0001104659-02-003364 Sample Contracts

AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Rights Agreement • August 9th, 2002 • Gardenburger Inc • Canned, frozen & preservd fruit, veg & food specialties

This Amendment No. 2, dated as of January 10, 2002 (the “Amendment”), to the Amended and Restated Rights Agreement (the “Rights Agreement”) dated as of July 15, 1999, as amended by Amendment No. 1 dated January 2, 2002, by and between Gardenburger, Inc. (the “Company”), and EquiServe Trust Company, N.A. (successor to First Chicago Trust Company of New York) (the “Rights Agent”).

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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • August 9th, 2002 • Gardenburger Inc • Canned, frozen & preservd fruit, veg & food specialties
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