EXHIBIT 10.21
INSTRUMENT OF
ADHERENCE
THIS INSTRUMENT OF ADHERENCE is
executed of September 2 nd 2004, by Dresdner Kleinwort
Benson Private Equity Partners, L.P. (the “Transferor”)
and Annex Holdings I LP (the “Transferee”).
RECITALS:
The Transferor has on the date
hereof transferred to the Transferee 178,501 shares of the Common
Stock, no par value (the “Shares”) of Gardenburger,
Inc. (the “Company”), Warrant No. W-1, representing
557,981 warrant shares of the Company (the “Warrant”)
and an Amended and Restated Convertible Senior Subordinated Note of
the Company (the “Note” and collectively with the
Shares and the Warrant, the Securities”).
AGREEMENT:
1.
By execution hereof, the Transferee acknowledges and agrees that it
has acquired the Securities of the Company from the Transferor
subject to the terms of (i) the Note Purchase Agreement, dated as
of March 27, 1998, as amended, (the “Note Purchase
Agreement”), (ii) the Registration Rights Agreement, dated as
of March 27, 1998, as amended, (the “Registration Rights
Agreement”), (iii) the Warrant Agreement, dated as of January
10, 2002, (the “Warrant Agreement”) and (iv) the Stock
Purchase Warrant issued by the Company to the Transferor, dated as
of January 10, 2002 (the “Stock Purchase Warrant” and
together with the Registration Ri
