VOTING AGREEMENT VOTING AGREEMENT (this "Agreement"), dated as of March 10, 2000, by and among Netgateway, Inc., a Delaware corporation ("Parent"), Galaxy Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (the "Sub"), and...Voting Agreement • March 22nd, 2000 • Galaxy Enterprises Inc /Nv/ • Services-computer programming, data processing, etc. • California
PLEDGE AGREEMENT This PLEDGE AGREEMENT (this "Agreement") dated as of February 4, 2000 is made between JOHN J. POELMAN, in his individual capacity (the "Obligor") and NETGATEWAY, INC., a Delaware corporation ("Netgateway"). (Capitalized terms used but...Pledge Agreement • March 22nd, 2000 • Galaxy Enterprises Inc /Nv/ • Services-computer programming, data processing, etc. • California
AGREEMENT AND PLAN OF MERGER BY AND AMONG NETGATEWAY, INC., GALAXY ACQUISITION CORP.Merger Agreement • March 22nd, 2000 • Galaxy Enterprises Inc /Nv/ • Services-computer programming, data processing, etc. • Nevada
STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT (the "Agreement"), dated as of March 10, 2000, by and between Netgateway, Inc., a Delaware corporation ("Parent") and John J. Poelman ("Stockholder"). WITNESSETH: WHEREAS, concurrently with the execution...Stock Option Agreement • March 22nd, 2000 • Galaxy Enterprises Inc /Nv/ • Services-computer programming, data processing, etc. • California
PROMISSORY NOTEPromissory Note • March 22nd, 2000 • Galaxy Enterprises Inc /Nv/ • Services-computer programming, data processing, etc. • California
RECITALSEmployment Agreement • March 31st, 2000 • Galaxy Enterprises Inc /Nv/ • Services-computer programming, data processing, etc. • Utah
PROMISSORY NOTEPromissory Note • March 22nd, 2000 • Galaxy Enterprises Inc /Nv/ • Services-computer programming, data processing, etc. • California
Exhibit 2.1 ASSET PURCHASE AGREEMENT Dated as of May 31, 1999 By and Between IMPACT MEDIA, L.L.C. and IMI, INC. TABLE OF CONTENTS ARTICLE I DEFINITIONS....................................................1 SECTION 1.01. Certain Defined...Asset Purchase Agreement • July 9th, 1999 • Galaxy Enterprises Inc /Nv/ • Services-computer programming, data processing, etc. • Utah
STOCK-FOR-STOCK AGREEMENT REORGANIZAIION AGREEMENT between Cipher Voice, Inc., a Nevada corporation (hereinafter referred to as "Cipher'), and shareholders of Galaxy Mall Inc., a Wyoming corporation (hereinafter referred to as "Galaxy"). For the...Stock-for-Stock Agreement • November 12th, 1998 • Galaxy Enterprises Inc /Nv/
Exhibit 2.2 EARN-OUT AGREEMENT ------------------ EARN-OUT AGREEMENT (this "Agreement") dated as of May 31, 1999, by and among Impact Media, L.L.C., a Utah limited liability company ("Seller"), IMI, Inc., a Utah corporation ("Buyer"), and Jay Poelman,...Earn-Out Agreement • July 9th, 1999 • Galaxy Enterprises Inc /Nv/ • Services-computer programming, data processing, etc.
STOCK OPTION AGREEMENT This Stock Option Agreement (*Agreement') is entered into as of the 10th day of August, 1998 by and among B. RAY ANDERSON (*Optionee*) and GALAXY ENTERPRISES, INC., a Nevada corporation (the "Company'). WHEREAS, in consideration...Stock Option Agreement • November 12th, 1998 • Galaxy Enterprises Inc /Nv/
Galaxy Enterprises, Inc. Incentive Stock Option Agreement This Incentive Stock Option Agreement is made and entered into by and between Galaxy Enterprises, Inc. a Nevada Corporation ("Company"), and ("Optionee") as of the day of 19 with respect to the...Incentive Stock Option Agreement • November 12th, 1998 • Galaxy Enterprises Inc /Nv/ • Utah
WITNESSETHTransfer Agreement • November 12th, 1998 • Galaxy Enterprises Inc /Nv/ • Utah
PAYMENT SCHEDULE Lease Term: Payment Due: Monthly Payment Advance Payment: $ Documentation 36 Monthly $72.00 Apply Other 1st and --0-- Last ADDITIONAL PROVISIONS: Sales Tax Exempt __ YES (Attach Exemption Certificate) Addendum(s) attached: __YES...Lease Agreement • May 11th, 1999 • Galaxy Enterprises Inc /Nv/ • Services-computer programming, data processing, etc.
WITNESSETHConsulting Agreement • November 12th, 1998 • Galaxy Enterprises Inc /Nv/ • Utah
WITNESSETH WHEREAS GALAXY is in the business of providing electronic storefronts, banner advertising, and Internet presence via an electronic mall on the World Wide Web known as "The Galaxy Mall"; andRoyalty & Consulting Agreement • November 12th, 1998 • Galaxy Enterprises Inc /Nv/ • Utah
EXCHANGE AGREEMENTExchange Agreement • November 12th, 1998 • Galaxy Enterprises Inc /Nv/ • Utah
Breakthrough Electronics, Inc. [letterhead] October 10, 1997 Cipher Voice, Inc./Galaxy Enterprises, Inc. 2800 W. Sahara Avenue, Suite a-G Las Vegas, Nevada 89102 Gentlemen: In the spring of 1996, an exclusive licensing agreement was granted to your...Exclusive Licensing Agreement • May 11th, 1999 • Galaxy Enterprises Inc /Nv/ • Services-computer programming, data processing, etc.
