Stock Purchase Agreement (2006)Full Document 

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                            STOCK PURCHASE AGREEMENT

      THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into
this 23rd day of June, 2005 (the "Effective Date") by and between Bridgetech
Holdings International, Inc., a Delaware corporation (the "Buyer"), and the
stockholders of International MedLink, Inc., a Texas corporation (the
"Company"), identified on Schedule 1 hereto (the "Stockholders").

                              BACKGROUND STATEMENT

      WHEREAS, the outstanding capital stock of the Company consists of 4,000
shares of common stock, par value $1.00 per share (the "Company Shares");

      WHEREAS, the Stockholders own all of the Company Shares, in the respective
amounts set forth on Schedule 1 hereto;

      WHEREAS, the Stockholders are willing to sell to the Buyer and the Buyer
is willing to purchase from the Stockholders all of the Company Shares on the
terms and conditions stated herein; and

      WHEREAS, as consideration for the Company Shares, the Buyer will issue to
the Stockholders shares of its common stock (the "Bridgetech Shares") on the
terms and conditions stated herein.


      NOW THEREFORE, in consideration of the promises and mutual
representations, warranties and covenants herein contained, and intending to be
legally bound, the Buyer and the Stockholders hereby agree as follows:

                                    ARTICLE 1

      1.1 Sale of the Company Shares. Upon the terms and subject to the
conditions set forth in this Agreement, at the Closing and effective as of the
Closing Date, each Stockholder shall sell and transfer the Company Shares owned
by such Stockholder to the Buyer, and the Buyer will purchase the Company Shares
from the Stockholders. The consideration to be paid by the Buyer to the
Stockholders for the Company Shares shall consist of the Closing Shares and the
Earn-Out Shares.

      1.2   Closing Shares.

            (a) At Closing, Buyer shall issue and deliver to each Stockholder a
number of Bridgetech Shares calculated by multiplying (i) such Stockholder's
Ownership Percentage by (ii) the number of Closing Shares. Any fractional shares
resulting from such calculation shall be allocated among the Stockholders in any
reasonable manner that may be determined by Buyer.

            (b) For purposes of this Agreement:


                  (i) "Closing Shares" shall mean 386,328 Bridgetech Shares.

                  (ii) "Ownership Percentage" shall mean, with respect to each
Stockholder, that percentage calculated by dividing (1) the number of Company
Shares owned by such Stockholder by (2) the aggregate number of Company Shares

      1.3   Earn-Out.

            (a) Earn-out Criteria. For the period of time commencing on the
Closing Date and terminating three years thereafter (the "Earn-Out Measurement
Period"), the Stockholders shall be entitled to receive as additional
consideration for the Company Shares a number of additional Bridgetech Shares
calculated in accordance with Section 1.3(b) hereof (the "Earn-Out Shares")
depending on the extent to which the Company meets the following performance

                  (i) the Company's EBITDA for the one-year period ending on the
first anniversary of the Closing Date ("Year 1") exceeds $ 52,064 (the "Year 1

                  (ii) the Company's EBITDA for the one-year period ending on
the second anniversary of the Closing Date ("Year 2") exceeds $ 1,325,940 (the
"Year 2 Target"); and,

                  (iii)the Company's EBITDA for the one-year period ending on
the third anniversary of the Closing Date ("Year 3") exceeds $ 2,313,080 (the
"Year 3 Target," together with the Year 1 Target and the Year 2 Target, the
"Aggregate Three-Year EBITDA Target").

For purposes of the foregoing calculations, "EBITDA" shall mean earnings before
interest, taxes, depreciation and amortization, calculated in accordance with
United States generally accepted accounting principles.

            (b) Earn-out Calculation. The Stockholders shall be entitled to
receive additional consideration in the form of Earn-Out Shares only if the sum
of the Company's EBITDA for Year 1, Year 2 and Year 3 (the "Actual Three-Year
EBITDA") exceeds one-half of the Aggregate Three-Year EBITDA Target
($1,845,542.00). In such case, the number of Earn-Out Shares to be delivered to
the Stockholders shall be calculated as follows:

                  (i) If the Actual Three-Year EBITDA is greater than $1,845,542
but less than $3,691,084, the Stockholders, in the aggregate, shall be entitled

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