Item 1.01 Entry into a Material Definitive Agreement.

On June 8, 2023, Galaxy Gaming, Inc., a Nevada corporation (the "Company") entered into a License Agreement (the "License Agreement") with The Talisman, Group LLC, a Nevada limited liability company ("Licensor") and the creators of the EZ Baccarat® table game (the "Game").

Pursuant to the License Agreement, Licensor granted to the Company exclusive rights (sublicensable under certain circumstances) to certain intellectual property related to the Game, including the licensed trademarks Dragon 7™ and Panda 8™ (collectively, the "Licensed Assets"), subject to the terms of the Agreement, throughout the United States, Canada and the United Kingdom for land-based channels, and worldwide for online gaming channels.

Pursuant to the License Agreement, the Company will pay Licensor royalty fees based on specified percentages of adjusted gross revenues earned by the Company from each gaming platform on or through which the Game is played.

The term of the License Agreement begins September 9, 2023, and continues for an initial period of five (5) years, unless terminated earlier in accordance with the terms of the License Agreement. Upon the expiration of the initial term, the Company and Licensor may mutually agree to renew the License Agreement. Subject to the terms of the License Agreement, and among other things, Licensor may terminate the License Agreement if the Company materially fails to satisfy certain specified milestones during the second and third years of the initial term.

The foregoing description of the License Agreement does not purport to be a complete description of the License Agreement and is qualified in its entirety by reference to the complete text of the License Agreement, a copy of which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.

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