STOCK PURCHASE AGREEMENT DATED AS OF JANUARY 19, 2006, AMONG CENTRAL GARDEN & PET COMPANY, THE DUFF FAMILY REVOCABLE TRUST AND THE BASSHAM TRUST REGARDING ALL OF THE OUTSTANDING STOCK OF FARNAM COMPANIES, INC.Stock Purchase Agreement • January 20th, 2006 • Central Garden & Pet Co • Wholesale-miscellaneous nondurable goods • Delaware
This is a stock purchase agreement (the “Agreement”) dated as of January 19, 2006, among Central Garden & Pet Company, a Delaware corporation (the “Buyer”), Charles B. Duff and Dorie Duff, as trustees of the Duff Family Revocable Trust created under an Agreement dated December 12, 1990 (the “Duff Trust”) and Judith K. Bassham and Howard W. Bassham, as trustees of the Bassham Trust created under an Agreement and Declaration of Trust dated May 29, 1984 (the “Bassham Trust”) (each trust, individually, a “Seller” and together, the “Sellers”), relating to the purchase by the Buyer from the Sellers of (a) a total of 1,923,077 shares of Class A voting common stock, no par value (“Class A Stock”) and (b) a total of 8,076,923 shares of Class B non-voting common stock, no par value (“Class B Stock”), of Farnam Companies, Inc. (the “Company”), an Arizona corporation, which agreement is as follows:
