GALAXY GAMING, INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (Form 8-K)

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Section 1.01 Entering into a Material Definitive Agreement.

At March 16, 2022, Galaxy Gaming, Inc. (“Galaxy” or the “Company”), lenders from time to time (the “Loan Parties”) and Fortress Credit Corp.as Administrative Agent and Collateral Agent (the “Agent”) has entered into a Credit Consent and Waiver Agreement (the “Consent and Waiver Agreement”).

Pursuant to the Consent and Waiver Agreement, the Company has acknowledged that it is currently in default under the Credit Agreement due to its failure to comply with a requirement of the Credit Agreement not to authorize, on the last business day of each calendar month, more than the dollar equivalent of
$1,000,000 (or such greater amount as determined by the Agent in its sole discretion) in the aggregate to be deposited in Isle of Man custody or securities accounts which are not subject to supervising agreements (such as this term is defined in the Warranty and Security Agreement) or other security arrangements acceptable to Agent (the “Existing Default”) for the months of November 2021, December 2021, January 2022 and February 2022 (the “Specified Compliance Periods”). The Company has remedied the default. Pursuant to the Consent and Waiver Agreement, the Borrower has requested that the Agent and Required Lenders waive, and the Agent and the signatory Lenders hereto constituting Required Lenders agree to waive, existing default for the periods compliance specified above.

Except as specifically stated in the Consent and Waiver Agreement, the Credit Agreement remains in full force and effect.

The foregoing description of the Consent and Waiver Agreement is not complete and is qualified in its entirety by reference to the Consent and Waiver Agreement filed as Exhibit 10.1 herein.

Item 2.03Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Section 1.01 of this Current Report on Form 8-K is incorporated by reference into this Section 2.03.

Item 9.01. Financial statements and supporting documents.

Exhibit
 Number    Description of Exhibit

10.1         Consent and Waiver to Term Loan Credit Agreement, dated
           November 15, 2021, by among Galaxy Gaming, Inc., a Nevada
           corporation, the lenders from time to time party and Fortress
           Credit Corp., as administrative agent and collateral agent.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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