability policies of Keurig Parent or any other Affiliate of the Keurig Partners.

ARTICLE 15

REPRESENTATIONS OF THE JV

In order to induce the Limited Partners to enter into this Agreement and to make the Capital Contributions contemplated hereby, the JV hereby represents and warrants to each Limited Partner as follows:

Section 15.1  Duly Formed. The JV is a duly formed and validly existing Delaware limited partnership under the Act, with all necessary power and authority under the Act to issue the Units to be issued to the Limited Partners hereunder.

Section 15.2  Valid Issuance. When the Units are issued to the Limited Partners as contemplated by this Agreement and the Capital Contributions required to be made by the Limited Partners are made, the Units issued to the Limited Partners will be duly and validly issued and, subject to Section 1.12 in respect of Capital Contributions, no additional liability or for any obligations of the JV will attach thereto.

ARTICLE 16

GENERAL

Section 16.1  Management Fees. Neither of the Keurig Partners nor Co-Investor Limited Partner shall be entitled to receive any management fee in respect of services rendered to the JV

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in connection with the actions contemplated by this Agreement; provided, that, this Section 16.1 shall not affect any amounts payable by or to the JV pursuant to other Transaction Documents.

Section 16.2  Governing Law. This Agreement shall be governed by and construed in accordance with the laws of State of Delaware, excluding any conflicts of law rule or principle that might refer such construction to the laws of another jurisdiction.

Section 16.3  Dispute Resolution; Consent to Jurisdiction; Waiver of Jury Trial.

(a)  Except for claims for misappropriation of trade secrets or breach of confidentiality obligations if the requested relief includes injunctive or other non-monetary relief, any dispute or matter in question between or among the Parties arising out of or related to this Agreement or the breach, termination or validity thereof (a “Dispute”) shall be resolved pursuant to the procedures set forth in this Section 16.3. Any Party shall provide a written notice of such Dispute (a “Dispute Notice”) to the other Party (or Parties, as applicable) involved in such Dispute. Each Party consents and agrees that, in order to avoid inconsistent interpretations and adjudications of this Agreement and the Main JV Agreements, either Party may, to the extent permitted by Law and without objection from the other Party, whether by means of joinder, consolidation or otherwise, raise two (2) or more Disputes under this Agreement or the Main JV Agreements in the same Dispute resolution proceeding. The Parties shall use all reasonable efforts to settle the Dispute through negotiation between authorized members of each Party’s senior management, to be held within ten (10) Business Days after the receiving Party’s (or Parties’, as applicable) receipt of the Dispute Notice, at a mutually agreed time and place. If the matter is not resolved within twenty (20) Business Days after the receiving Party’s (or Parties’, as applicable) receipt of the Dispute Notice, then any Party involved in such Dispute may exercise any rights and remedies that may be available at law or in equity, unless expressly prohibited or otherwise restricted by any other provision of this Agreement. Notwithstanding the existence of any Dispute, the Parties shall continue to perform their respective obligations under this Agreement unless the Parties otherwise mutually agree in writing.

(b)  The Parties irrevocably accept and submit to the exclusive jurisdiction of the Chancery Court of the State of Delaware or the Federal District Court for the District of Delaware with respect to any suit, action or proceeding arising out of or related to this Agreement or any of the transactions contemplated hereby and (i) the Parties irrevocably waive any objection to the laying of venue or defense that the forum is inconvenient with respect to any such suit, action or proceeding for such purpose, and (ii) each of the Parties irrevocably consents to service of process sent by a national courier service (with written confirmation of receipt) to its address identified in Section 16.4 of this Agreement or in any other manner permitted by Applicable Law. Each of the Parties agrees that a judgment in any such Dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. This consent to jurisdiction is being given solely for purposes of this Agreement, and it is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute in which a Party may become involved. The Parties acknowledge and agree that terms and conditions of this Agreement have been freely, fairly and thoroughly negotiated.

(c)  EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY

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HAVE TO A TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, RELATING TO OR OTHERWISE WITH RESPECT TO THIS AGREEMENT, THE TRANSACTION DOCUMENTS OR ANY TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 16.4 Notices. All notices and other communications to be given to any Party (each, a “Notice”) shall be sufficiently given for all purposes hereunder if in writing and: (a) upon delivery, if delivered by hand; (b) immediately, if transmitted via e-mail with the subject line “Project Kona Notice” (with confirmation by non-automated reply); (c) on the first (1^st) Business Day following the date of dispatch if delivered utilizing a next-day service by a nationally recognized next-day courier (or in the case of any recipients sending or receiving notices outside of the United States, then on the second (2^nd) Business Day following the date of dispatch); or (d) on the earlier of confirmed receipt or the fifth (5^th) Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid, so long as all senders and receivers of any notices are in the United States. All notices and other communications hereunder shall be delivered to the addresses set forth below:

if to the Keurig Partners or the JV:

c/o Keurig Dr Pepper Inc.

53 South Avenue

Burlington, MA 01803

Attention:      Anthony Shoemaker,

          Dan Morrell

Email:        [***]

with a copy (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York

United States 10019-6064

Attention:  James E. Langston

      Ravi Purohit

      Nickolas Bogdanovich

      Michael Spirtos

Email:    [email protected]

      [email protected]

      [email protected]

      [email protected]

and

if to Co-Investor Limited Partner:

AP Kona Holdings LLC

C/O Apollo Capital Management, L.P.

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9 West 57th Street, 41st Floor

New York, New York 10019

Attention: William B. Kuesel, Jonathan Bar, Somil Kadakia

Email: [***]

with a mandatory copy (which shall not constitute notice) to:

Latham & Watkins LLP

1271 Avenue of the Americas

New York, New York 10020

Attention: Gary Boss

      Chirag Dedania

      Javier Stark

Email: [email protected]

   [email protected]

   [email protected]

Section 16.5 Execution of Documents. From time to time after the date of this Agreement, upon the request of the LP Committee, each Limited Partner will perform, or cause to be performed, all such additional acts, and will execute and deliver, or cause to be executed and delivered, all such additional instruments and documents, as may be reasonably required to effectuate the purposes of this Agreement.

Section 16.6 Amendment. This Agreement may be amended or modified from time to time only by a written instrument executed by all Limited Partners. Any amendment or modification to this Agreement made in breach of this Section 16.6 shall be void ab initio and of no force or effect.

Section 16.7 Successors. This Agreement will be binding upon the executors, administrators, estates, heirs and legal successors of the Limited Partners.

Section 16.8 Severability. If any provision of this Agreement is determined by a court to be invalid or unenforceable, that determination shall not affect the other provisions hereof, each of which shall be construed and enforced as if the invalid or unenforceable portion were not contained herein. Such invalidity or unenforceability shall not affect any valid and enforceable application thereof, and each such provision shall be deemed to be effective, operative, made, entered into or taken in the manner and to the full extent permitted by Applicable Law.

Section 16.9 No Third Party Rights. Except as expressly provided herein, the provisions of this Agreement are solely for the benefit of the JV, the LP Committee and the Limited Partners and no other Person, including creditors of the JV, will have any right or claim against the JV, the LP Committee or any Limited Partner by reason of this Agreement or any provision hereof or be entitled to enforce any provision of this Agreement. The consent of or notice to any Person who is not a Party to this Agreement shall not be required for any termination rescission or agreement to any variation, waiver, assignment, novation, release or settlement under this Agreement at any time. Notwithstanding the foregoing, each Exempted Person not otherwise party to this Agreement shall be an express third-party beneficiary of this Agreement as though such Exempted Person was a Party.

Section 16.10 Specific Performance. The Parties recognize that irreparable injury may result from a breach of any provision of this Agreement and that money damages may be

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inadequate to fully remedy the injury. Accordingly, in the event of a breach or threatened breach of one or more of the provisions of this Agreement or the other organizational documents of the JV, any Party which may be injured (in addition to any other remedies which may be available to that Party) shall be entitled to seek one or more preliminary or permanent orders (a) restraining and enjoining any act which would constitute a breach or (b) compelling the performance of any obligation which, if not performed, would constitute a breach, all without the need to post a bond and in an expedited hearing. Without limiting the foregoing, Co-Investor Limited Partner shall have the right to seek enforcement on behalf of the JV of the Parent Guaranty.

Section 16.11 Entire Agreement. This Agreement, the Transaction Documents and the other agreements contemplated hereby and thereby constitute the entire agreement of the Limited Partners and their Affiliates relating to the JV and supersede all prior meetings, communications, representations, negotiations, contracts or agreements (including any prior drafts thereof) with respect to the JV, whether oral or written, none of which will be used as evidence of the Parties’ intent. In addition, each Party acknowledges and agrees that all prior drafts of this Agreement contain attorney work product and will in all respects be subject to the foregoing sentence.

Section 16.12 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the JV is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the JV. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the JV, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

Section 16.13 Counterparts. This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the same document. All counterparts will be construed together and constitute the same instrument. This Agreement and any amendments hereto or thereto, to the extent signed and delivered by means of electronic delivery (i.e., by email of a PDF signature page), will be treated in all manner and respects as an original agreement or instrument and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person, and the Parties shall be entitled to rely on any such electronic signature for the purposes of the Electronic Transactions Act (as amended) of the Cayman Islands. At the request of any Party to any such agreement or instrument, each other Party hereto or thereto will re-execute original forms thereof and deliver them to all other Parties. No Party to any such agreement or instrument will raise the use of an electronic signature or the fact that any signature or agreement or instrument was transmitted or communicated electronically as a defense to the formation or enforceability of a contract and each such Party forever waives any such defense.

Section 16.14 Survival. Section 3.1, Section 6.4 and Article 11 will survive and continue in full force in accordance with their terms notwithstanding any termination of this Agreement or the dissolution of the JV.

Section 16.15 Amended and Restated Agreement. The Initial LP Agreement is hereby amended and restated in its entirety.

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Section 16.16 Definitions and Rules of Interpretation.

(a)   Defined Terms. For the purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, the capitalized terms used in this Agreement shall have the meanings set forth in Exhibit A attached hereto.

(b)   Exhibits; Schedules; Annexes. This Agreement includes all Exhibits, Schedules and Annexes attached hereto, and any reference in this Agreement to an “Exhibit”, a “Schedule” or an “Annex” by letter or number designation or by title shall mean the corresponding Exhibit, Schedule or Annex identified in the table of contents. Each Exhibit, Schedule and Annex attached to this Agreement is incorporated into this Agreement in its entirety by this reference.

(c)   Interpretation.

(i)  Terms defined in a given number, tense or form shall have the corresponding meaning when used in this Agreement with initial capitals in another number, tense or form. The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term and vice versa, and words denoting either gender shall include both genders as the context requires. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.

(ii)  “Hereof,” “herein,” “hereto,” “hereinafter” and other terms of like import are not limited in applicability to the specific provision within which such references are set forth but instead refer to this Agreement taken as a whole.

(iii)  When a reference is made in this Agreement to an Article, Section, subsection, clause, Annex, Exhibit or Schedule, such reference is to an Article, Section, subsection, clause, Annex, Exhibit or Schedule of this Agreement unless otherwise specified. For the avoidance of doubt, any reference to Exhibit B shall also include Exhibit B-1 and Exhibit B-2.

(iv)  The words “include,” “includes,” and “including” when used in this Agreement shall be deemed to be followed by the words “without limitation,” and, unless otherwise specified shall not be deemed limited by the specific enumeration of items, but shall be deemed without limitation. The term “or” is not exclusive.

(v)  A reference to any Party to this Agreement or in any other agreement or document shall include such Party’s predecessors, successors and permitted assigns.

(vi)  Reference to any Applicable Law means such Applicable Law existing at the relevant time, as amended, modified, codified, replaced or re-enacted, and all rules and regulations promulgated thereunder. Any agreement or document defined or referred to herein means such agreement or document as from time to time amended, supplemented or otherwise modified.

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(vii)  The word “U.S.” means the United States of America, the word “federal” means U.S. federal and the word “State” means any U.S. state. Any reference to “dollar”, “dollars” or “$” shall mean U.S. dollars.

(viii)  Any reference to a “day” or number of “days” (without the explicit qualification of “business”) will be deemed to refer to a calendar day or number of calendar days. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or legal holiday in Ireland or Santa Clara, California, the time period will automatically be extended to the Business Day immediately following such Saturday, Sunday or legal holiday.

(ix)  Unless the context otherwise requires with respect to defined terms set forth herein, all accounting terms used in respect of the JV are to be interpreted in accordance with GAAP. All determinations of an accounting nature in respect of the JV required to be made will be made in a manner consistent with GAAP, as consistently applied by the JV. Nothing herein shall restrict the accounting terms utilized by the Limited Partners, or require determinations of an accounting nature in respect of any Limited Partner to be made in a manner consistent with GAAP or require any Limited Partner to adhere its books and records to GAAP.

(x)  The Parties have participated jointly in the negotiation and drafting of this Agreement. Any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against either Party by virtue of the authorship of this Agreement shall not apply to the construction and interpretation hereof.

(d)  Headings. All headings or captions contained in this Agreement are for convenience of reference only, do not form a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

(e)  Documentation Format. This Agreement and all documentation to be supplied hereunder shall be in the English language and all units of measurement in this Agreement and all such documentation shall be specified in dimensions as customarily used in the United States.

Section 16.17 Non-Recourse. Notwithstanding anything to the contrary set forth in this Agreement but without limiting the terms of any other agreement (including any Transaction Document or Main JV Agreement), there shall be no obligations whatsoever of any Affiliate, member, stockholder, officer, employee, director or partner of any Limited Partner under this Agreement. For the avoidance of doubt but in each case in no way limiting the obligations of Co-Investor Limited Partner, in no event shall the Co-Investors or any of their respective Subsidiaries or (a) any portfolio company of, (b) any fund, managed account or other similar vehicle managed or advised or sub-advised by or (c) any general partner or fund manager of a fund, managed account or similar vehicle managed or advised or sub-advised by, the Co-Investors or any of their respective Subsidiaries or any Affiliate thereof be required to take any action in connection with an obligation of Co-Investor Limited Partner hereunder (including any obligation qualified by a commercially reasonable, reasonable best or other similar efforts standard). Solely for purposes of this Section 16.17, “Affiliate” shall mean, with respect to the

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Co-Investor Limited Partner, any other Person that directly, or indirectly through one or more intermediaries, Controls, is under common Control with, or is Controlled by such specified Person.

* * * *

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This Agreement is executed and delivered as a deed on the date first written above.

THE JV

Signature Page to Amended and Restated Agreement of Limited Partnership of Keurig JV, LP

GENERAL PARTNER

LIMITED PARTNERS

Signature Page to Amended and Restated Agreement of Limited Partnership of Keurig JV, LP

LIMITED PARTNERS