**EXHIBIT 10.21**

 

**INSTRUMENT OF ADHERENCE**

 

THIS INSTRUMENT OF ADHERENCE is executed of September2nd 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 tothe Transferee 178,501 shares of the Common Stock, no par value (the “Shares”)of Gardenburger, Inc. (the “Company”), Warrant No. W-1, representing 557,981warrant shares of the Company (the “Warrant”) and an Amended and RestatedConvertible Senior Subordinated Note of the Company (the “Note” andcollectively with the Shares and the Warrant, the Securities”).

 

**AGREEMENT:**

 

1.             Byexecution hereof, the Transferee acknowledges and agrees that it has acquiredthe 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 “NotePurchase Agreement”), (ii) the Registration Rights Agreement, dated as of March27, 1998, as amended, (the “Registration Rights Agreement”), (iii) the Warrant Agreement,dated as of January 10, 2002, (the “Warrant Agreement”) and (iv) the StockPurchase Warrant issued by the Company to the Transferor, dated as of January10, 2002 (the “Stock Purchase Warrant” and together with the RegistrationRights Agreement and the Warrant Agreement, the “Ancillary Agreements”).  The Transferee agrees to be bound by all ofthe terms and provisions of the Note Purchase Agreement, the AncillaryAgreements and all amendments thereto as if the Transferee were originally aparty thereto.  Each of the Transferorand the Transferee agrees that, immediately upon the execution and delivery ofthis Instrument, the Transferor’s rights under the Note Purchase Agreement andthe Ancillary Agreements shall be assigned to the Transferee in accordance withthe terms of such agreements and that the Transferee shall enjoy all of therights and benefits to which the Transferor is entitled thereunder as if thetransferee were the original party thereto.

 

2.             Transferorand Transferee each hereby agree that all management and other rights of theTransferor under the Note Purchase Agreement and Ancillary Agreements shall betransferred to Transferee simultaneously with the transfer of the Securities.  For the avoidance of doubt, the transfer ofthe Securities from the Transferor to the Transferee shall not in any way orfor any purpose be deemed to have occurred prior to the effectiveness of thetransfer of such management and other rights.

 

3.             Theparties agree to execute such further instruments and to take such furtheraction as may be reasonably necessary to carry out the intent of thisInstrument.

 

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4.             ThisInstrument shall be governed by, and construed in accordance with, the laws ofthe State of Oregon, as such laws are applied to contracts entered into andperformed in such State.

 

5.             ThisInstrument shall be binding upon the transferees, successors and assigns of theparties hereto.

 

6.             ThisInstrument may be executed in counterparts with the same force and effect as ifeach of the signatories had executed the same instrument.

 

IN WITNESS WHEREOF, the parties hereto have executedthis Instrument as of the day and year first above written.

 

 
|                      | DRESDNER KLEINWORT  BENSON      |
|---------------------------|---------------------------------|
|                      | PRIVATE EQUITY  PARTNERS, L.P.  |
|                      |                            |
|                      |                            |
|                      | By:                             | /s/  Alex Coleman |   |
|                      | Name: Alex Coleman              |
|                      | Title:                          |
|                      |                            |
|                      |                            |
|                      | ANNEX HOLDINGS I LP             |
|                      |                            |
|                      | By: Annex Capital  Partners LLC |
|                      |                            |
|                      | By:                             | /s/ Tim Hanford |   |
|                      | Name: Tim Hanford               |
|                      | Title:                          |
|                      |                            |
|                      |                            |
| Acknowledged and  Agreed: |                            |
|                      |                            |
| GARDENBURGER, INC.        |                            |
|                      |                            |
| By:                       | /s/ Scott Wallace               |   |   |
| Name:                     | Scott Wallace                   |   |
| Title:                    | President & CEO             |   |
|                           |                                 |  |  |  |  |

 

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