Exhibit 10.13

REDACTED LICENSE AGREEMENT WITH THE TALISMAN GROUP LLC

Certain identified information has been excluded from the exhibit because it is both (i) not material, and (ii) would be competitively harmful if it was publicly disclosed.

This License Agreement (the “Agreement”), dated as of the 8th day of June, 2023 (“Effective Date”), is by and between The Talisman Group, LLC, a Nevada limited liability company with its principal place of business at (redacted) (“Licensor”), and Galaxy Gaming, Inc., a Nevada corporation, with its principal place of business at 6480 Cameron Street, Suite 305, Las Vegas, Nevada 89118 (“Licensee”).

WHEREAS, Licensor is or will be the sole and exclusive owner of the Licensed Assets as of (redacted); and

WHEREAS, Licensee wishes to use the Licensed Assets in connection with sublicensing and distribution and other commercialization of the Licensed Products in the Territory and through the Channels, and Licensor is willing to grant to Licensee an exclusive license to make, use, sell, offer to sell, import, reproduce, adapt, publish, perform, and display the Licensed Assets in the Territory and worldwide for Channels related to Online Offerings on the terms and conditions set out in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

“Adjusted Gross Revenue” or “AGR” means (redacted) received by Licensee relating to the (redacted) or the commercial exploitation of the (redacted) (such as for example, lease, sublicense or sale) or (redacted) (including, but not limited to, physical versions, versions played on felt and through all other Channels except for Online Offerings) other (redacted) and excluding (i) (redacted)

“AGR Online Offerings” means (redacted) received by Licensee relating to (redacted) and the commercial exploitation (such as for example, lease, license or sale) of (redacted) excluding (i) (redacted); and (ii) any (redacted)

“Affiliate” of a Person means any other Person that, at any time during the Term, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition only, the term “control” means the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise/direct or indirect ownership of more than fifty percent (50%) of the voting securities or membership interests of a Person, and “controlled by” and “under common control with” have correlative meanings.

“Brand Standards” mean the requirements applicable to the use of the Licensed Assets and attached hereto as Schedule 4, which Licensor may modify and supplement from time to time (including to specifically address use for Online Offerings and ETGs), which modifications and supplements are subject to Licensee’s approval, which shall not be unreasonably withheld.

“Channels” means the gaming platforms on or through which the Game can be played and is offered, including, without limitation, Felt Games (including Progressive Games), Display additions, Electronic Games, Online Offerings, or any variation of the foregoing.

“Collateral” means all artwork, labeling, copy, text, and all other written, printed, graphic, electronic, audio, or video advertising and promotional materials used or created for use in connection with any advertising and promotion of the Licensed Products hereunder, in the Territory.

“Commencement Date” means (redacted)

“Commission” means the fee extracted from each bank winning hand by the Operator.

“Confidential Information” has the meaning set forth in Section 6.

“Disclosing Party” has the meaning set forth in Section 6.

“Displays” means electronic displays gaming platform which presents certain Game information and results to players and casino staff.

“Electronic Games” means the offering of the Game through media and electronic platforms, including, but not limited to electronic table games (ETGs), online real-money gaming, online social gaming, online lotteries, lotteries, and in-casino mobile wagering.

“Enforcing Party” has the meaning set forth in Section 4.2(c).

“Excluded Jurisdiction(s)” means any jurisdiction in the Territory (redacted)

“Felt Games” means the offering of the Game through the traditional brick-and-mortar casino platform, where the Game is expressed on felt on a traditional gaming table.

“Game” or “Games” means EZ Baccarat, as commonly understood in the gaming industry and more fully described and set forth on Schedule 3(A).

“Game Assets” means all of the Intellectual Property related to the Game, including, but not limited to, that which is listed on Schedule 3(B) and Schedule 3(C), along with all versions and updates of the Game and any related bets or side bets.

“Grandfathered Casinos” means:

(redacted)

“Indemnified Claim” has the meaning set forth in Section 8.3.

“Indemnified Party” means any Licensor Indemnified Party or Licensee Indemnified Party.

“Indemnifying Party” has the meaning set forth in Section 8.3. “Infringement” has the meaning set forth in Section 4.2(a).

“Intellectual Property” means any and all now known or hereafter existing in the world (a) rights associated with works of authorship throughout the world, including without limitation exclusive exploitation rights, copyrights, derivative works, compilations, moral rights, artist’s rights and mask works; (b) trademark, trade dress, service mark and trade name rights and similar rights and associated goodwill; (c) software, propriety data, strategic plans and trade secret rights; (d) patents, patent applications, continuations, continuations-in-part, divisionals, reissues, re-exams and all related counterparts along with any designs, algorithms and other intellectual and industrial property and proprietary rights of every kind and nature throughout the world, whether arising by operation of law, contract, license or otherwise; (e) inventions (whether patentable or not) and whether or not reduced to practice and all improvements thereto; (f) know-how or show-how; and (g) all registrations, applications, renewals, extensions and combinations of the foregoing, regardless of whether any of such rights arise under the Laws of the United States or any other state, country or jurisdiction.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, award, decree, other requirement, or rule of law of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

“Licensed Assets” means the Licensed Patents, Licensed Marks, the Game, Game Assets, related domain names, and any and all Intellectual Property owned and/or to be owned by Licensor as of the

Commencement Date related to or derived from any of the foregoing.

“Licensed Marks” means all marks owned or to be owned by the Licensor as of the Commencement Date that consist of or include “EZ Baccarat,” “Panda 8,” and/or “Dragon 7,” and have, prior to the date hereof, been used in connection with the Game by Licensor or with Licensor’s permission, including, without limitation, those marks set forth on Schedule 3(B), whether registered or unregistered, including the listed registrations and applications and any registrations which may be granted pursuant to such applications.

“Licensed Patents” the patents and patent applications listed in Schedule 3(C), all patents issuing from the patent applications listed in Schedule 3(C), and all continuations, continuations- in-part, divisions, extensions, substitutions, reissues, re-examinations, and renewals of any of the foregoing.

“Licensed Products” means any and all products, goods, and/or services incorporating any of the Licensed Assets, including without limitation, gaming systems, software, progressive systems and technology, table game placements, table games, Displays, products branded with the Licensed Marks or Game Assets in any Channel, and any other products or services that may be so marked, or may otherwise incorporate, be embedded with, utilize, and/or include the Licensed Assets, and/or that are distributed by Licensee under this Agreement.

“Licensee” has the meaning set forth in the preamble.

“Licensee Indemnified Party” has the meaning set forth in Section 8.1. “Licensor” has the meaning set forth in the preamble.

“Licensor Indemnified Party” has the meaning set forth in Section 8.2.

“(redacted)".

“Limited Distribution Agreement” means a contract in which the Licensee grants a distributor the right to distribute the Licensed Assets to customers in a distinct market within the Territory. (redacted)

“Losses” means losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

“Mortgage” means any mortgage, deed of trust, assignment, security agreement, or hypothecation of the Licensed Assets.

“No-Commission Baccarat” means baccarat games in which no commission is extracted by the Operator on each bank winning hand.

“Online Offerings” means any placement, in any Territory worldwide where such activity is not illegal, of the Game by way of online and/or internet or web-based casino or other entity or method, that enables customers to play the Game, including, but not limited to, online real- money gaming and online social gaming, through the internet, including, without limitation, web based casinos, random number generators (RNG), iLottery methods, and live dealer based platforms and offerings. For the avoidance of doubt, the term Online Offerings may include Electronic Games that are conducted online.

“Operator” means: (i) a casino operator which provides land based or online gaming, or

(ii) a provider of Electronic Games.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

“Progressive Games” means an addition to the Game that takes a certain portion of every wager and applies it to a separate jackpot fund that pays out based on certain game outcomes, the values of which are presented alongside other information on any type of display.

“Quarterly Period” means each three-month period commencing on the 1st of January, 1st of April, 1st of July, and 1st of October.

“Receiving Party” has the meaning set forth in Section 6.

“Regulatory Approval” means the applicable approvals, licenses, registrations, or authorizations of or from the applicable Regulatory Authorities.

“Regulatory Authority” means any court, tribunal, agency, legislative body, board, commission, official or other regulatory authority in a jurisdiction in the Territory that licenses, approved, regulates, or otherwise controls the conduct of gaming and gaming related businesses.

“Renewal Term” has the meaning set forth in Section 10.2.

“Strategic Alliance Agreement” means that certain Strategic Alliance Agreement (as amended) between The Talisman Group, LLC, DEQ Inc., and Light & Wonder, Inc. as successor in interest to DEQ Inc.

“Term” has the meaning set forth in Section 10.1. “Term Year has the meaning set forth in Section 10.1.

“Territory” means, (a) for Online Offerings, throughout the world, where such use is not illegal, and (b) for all Channels other than Online Offerings, the following territories: the United States of America (and its territories, excluding the Mariana Islands in the Pacific), all islands in the Caribbean Sea, Bermuda, Bahamas, Turks & Caicos, Canada, and the United Kingdom.

(a) all sublicenses shall be subject to the terms and conditions of this Agreement, including without limitation, the Brand Standards (redacted);

(b) no sublicense may exceed the scope of rights granted to Licensee under this Agreement; and

(c) Licensee is solely responsible for (redacted) Licensee may execute a Limited Distribution Agreement with distributors in selected markets within the Territory (redacted). Excluding sublicenses to Operators under Section 2.2(i) above, (redacted) Excluding sublicenses to Operators under Section 2.2 (i) above, (redacted). No sublicensing shall be deemed a waiver of or a release of Licensee from the performance by Licensee of any covenants on the part of Licensee herein contained. As between Licensor and Licensee, any sublicense (redacted).

(a) (redacted)

(b) (redacted)

The (redacted) made available to or otherwise obtained or prepared (redacted) shall treat all such information in accordance with the confidentiality provisions of Section 6 of this Agreement.

If any such audit shows that any payment made by Licensee is deficient, then Licensee shall pay Licensor the deficient amount within thirty (30) days after Licensee’s receipt of the audit report. If any such audit shows that payments made by Licensee are more than the required payment, Licensor shall pay Licensee the excess amount at the time it provides a copy of the audit report to Licensee.

the filing of assignments of the Licensed Marks as provided in Section 4.1 above and, if there are no third parties with any ownership or security interest in or liens on the Licensed Assets;

(i) continue in full force and effect that Licensee has granted prior to the date of termination or expiration, (each such Licensor approved sublicense being a “Continuing Sublicense”); and

(ii) the license in respect of each such Continuing Sublicense shall continue as long as each such Continuing Sublicense is in force and until each such Continuing Sublicense terminates or expires in accordance with its terms;

(i) not grant any new sublicenses;

(ii) immediately cease to market or advertise;

(iii) not use, exploit, or make available to any new customer the Licensed Products other than pursuant to a Continuing Sublicense;

(iv) the provisions of this Section 10.5 shall apply following termination or expiry of this Agreement, mutatis mutandis to any net revenues received by Licensee in respect of the Continuing Sublicenses; and

(v) On termination or expiry of each Continuing Sublicense for any reason, the Sublicense in respect of that sublicensee shall terminate in its entirety.

(i) the license granted to Licensee pursuant to this Agreement shall terminate in its entirety;

(ii) Licensee shall immediately cease to use all Licensed Assets, and to use any representations suggesting that it is an authorized Licensee or sub-Licensee of the Licensed Products; and

(iii) Licensee shall immediately remove all Licensed Marks.

assignment, or other transfer of such Licensed Assets, and (iii) that Licensee is a third-party beneficiary of such agreement; (b) provide Licensee with an executed copy of such agreement; and (c) meet the requirements of Section 12.18.

If to Licensor:

(redacted)

If to Licensee:

Galaxy Gaming, Inc.

(redacted)

Licensor within a reasonable time of the force majeure event, providing details regarding the force majeure event, and the extent to which it is unable to perform its obligations; and (ii) makes reasonable attempts to remove the force majeure event as quickly as possible, if the force majeure event is such that Licensee has the ability to do so; then Licensee’s obligations will be suspended for the period of time it is affected by the force majeure event. In this Section 12.19, "force majeure" means an act of God, terrorism, pandemic, strike, industrial dispute, declaration of war, blockade, disturbance, lightning, fire, earthquake, storm, flood, explosion, governmental or semi-governmental restraint, expropriation, prohibition, intervention, direction, embargo, unavailability or delay in the supply of parts, and /or any other cause which is not reasonably within Licensees control. Absent bank closures, the Licensee shall be required to pay any amounts accrued and due under this Agreement at the time of the force majeure event. The Licensee shall identify in a written notice to Licensor the approximate length of time that it believes in good faith such force majeure event shall continue.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first set forth above by their respective officers thereunto duly authorized.

The Talisman Group, LLC.

By Name:

Title:

Galaxy Gaming, Inc.

By Name:

Title:

- SCHEDULE 1 - (ROYALTIES)

- SCHEDULE 2(a) –

(redacted)

- SCHEDULE 2(b) –

(redacted)

- SCHEDULE 2(c) –

(redacted)

- SCHEDULE 3(A) -

SUMMARY OF GAME:

The object of the game is to assemble two hands of two (2) or three (3) cards with a point value as close to nine (9) as possible.

EZ Baccarat™ plays the same way as regular baccarat except that it eliminates the odds differential between Player Line and Dealer Line wagers and replaces it by “barring” one specific winning Bank hand (the winning Bank hand consisting of three cards and totaling seven points). The appearance of this hand is the “Dragon 7”™. Customers can make a proposition bet at any time – the Dragon 7 bet, which pays 40 to 1 when the three-card winning Bank hand totaling 7 points occurs.

There is also an additional bet, the “Panda 8”™ that can be made at any time, which pays 25 to 1 when the Player side wins with three cards totaling 8 points occur.

To begin the game, players make a wager(s) on Player, or Dealer, or Tie (‘Base Game Wager”) or a combination of the above. Players may also place a “Dragon 7” bet (three card winning Bank hand totaling 7 points) and/or a “Panda 8” wager. All wagers must be between the minimum and maximum limit for that table.

WAGERS ARE RESOLVED AS FOLLOWS:

In the case of a Bank win, Bank wagers are paid 1 to 1. Player, Tie, Dragon 7 and Panda 8 wagers lose.

In the case of a Player win, Player wagers are paid 1 to 1. Bank, Tie, Dragon 7 and Panda 8 wagers lose.

In the case of a Tie, Tie wagers are paid 8 to 1. Bank and Player wagers push and Dragon 7 and Panda 8 wagers lose.

In the case of a Dragon 7, Dragon 7 wagers are paid 40 to 1. Bank wagers push, Player and Tie wagers lose.

In the case of a Panda 8, Panda 8 wagers are paid 25 to 1. Bank wagers lose, Tie wagers lose and Player wagers win.

EXAMPLE LAYOUT OF EZ BACCARAT:

(redacted)

TYPE OF CARD DECK:

A standard 52 deck of cards is utilized in a multiple deck shoe. Eight (8) decks shall be used during the play of the game. There are no Jokers. All cards 2 through 9 hold their face value. 10, J, Q & K have a value of zero (0). The Ace has a value of one (1). A hand with cards whose sum is in double figures is ranked with the tens (10s) digit ignored. For example, a hand totaling eighteen

(18) would count as eight (8).

BETTING SCHEME:

TIE WAGER:

The Tie bet pays 8 to 1 if the player/dealer and Player hands tie. The tie wager may be less than, equal to, or greater than the base game wager. However, the tie bet wager cannot exceed the table limit. A Natural 8 or 9 is accomplished when the first two cards of the player or dealer’s hand has a value of eight (8) or nine (9). When this occurs, the other hand will not be allowed to draw an additional card.

HOW WINNERS ARE DETERMINED AND PAID:

After the cards are dealt, the closest to 9 will be declared the winner and all winners will be paid and all losers will have their wagers awarded to the player/dealer.

GAME RULES:

After the dealer delivers the first two cards to both the Player Line and Dealer Line, the following Baccarat rules are followed.

The following chart, where “S”= Dealer Line “stands” and “H”= Dealers Line “hits” demonstrates how each hand combination is resolved:

(redacted)

Once all cards have been dealt, the hand with the highest total point count is declared the winner. In the case where both hands have an equal point count, the hand is a Tie. Wagers will then be settled in one of the following two ways:

ROUND OF PLAY:

- SCHEDULE 3(B) – (TRADEMARKS)

(redacted)

- SCHEDULE 3(C) – (PATENT)

U.S. PATENT (redacted)

-SCHEDULE 4- (BRAND STANDARDS)

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