Goldman Sachs & Co. LLC

Exhibit 12

Xxxxxxx Xxxxx & Co. LLC

000 Xxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

August 17, 0000

Xxxxxx Xx Xxxxxx Inc.

00 Xxxxx Xxxxxx

Xxxxxxxxxx, Xxxxxxxxxxxxx 00000

the Selling Stockholder

named in Schedule A hereto

Ladies and Gentlemen:

By this letter, Xxxxxxx Xxxxx & Co. LLC (“Xxxxxxx Sachs”) hereby waives, effective August 17, 2020, Section 7(j) of the underwriting agreement, dated May 20, 2020 (the “Underwriting Agreement”), among Keurig Xx Xxxxxx Inc. (the “Company”), the selling stockholder named on Schedule I thereto and Xxxxxxx Sachs, as the underwriter, solely with respect to (i) the anticipated filing of the preliminary prospectus supplement on Form 424(b)(7) with the Securities and Exchange Commission on or about August 17, 2020 (the “Preliminary Prospectus Supplement”) and (ii) the taking of any other customary action in connection with the offer and sale of the common stock, par value $0.01 per share of the Company (the “Common Stock”) pursuant to the Preliminary Prospectus Supplement (such offer and sale, the “Block Trade”).

Additionally, by this letter, Xxxxxxx Xxxxx hereby waives, effective August 17, 2020, the lock-up agreement (the “Lock-Up Agreement”) executed in connection with the secondary offering of Common Stock pursuant to the Underwriting Agreement by Maple Holdings B.V., solely with respect to (i) the offer and sale of the Common Stock by any such Selling Stockholder pursuant to the Block Trade and (ii) the taking of any other customary action in connection with the offer and sale of Common Stock pursuant to the Preliminary Prospectus Supplement; provided, however, that the Selling Stockholder hereby undertakes to execute a lock-up agreement in connection with the Block Trade.

The waivers herein relate only to (i) the anticipated filing of the Preliminary Prospectus Supplement and (ii) the Block Trade and do not constitute waivers of any other restriction contained in the Underwriting Agreement, the Lock-Up Agreement or any other lock-up agreement entered into pursuant to the Underwriting Agreement or in connection with the Block Trade now or in the future.

By our signature below, we confirm that we are authorized to agree to the foregoing.

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	XXXXXXX SACHS & CO. LLC
	By:	/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title: Managing Director

	Agreed and Acknowledged by: KEURIG XX XXXXXX INC.
	By:	/s/ Ozan Dokmecioglu
		Name: Ozan Dokmecioglu
		Title: Chief Financial Officer
	MAPLE HOLDINGS B.V.
	By:	/s/ Luuk Xxxxxxxxx
		Name: Luuk Xxxxxxxxx
		Title: Managing Director
	By:	/s/ Xxx Burgers
		Name: Xxx Burgers
		Title: Managing Director

[Signature Page to Lock-Up Agreement Waiver]

Schedule A

MAPLE HOLDINGS B.V.