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Voting Agreement

This is an actual contract by Green Mountain Coffee Roasters.

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Sectors: Food, Beverages and Tobacco
Governing Law: Massachusetts, View Massachusetts State Laws
Effective Date: February 04, 2002
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KEURIG, INCORPORATED


VOTING AGREEMENT

This Voting Agreement, is made as of February 4, 2002 by and among (i) Keurig, Incorporated, a Delaware corporation (together with its successors and assigns, the "Company"), (ii) the holders of Series B Convertible Redeemable Preferred Stock, $ . 01 par value ("Series B Preferred Stock"), and Series C Convertible Redeemable Preferred Stock, $ . 01 par value ("Series C Preferred Stock") of the Company listed in the execution pages of the Agreement (collectively, the "Investors").

PREAMBLE

The Company and the Investors (other than Van Houtte Inc., a Canadian corporation ("Van Houtte")) are parties to an Amended and Restated Shareholders Agreement dated as of February 24, 1998 (as amended and in effect from time to time, the "Shareholders Agreement"), pursuant to which the Company, the Founders and such Investors amended and restated the Shareholders Agreement dated December 17, 1996 by and among the same parties.

The Company and the undersigned Investors desire to amend the Shareholders Agreement to (i) increase the number of directors comprising the Board of Directors and agree on who can cause their election and removal, (ii) add Van Houtte as an Investor party hereto, (iii) change the name of the Shareholders Agreement to the "Voting Agreement" and (iv) modify certain other matters by amending and restating the Shareholders Agreement in its entirety as set forth herein.

The Company and the undersigned Investors, being the Investors holding not less than that number of shares of the Preferred Stock outstanding immediately prior to the execution and delivery of this Voting Agreement which, if converted, would entitle them to hold 65% of the Common Stock issuable upon conversion, have the power and right to enter into this Voting Agreement and to amend and restate the Shareholders Agreement on behalf of all of the original parties thereto.

NOW, THEREFORE, in consideration of the premises and the mutual promises herein contained, the parties hereto hereby agree that the Shareholders Agreement be amended and restated in its entirety as follows:

1. Voting of Shares . At any time and from time to time during the term of this Agreement, each Investor agrees to vote all securities of the Company owned by such party at such time and entitled to vote on any matter mentioned below in this section 1 as follows:

1.1. So as to fix the number of directors constituting the Board of Directors of the Company at eleven (11);

1.2. So as to elect to the Board of Directors of the Company and thereafter for the term of this Agreement (but subject to the other provisions of this section 1) to continue in office:

(a) Six persons designated by MD Co.;

(b) One person designated by The Food Fund II Limited Partnership;

(c) The Chief Executive Officer of the Company; and

(d) Three persons designated collectively by the persons designated and elected to the Board of Directors under clauses (a) and (b) and (c) of this section 1 who shall not be an employee of the Company.

So as to remove as a member of the Board of Directors, with or without cause, any person previously designated for election, and elected to the Board of Directors pursuant to section 1.2 of this Agreement, upon written request for such removal, with or without cause, by the party hereto or other persons pursuant hereto who has (or has succeeded by virtue of his or their status to) the right thereunder to designate such person for election.

Notwithstanding anything to the contrary contained in Section 1.2 above, the Board of Directors shall have the power from time to time to disqualify the nomination to the Board of Directors of any designee who, by virtue of his or her affiliation with a shareholder having a commercially significant relat
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