LOCK-UP AGREEMENT August 17, 2020Lock-Up Agreement • August 19th, 2020 • Maple Holdings B.V. • Beverages • New York
The undersigned understands that Goldman Sachs & Co. LLC (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Keurig Dr Pepper Inc., a Delaware corporation (the “Company”), and the Selling Stockholders named in Schedule I thereto (the “Selling Stockholders”), providing for the public offering (the “Public Offering”) by the Underwriter of shares of the common stock, par value $0.01 per share of the Company (the “Common Stock”).
Goldman Sachs & Co. LLCMaple Holdings B.V. • August 19th, 2020 • Beverages
By this letter, Goldman Sachs & Co. LLC (“Goldman Sachs”) hereby waives, effective August 17, 2020, Section 7(j) of the underwriting agreement, dated May 20, 2020 (the “Underwriting Agreement”), among Keurig Dr Pepper Inc. (the “Company”), the selling stockholder named on Schedule I thereto and Goldman 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”).
45,000,000 Shares KEURIG DR PEPPER INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • August 19th, 2020 • Maple Holdings B.V. • Beverages • New York
The shareholder of Keurig Dr Pepper Inc., a Delaware corporation (the “Company”), named in Schedule I hereto (the “Selling Shareholder”) proposes to sell to the Underwriter named in Schedule II hereto (the “Underwriter”), an aggregate of 45,000,000 shares of the common stock, par value $0.01 per share, of the Company (the “Shares”). The shares of common stock, par value $0.01 per share, of the Company are hereinafter referred to as the “Common Stock.”
