Galaxy Gaming announces resignation of Director Bill Zender

25 April 2022

(PRESS RELEASE) -- Galaxy Gaming, Inc., a developer and distributor of casino table games, enhanced systems for land-based casinos and iGaming content, announced today that Bill Zender, a member of the Company’s Board of Directors since 2015, announced his intention to resign from the Board effective 1 July 2022. The company also announced that it has entered into a Cooperation Agreement with Tice Brown, a stockholder of the Company, pursuant to which the Company agreed to form a hiring committee for the purpose of identifying and unanimously recommending to the Board a qualified candidate to fill the vacancy that will be created upon the resignation of Mr. Zender.

Zender Resignation

“Bill Zender is a legend in the casino table games business,” stated Mark Lipparelli, Chairman of Galaxy’s Board of Directors. “He has provided invaluable advice to us and the Company over his more than seven years as a member of the Board. We have made great progress over that time in positioning the Company to pursue exciting new opportunities, and Bill has been a stalwart contributor to that progress. We thank him for his tremendous insights and expertise, and we wish him the best in his future endeavors.”

Cooperation Agreement

On 20 April 2022, the Company entered into a Cooperation Agreement with Tice Brown. Pursuant to the terms of the Cooperation Agreement, Mr. Brown has agreed to irrevocably withdraw his proposed nomination of himself to the Board of Directors of the Company and his proposal requesting that the Board declassify the Board by electing each director on an annual basis, with respect to the 2022 Annual Meeting of Stockholders, (2) immediately cease all solicitation efforts in connection with the 2022 Annual Meeting and (3) cause all voting securities of the Company owned beneficially by Mr. Brown and for which he has the right to direct the vote, to be cast in favor of each of the Company’s proposals and for each of the Board’s nominees for director at the 2022 Annual Meeting.

In addition, the Company has agreed to form a hiring committee consisting of two current members of the Board and one independent stockholder who has owned shares of the Company’s common stock for more than two years (the “Hiring Committee”) for the purpose of identifying and unanimously recommending to the Board a qualified candidate (the “Independent Director”) to fill the vacancy that will be created upon the resignation of Bill Zender. The Board has agreed to promptly cause the Independent Director, subject to the satisfaction of certain qualifications and requirements as set forth in the Cooperation Agreement, to be appointed to the Board for a term expiring at the 2024 Annual Meeting of Stockholders.

The Cooperation Agreement also provides for certain “standstill” provisions that restrict Mr. Brown and his affiliates from, among other things, engaging in any solicitation of proxies or written consents with respect to the voting securities of the Company or acquiring any securities of the Company that would result in Mr. Brown having beneficial ownership of more than 9.9% of the Company’s voting securities. The standstill provisions expire on the date that is two years after the 2022 Annual Meeting, unless the Cooperation Agreement is earlier terminated in accordance with the terms thereof. The Cooperation Agreement also provides Mr. Brown with certain Board observer rights prior to the appointment of the Independent Director.

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