Form 8-K

8-K — RTB Digital, Inc.

Accession: 0001185185-26-004171

Filed: 2026-09-18

Period: 2026-09-14

CIK: 0001419275

SIC: 8742 (SERVICES-MANAGEMENT CONSULTING SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — rtb8k091826.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (rtbex10-1.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

Current

Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): September 14, 2026

RTB Digital, Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-34294

22-3962936

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S.

Employer

Identification No.)

4300 University Way, Suite C

Seattle, WA 98105

(Address of principal executive offices

and zip code)

Registrant’s

telephone number, including area code: (855) 201-1613

Check the appropriate box below if

the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to

Section 12(b) of the Exchange Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, par value $0.001 per share

RTB

The

Nasdaq Stock

Market LLC

(Nasdaq Capital Market)

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Agreement

Strategic Platform Agreement

On September 14, 2026, RTB Digital, Inc., a Nevada

corporation (“RTB” or the “Company”), signed a ten-year Strategic Platform Agreement (the “Platform Agreement”)

with Paradium.AI, Inc. (f/k/a The Arena Group Holdings, Inc.) (“Paradium,” and together with RTB, the “Parties”).

The Platform Agreement will commence upon satisfaction or waiver of its closing conditions, including due diligence completion, the Company’s

successful capital raise as described below, and execution of certain definitive documents, with such closing, absent extension, currently

anticipated in Q4 2026. The Platform Agreement has an initial ten-year term. Based on forecasts, due diligence, public filings and various

business assumptions, the Company believes the Platform Agreement, together with RTB’s existing revenues and audience, could result

in approximately $100 million in annual gross revenue, reach 100 million monthly users and generate approximately $1 billion in revenue

over the ten-year term, subject to market conditions and no material adverse change affecting RTB’s sustainability.

RTB owns and operates a DeFi/AI-powered media

platform providing full-service publishing, monetization, syndication, security, data, community, reporting and payment services. Paradium

owns more than two dozen premium media brands and media technology and produces end-user content (collectively, “Partner Content”).

The purpose of the Platform Agreement is for RTB

to replace and monetize certain of Paradium’s non-content functions as part of RTBs platform and services - thus eliminating operational

overhead costs for Paradium, in exchange for revenue sharing, consistent with RTB’s core business model developed and operated by

its founders across media networks for decades. Under the Platform Agreement, Paradium’s brands and their associated revenue and

traffic will migrate to RTB’s full-stack, AI-powered digital media and business operations platform (the “Platform”),

including publishing, video, subscriptions and memberships, newsletters, advertising and ad operations, apps, distribution and syndication,

data management, digital marketing, organizational services, reporting and RTB’s Coinbase-integrated, DeFi-driven real-time payment

platform (collectively, the “Services”).

For clarity, RTB does not expect to incur incremental

expenses beyond those required to operate its core business model and to serve Paradium with other RTB customers.

RTB currently serves an enterprise network of

hundreds of third-party web properties, forming a unified coalition of premium media brands (the “Coalition”) sharing RTB’s

platform. Management expects this large-scale strategic partnership to serve as a prototype for additional large-scale partnerships, based

on the founders’ longstanding model of providing non-content operations without operating cost, in exchange for revenue sharing

from sales.

The Platform Agreement accelerates and completes

RTB’s operational capabilities, including ad operations and a scaled advertising marketplace, through Paradium’s grant of

certain licenses, intellectual property rights, shared staffing and operational resources that RTB will leverage to fulfil this Agreement

and existing and future customers. During the term, Paradium may not directly or indirectly provide third-party hosting or services competitive

with RTB.

The Platform Agreement provides for revenue sharing

from Partner Content at specified percentages based on the defined source of revenue. Third-party expenses will be borne by the Party

sourcing the expense, deducted from top-line revenue or otherwise from the shareable revenue pool. Each Party will provide sufficient

accounting information to the other.

Paradium will also license and deliver to RTB

a current copy of certain Paradium technology assets and related documentation (the “Paradium Technology”), over which RTB

will have perpetual, irrevocable control. RTB may modify, adapt, enhance or create derivative works (“Modifications”), and

the Party creating such Modifications will exclusively own all right, title and interest, including related intellectual property rights

to the Modifications. Both Parties will have perpetual, irrevocable, royalty-free licenses to use and commercialize the Paradium Technology

and Modifications thereof. Paradium will independently own and control its version but may not sell, assign or license it to a direct

competitor of Paradium or RTB. RTB may not transfer or license the Paradium Technology without Paradium’s written consent, except

as part of a sale of RTB.

As consideration for the license, technology transfer

and other consideration under the Platform Agreement, RTB will issue Paradium unregistered RTB common stock valued at $11.5 million, priced

at the 10-day VWAP based on the closing prices for the five trading days before and five trading days after RTB publicly discloses the

Agreement on Form 8-K, provided the price is not below the Nasdaq Official Closing Price (“NOCP”) or the average NOCP for

the five trading days preceding execution. Paradium has agreed to certain restrictions on sales of these shares.

Purchase of Minority Interest in Paradium

RTB entered into an agreement with Simplify Inventions,

LLC and MBX Capital Aren, LLC (collectively, “Simplify”) to acquire from them approximately 49.5% of the issued and outstanding

shares of common stock of Paradium, subject to adjustment to maintain RTB’s ownership below 50%. The $89,555,638 purchase price

consists of (i) RTB’s existing $10 million deposit; (ii) $6 million in RTB common stock, priced at the 10-day VWAP based on the

five trading days before and after public disclosure on Form 8-K, but not below the NOCP or average NOCP for the five trading days preceding

execution; and (iii) $73,555,638 in cash at Closing. The RTB shares will include a Seller put option exercisable beginning 120 days after

Closing, collateralized by RTB’s revenue share under the Platform Agreement. Simplify will retain approximately 23% of its outstanding

common stock. Completion of the share purchase, including RTB raising the capital required to fund the purchase price, is a condition

to consummation of the Platform Agreement.

Clarifying Points

● RTB

is not buying Paradium, is not making a tender offer, and is not buying any shares from

Paradium or the open market. The minority position transaction is a condition of closure.

● The

incremental premium to the market price will be capitalized by RTB and amortized against

the value of the ten-year agreement, on which RTB expects ROI payback within two years, from

the margin driven from the incremental revenue.

● RTB

is not taking on any additional or incremental expenses not required to operate its core

business. All functions the Company is providing to Paradium are needed to operate the comprehensive

platform and $100 million marketplace of digital media properties. The agreement simply accelerates

the buildout for RTB, pairing it with existing traffic and revenue rather than requiring

a lengthy and expensive growth ramp.

● Cost

savings: The parties agreed to share duplicative G/A, including senior executive management

duties, such as accounting, legal, compliance and other duplicative roles and costs.

● The

combined 100 million monthly users forecasted for RTB by Q4, along with the forecasted

$100 million annualized revenue, creates an instant marketplace for all RTB enterprise customers,

saving years of buildout.

● Market-level

pricing, achieved for RTB customers through this partnership and marketplace, saves years

of dilution, meetings, underperformance and approval cycles, solving digital media’s

classic “chicken-and-egg” problem by providing a mature marketplace and pricing

to all RTB enterprise partners.

Summary: As a result of this partnership,

RTB believes that years of losses to reach critical mass are prevented, execution risk is dramatically mitigated, expert executive team

is reunited, and enterprise partners of RTB can now enjoy the best of all worlds - what RTB believes to be the most advanced, “SaaS

cost eliminating” AI/DeFi technology in the marketplace, acquisition of real-world capabilities fully established and proven over

years at Paradium, and EBITDA+ results, as the result of full scale marketplace and audience.

Forward-Looking Statements

This

Current Report on form 8-K includes information that constitutes forward-looking statements within the meaning of Section 27A of the

Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking

statements are based on the Company's current beliefs, assumptions and expectations regarding future events, which in turn are based

on information currently available to the Company. Such forward-looking statements include statements that are characterized by

future or conditional words such as "may," "will," "expect," "intend,"

"anticipate," "believe," “forecast,” "estimate," and "continue" or similar

words. You should read statements that contain these words carefully because they discuss future expectations and plans, which

contain projections of future results of operations or financial condition or state other forward-looking information. Such

forward-looking statements include statements regarding the accretive transactions undertaken in 2026 and future operations and

revenues of the company. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. A

variety of factors could cause actual events and results to differ materially from those expressed in or contemplated by the

forward-looking statements, such as the company being able to maintain its listing on Nasdaq for the common stock, having sufficient

capital for its acquisitions, operations and business expansion, and developing its business and capturing users for its services.

Annualized and longer period revenue and business estimates are subject to the effect of macroeconomic events, to industry changes,

to competitive forces, to client development and retention, to capital availability, and to many other operational factors;

therefore, any financial forecasts offered by the Company must take into account the fact that the underlying assumptions may

significantly change over time and projected results may substantively increase or decrease. Other risk factors affecting the

Company are discussed in detail in the Company's filings with the U.S. Securities and Exchange Commission. The Company undertakes no

obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or

otherwise, except to the extent required by applicable laws.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Name of Exhibit

10.1*

Strategic Platform Agreement

104*

Cover Page Interactive Data File (embedded within the inline XBRL document).

Filed or furnished herewith

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned

hereunto duly authorized.

RTB Digital, Inc.

By:

/s/ James Heckman

Name:

James Heckman

Title:

Chief Executive Officer

Dated: September 18, 2026

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: rtbex10-1.htm · Sequence: 2

Exhibit 10.1

Execution Version

ROUNDTABLE STRATEGIC PLATFORM AGREEMENT

PARTNER

Paradium.AI, Inc. f/k/a The Arena Group Holdings, Inc.

EFFECTIVE DATE:

Upon Completion of Certain Conditions Precedent

ADDITIONAL TERMS:

All Exhibits

This RTB STRATEGIC PLATFORM AGREEMENT (“Agreement”)

is entered into by and between RTB DIGITAL, INC. also dba “Roundtable” (“RTB” or “Company”) and Paradium.AI,

Inc. f/k/a The Arena Group Holdings, Inc. (“Partner” or “Arena” or “Paradium”) effective as of the

Effective Date above (each a “Party” and collectively the “Parties”). The specific date that marks the Effective

Date, when confirmed, will be codified via an executed memorandum between the Parties. RTB acknowledges that Arena consists of multiple

affiliates and subsidiaries, and certain of Arena’s rights and/or obligations under this Agreement will be conveyed and be performed

by such subsidiaries and affiliates.

RECITALS

WHEREAS Arena owns

and/or operates various web properties and brands that run on its full service publishing, monetization, and payments platform;

WHEREAS, Arena currently

creates end-user -focused content (“Arena Content”), and third-party publishers (“Third Party Publishers”) create

end-user focused content (“Third Party Content”) (together the Arena Content and Third Party Content are the “Partner

Content”), at various Internet domain(s) (the “Domains” or “Channels”) operated by Arena, each as listed

in the Assets and Domains Exhibit (together, the Partner Content, Domains and Channels are the “Assets”) (for the avoidance

of doubt, Arena properties not listed in the Assets and Domains Exhibit are not considered Domains, Channels or Assets and are not included

in this Agreement, except pursuant to future mutually executed amendment to this Agreement by the Parties);

WHEREAS RTB provides

a full-stack digital media and business operations platform (“Platform”), including digital publishing, video, subscriptions/memberships,

newsletter, advertising, apps, internal distribution, data management, reporting, and real-time payments and payment advances in partnership

with Coinbase, among other features;

WHEREAS RTB also provides

advertising sales and related operations, syndication/distribution relationships, digital marketing, and organizational services (together

with the Platform, the “Services”);

WHEREAS RTB maintains

a network of owned and/or operated web properties that make up a unified, mutually supporting coalition of premium media properties (“Coalition”);

WHEREAS Arena wishes

to utilize RTB’s Platform and Services for its Assets and have such Assets be part of its Coalition;

WHEREAS RTB wishes

to provide its Platform and Services to Arena (at RTB’s expense) and includes Arena as part of its Coalition;

WHEREAS the Parties

wish to share revenues (among other considerations as listed in the Agreement) attributable to Arena’s Assets that utilize RTB’s

Platform, Services and Coalition;

WHEREAS, RTB will provide

certain services, as more particularly described in this Agreement, for Arena, and Arena will grant certain licenses and rights of use

to RTB in connection with the business and services and convey to RTB certain intellectual property rights, as more particularly described

in this Agreement; and

WHEREAS the Parties

also wish to enter into Employee Sharing Agreements under which employees work toward common goals of the Parties, while RTB reimburses

certain expenses (as explicitly described herein to this Agreement) that may currently be borne by Arena

AGREEMENT

Therefore, the Parties agree as follows:

1. REVENUE

SHARING. The Revenue achieved during the Term that are attributable to the Assets’ operation on the Platform (and use of related

Services) shall be shared between the Parties pursuant to the further descriptions and clarifications as set forth in the Revenue Share

and Operations Exhibit.

2. RTB

LICENSED OPERATIONS. Subject to the terms and conditions of this Agreement and all applicable laws and applicable third-party agreements,

Arena (the “Licensor”) hereby grants to RTB (the “Licensee”) the right during the Term on the Platform to use

its Services to a) publish, produce, advertise, market, promote, distribute, and provide related functions and other applicable services

for the Arena Websites (listed in the Platform Features Exhibit), pursuant to the approval and migration procedures as set forth herein

this Agreement with respect to each such website, and b) to use Arena’s systems, technologies and vendors agreement to help RTB

perform and fulfill its obligations under this Agreement. Additionally, during the term of this Agreement, except for those third-party

sites hosted by Arena as of the Effective Date, Arena shall not, directly or indirectly, engage in, third party hosting offerings, or

services that are competitive with the products and services offered by RTB as of the Effective Date. Arena hereby reserves any and all

rights that are not expressly granted to RTB in this section or elsewhere in this Agreement.

2.1 Arena

Technology. Additionally, subject to the terms and conditions of this Agreement and all applicable laws and applicable third-party

agreements, within ninety (90) days of the Effective Date, Arena shall have on the terms and subject to the conditions of this Agreement,

delivered (or cause to have been delivered) to RTB (in a mutually-agreed form and format and pursuant to an agreed upon delivery mechanism,

including as set forth herein), full, perpetual and irrevocable control of a current carbon copy of the Arena Technology, including all

Documentation included therein. In the event a third party causes a delay in the delivery of the Arena Technology past the ninety (90)

day threshold, Arena will work in good faith to deliver the remaining Arena Technology in as reasonable a time frame as commercially possible.

In any such event Arena shall deliver login credentials within thirty (30) days from the Effective Date. Each Party shall have the right

to modify, adapt, enhance, improve, or otherwise create derivative works of the Arena Technology (“Modifications”), and such

Party shall exclusively own all right, title, and interest in and to all Modifications, including all intellectual property rights therein.

As more fully outlined in the Ownership Section of this Agreement, both Parties shall have a full, perpetual, irrevocable, and royalty

free license to use, implement and take commercial advantage of the Modifications for such Party’s business operations. Notwithstanding

the foregoing, the parties acknowledge and agree that Arena shall, as it currently does, independently fully own and control without restriction

its own version of the Arena Technology, provided that Arena may not sell, assign, license, or sublicense its own version of the Arena

Technology to any direct competitor of Arena or RTB as more specifically outlined in Exhibit 11. The Parties agree that this Exhibit 11

may be updated from time to time by mutual written consent of the Parties with such signing representative to be the CEO of Arena and

the CEO of RTB, and such written consent shall not be unreasonably withheld by either party. Except as part of a sale of RTB as a whole

or by written consent of Arena, RTB may not sell, license, sub-license or otherwise transfer the Arena Technology to any third party.

For the avoidance of doubt, during the Term of the Agreement, Arena acknowledges that it will work with RTB in good faith and with reasonable

advanced notice to limit or restrict the execution of new license(s), after the Effective Date, of media content to a hosting environment

that materially impairs the traffic, audience monetization, or programmatic yields managed by RTB on the Platform. Within ninety (90)

days from the Effective Date, the Parties shall align on a mutually agreeable framework for offering Infosentience services on the RTB

Platform Coalition.

Roundtable Strategic Platform Agreement - page 2

In exercising the foregoing

rights (and resulting obligations pursuant to this Agreement), RTB shall incur and pay all expenses or reimburse Arena for its payment

of such expenses related to such operations (including but not limited to applicable vendor and employee costs, as defined between the

parties in the Expense Payment Schedule Exhibit and Additional Terms Exhibit , which the parties agree may be updated from time to time

upon the mutual consent of the Parties. For existing vendors of Arena, in any interim period while RTB utilizes such Arena vendor agreements

(for sole purpose of supporting Arena) either within or alongside its Platform, then a) RTB and Arena shall cooperate in good faith with

respect to a) transitioning the vendor relationship and agreement from Arena to RTB - both legally and operationally, and b) Arena shall

set RTB as Arena’s limited-purpose Agent with respect to each such vendor to operate each vendor’s services under Arena’s

then-existing Agreement (until such can be properly migrated to an RTB agreement).

As consideration for the above

license and copy transfer, among other consideration listed herein to this Agreement, within two (2) weeks of the Effective Date, which

may be mutually extend by written consent of Arena, RTB shall cause its transfer agent to issue to Arena the number of shares of RTB’s

unregistered common stock, which equals the equivalent to Eleven and One-Half Million Dollars ($11,500,000) based on 10-day rolling volume-weighted

moving average (VWAP) being the closing price of RTB common stock for the five (5) days prior to and the five (5) days after this Agreement

is publicly disclosed via Form 8-K by RTB, provided that such price per share shall not be lower than the Nasdaq Official Closing Price

(NOCP) or the average NOCP for the five trading days prior to signing this Agreement.

Upon receipt of the common stock,

Arena (along with its affiliates and entities directly or indirectly controlled by Arena) agrees that (a) it will not sell more than 10%

of the total daily trading volume of the common stock on any calendar date, (b) it will not sell any common stock within the first thirty

(30) minutes of market opening or the last thirty (30) minutes prior to market closing, and (c) it will not effect any short sale of the

common stock, enter into any hedging, short derivative or similar transaction in the common stock, or engage in any manipulation of the

price of the common stock, and (d) prior to selling any common stock, it will first offer RTB the right to purchase such common stock

at a price to be agreed by the Parties, but in no event greater than the 5-day VWAP as of the date such offer was made in writing to RTB.

RTB shall give notice of their intent to purchase the common stock within three (3) days from receipt by Arena. The Parties agree that

the above stated restrictions shall only include sales on the open market and shall not restrict Arena as it relates to insider-to-insider

trades or private off-market block trades.

Direct payment of any expenses

by RTB will arise on the terms and schedules as set in each such current agreement, and RTB represents and warrants that it will make

such payments in full in a timely and compliant manner. Reimbursed payment shall follow the procedures listed in the Expense Payment Schedule

Exhibit and Additional Terms Exhibit. RTB acknowledges and agrees that RTB will fully cover any needs/changes in Arena facilities, sales

& marketing, marketing technology, and technology costs, provided that any such increase in Employee/Payroll Expenses shall not exceed

ten percent (10%) of the prior year’s amount without RTB’s written consent. Notwithstanding the foregoing, (a) pass-through

increases in variable and fixed vendor costs as implemented by any such vendor, (b) increases in variable costs directly associated with

a growth in Arena’s business, shall not be capped at a yearly percentage increase. Arena acknowledges and agrees that it will not

materially modify or add services to their vendor agreements, absent normal annual increases, without mutual agreement between the Parties

(and in the event of dispute or urgent needs in advance of such mutual agreement, the dispute resolution procedures will be used, but

Arena is not prohibited from addresses the identified urgent need in the interim).

3. PLATFORM

SERVICES, ACCESS & MIGRATION.

3.1 Use

Terms. RTB shall provide access to the Platform and the Services, subject to the terms of this Agreement. Except as expressly provided

otherwise in this Agreement, this Agreement is subject to the Platform Use Terms (“Platform Use Terms”), explicitly incorporated

herein as the Platform Use Terms Exhibit. For the avoidance of doubt, these Platform Use Terms may only be changed pursuant to a mutually

executed amendment to this Agreement by the Parties. All capitalized terms not defined in this Agreement have the meaning outlined in

the Platform Use Terms.

3.2 The Platform. RTB will,

at its own full cost and expense, build, host, maintain, operate, and administer the Platform and Services (as defined herein). Operation

and performance of the Platform and Services will at all times meet material parity on key functions and design and the minimum standards

and levels as described herein to this Agreement, including but not limited to all structural, design, data, payments, and technological

matters with respect to the Platform and Services, including, without limitation, the list of features and responsibilities described

in the Platform Features Exhibit hereto. Costs and expenses related to RTB’s i) migration and onboarding of Assets and ii) customizations

to the Platform and/or Services pursuant to this Agreement, shall be borne entirely by RTB.

Roundtable Strategic Platform Agreement - page 3

3.3 Access

to Services and Coalition Benefits.

(a). Access; Service Level.

RTB shall make the Platform and Services available for use by Partner pursuant to secure login in accordance with the Service Level Agreement,

set forth as the Service Level Agreement Exhibit. Partner shall provide RTB with read-access login to the Partner’s Google Analytics

account or other primary analytics-measuring tool used for the Domains.

(b). Ads.txt and Traffic

Assignment. Partner grants RTB, for so long as each specific item of the Assets is successfully hosted on the Platform (i) control

of ads.txt, if and when appropriate and applicable (based on mutual assessment of the advertising operations, systems, and advertising

accounts/agreements), with respect to the Domains and (ii) by mutual agreement, the right to include the Domains in the Coalition in a

consolidated listing assembled by third-party measurement companies such as comScore, Nielsen and/or other similar services selected by

RTB. RTB will bear all costs and expenses, as may be related to such Domain listing and/or traffic assignment. For the avoidance of doubt,

Arena’s existing seats, agreements, and licenses will be maintained – including for potential use with respect to Domains

on the Platform -- until such time as proper and functional RTB substitutes can be deployed, and the Parties mutually agree to such in

writing (by authorized personnel of each Party) and the associated expenses will be deemed to accrue to and be covered by RTB. Subject

to the foregoing clauses of this section, as appropriate given each proposed action (approval not to be unreasonably withheld), Arena

will promptly execute industry standard documents required to effect this section (provided that such documents contain no ancillary terms

or potentially harmful clauses to Arena and that Arena is treated no worse than any other third-party entities in the Coalition).

3.4 Launch

and Coalition Participation.

Launch; Launch Date.

Following the Effective Date, RTB and Partner shall cooperate to jointly create and develop a plan for Migration of Domains to the RTB

Platform, including creative and design. RTB shall be responsible for its own engineering work and expenses related to Migration (including

customizations and enhancements it makes to the Platform to support the Arena Migration effort). Partner will provide RTB with all necessary

rights and access reasonably required for the Migration, as set forth on the Migration Exhibit. Migration of Domains will be done consistent

with the then-current design and feature set capabilities of the Platform and other requirements defined in the aforementioned plan. Upon

acceptance of each new website by RTB and Partner, the new website shall be made publicly available on the Platform (the “Domain

Launch,” and the date of Launch, the “Domain Launch Date”). Only upon Domain Launch Date will the revenues generated

through the Platform that are attributable to any migrated Domain be considered as Revenue under this Agreement.

3.5 Ownership.

As between the Parties, (i) Partner and its subsidiaries or affiliates owns and retains all right, title, and interest in and to the Assets,

intellectual property, versions of technology as of the date such technology is shared with RTB, Arena Content, Third Party Content that

was provided to Arena on a work-for hire (or similar) basis, Domains, Asset Data collected by Partner, and Partner trademarks and branding,

(ii) Third Party Publishers owns and retains all right, title, and interest in and to the Third Party Content (except as such was provided

to Arena on a work-for-hire or similar basis), and (iii) RTB and its Affiliates own and retain all right, title, and interest in and to

the Platform, Services, Asset Data collected by RTB, RTB and its licensors’ trademarks and branding and all software and technology

RTB uses to provide and operate the Platform and Services; provided, however, that i) Arena-provided technology into the RTB Platform

shall be considered jointly yet independently owned (such that each Party may further use at its discretion), and ii) if there is joint

development under an Employee Sharing Agreement or otherwise (for purposes of example only, integration specs and APIs, reporting systems

and interfaces, etc.) then the Parties acknowledge and agree that it is the intent for both Parties to be able to fully and independently

use such work (whether for performance under this Agreement or other purposes), and if a specific Party is deemed “owner”

of such work, including the Modifications, it grants to the other Party a royalty free, perpetual, and irrevocable license to use such

work in any manner that it deems appropriate. Asset Data collected by RTB shall be provided to Arena, and the Parties will be considered

joint controllers of such data (with Arena as an intended co-owner), and Arena is permitted to independently use such data in its discretion.

Partner maintains and will at all times during the Term maintain ownership of and all renewal obligations for the domain names associated

with the Domains. Each Party reserves all other rights not expressly granted herein.

Roundtable Strategic Platform Agreement - page 4

3.6 New

Third-Party Domains. During the Term, Arena agrees that for new third-party top-level domains (excluding those under Arena affiliates

and/or acquired by Arena or its affiliates via acquisitions) that are not currently partnered with either Party, Arena will not compete

with RTB with respect to such hosted domain opportunities.

3.7 Prior

to commencing any Migration of media content to the Platform, RTB shall have at least $7,000,000 of unrestricted cash and cash equivalents.

Following commencement of the Migration, RTB’s audited yearly and auditor-reviewed quarterly financial statements shall not contain

any going-concern qualification indicating substantial doubt regarding RTB’s ability to continue as a going concern; provided, however,

that any failure to satisfy the foregoing covenant shall be deemed cured and shall not constitute a default if RTB’s financial statements

for the subsequent fiscal quarter, as audited or reviewed as applicable, do not contain any such going-concern qualification.

4. Sale

/ License / Cessation / Removal Of Assets Or Domains By Arena. Arena’s management team may, in its sole discretion and at any

time, i) sell, ii) license (for example, for a third party to take over an Arena brand or property), or iii) cease publication of any

of its brands and/or Domains, or additionally iv) de-platform and/or lose operational license to a third-party website, so long as Arena

complies with either (a)-(d) or (e) as set forth below:

(a). In the

event of a sale, the sold publishing portion of that Domain, brand and/or Asset must remain on or promptly be migrated to, as applicable,

the RTB Platform after any such sale, under the same revenue share obligations outlined herein between buyer and RTB for the remaining

duration of the then-current Term as set forth in Section 5.1 below;

(b). Any Asset

sold or licensed, the net proceeds shall be used to pay down the then-existing debt;

(c). Any Asset

or Domain shall not be sold for under 5X trailing twelve (12) months gross revenue;

(d). No Asset

or Domain shall be sold to Authentic Brands Group, Minute Media, or their respective Affiliates, without written consent of RTB. This

list may be updated from time to time by written consent of the parties, which shall not be unreasonably withheld; or

(e). Via a properly

noticed Proxy Vote, whereby a majority (over 50%) of the then-outstanding shares are entitled to vote cast in favor of a sale of certain

Assets, Domains and/or brands under the terms set forth by management of the Company and the Arena Board of Directors.

Notwithstanding the foregoing, (i) prior to de-platforming

and/or losing operational license to a third-party website, Arena shall offer to transfer its rights to such operational licenses to RTB,

subject to the third-party’s written approval, which RTB may accept or reject in its sole discretion, and (ii) prior to ceasing

publication of any of its brands and/or Domains, Arena shall consult in good faith with RTB to explore alternative uses of such brands

and/or Domains.

Roundtable Strategic Platform Agreement - page 5

5. TERM

AND TERMINATION.

5.1 Term.

The initial Agreement term (“Initial Term”) shall commence on the Effective Date and shall continue for a period of ten (10)

years from the Effective Date, unless earlier terminated pursuant to Section 5.3 (or as a termination provision may be listed elsewhere

in the Agreement).

5.2 Renewal.

At the end of the Initial Term (and any subsequent Renewal Term), the Agreement shall be automatically extended an additional twelve (12)

months (each a “Renewal Term”), unless a Party provides written notice of non-renewal at least sixty (60) prior to the end

of the then current Term period. Together the Initial Term and Renewal Term(s) (if any) are the “Term”.

5.3 Termination.

Either Party may terminate this Agreement as follows:

(a). Termination for

Breach. If a Party materially breaches this Agreement or any side letter referenced herein, and such breach causes material harm to

the non-breaching Party, and fails to cure such breach within thirty (30) days of receipt of notice of breach from the non-breaching Party,

then the non-breaching Party may terminate this Agreement on written notice to the breaching Party, provided that, except in the instance

of a breach for non-payment, in the event RTB disagrees with a breach claimed by Arena, RTB agrees to fund an Arena-chosen, technically

qualified, and non-conflicted consultant to act as an arbitrator. Such arbitration for breach shall be completed within thirty (30) days

but no later than sixty (60) days from the receipt of notice of breach. The Parties agree that they will timely respond to matters necessary

to participate and complete the arbitration within the timeline stated herein. Breaches for non-payment shall not be subject to the arbitrator

provisions as stated herein;

(b). Termination for Uncurable

Breach. If a Party materially breaches this Agreement or any side letter referenced herein, where such breach by its nature cannot

be cured, then the Parties shall enter into a fifteen (15) day negotiating period upon notice of breach from the non-breaching Party,

whereby the Parties may (but are not obligated to) agree to a wind-down process at the non-breaching party’s option or settle on

an alternative remedy; after such fifteen (15) day period has expired, if no alternate disposition of the breach has been agreed to by

executed memorandum by authorized personnel of each Party, the non-breaching Party may terminate the Agreement on written notice to the

breaching Party;. Notwithstanding the foregoing, in the event RTB disagrees with a breach, except in the instance of a breach for non-payment,

claimed by Arena, RTB agrees to fund an Arena-chosen, technically qualified, and non-conflicted consultant to act as an arbitrator. Such

arbitration for breach shall be completed within thirty (30) days but no later than sixty (60) days from the receipt of notice of breach.

The Parties agree that they will timely respond to matters necessary to participate and complete the arbitration within the timeline stated

herein. Breaches for non-payment shall not be subject to the arbitrator provisions as stated herein;

(c). Termination for Impairment.

If a Party is subject to any form of impairment (defined as follows), the other Party may terminate the Agreement on written notice to

the impaired Party; impairment means (i) a petition is filed, or any case, proceeding or other action is commenced against a Party seeking

to have an order for relief entered against it as debtor, or seeking reorganization, arrangement, adjustment, liquidation, dissolution,

or composition of its debts or other relief under any law relating to bankruptcy, insolvency, arrangement, reorganization, receivership,

or other debtor relief under the laws of the United States or any state or other competent jurisdiction and such proceeding is not dismissed

within ninety (90) days after the commencement thereof; or (ii) a court of competent jurisdiction enters an order for relief against a

Party as debtor, or an order, judgment or decree is entered appointing, with or without the consent or contest of a Party, a receiver,

trustee, custodian or other similar official for it, or for all or any part of its assets or properties, and such petition, case, proceeding,

action, order, judgment or decree is not be dismissed within ninety (90) days after being commenced;

Roundtable Strategic Platform Agreement - page 6

(d). Termination for

Cause. If a Party engages in conduct that a court of competent jurisdiction determines is illegal or fraudulent that is demonstrably

and materially injurious to the other Party, or an officer or director of a Party is convicted of, or enters a plea of guilty or nolo

contendre to a felony involving fraud that is demonstrably and materially injurious to the rights or reasonable public perception of the

other Party under this Agreement, then the other Party may terminate the Agreement on written notice;

(e). Termination for

Corporate Reasons. The mutual intent of the Parties is to execute a side letter describing certain corporate actions (which actions

may be either a certain condition precedent to the Effective Date and/or a future obligation of a Party); in the event a Party does not

fulfill any of its obligations as may be listed in such executed side letter within the required time frame, then the other Party may

terminate this Agreement on written notice.

5.4 Effect

of Termination. See Platform Use Terms

5.5 Asset

Removal From Platform. Arena may reassert platform control for any Domain upon RTB’s uncured or uncurable breach of the Agreement,

provided that, before any such removal, in the event RTB disagrees with a breach claimed by Arena, RTB agrees to fund an Arena-chosen,

technically qualified, and non-conflicted consultant to act as an arbitrator. Such arbitration shall be completed within thirty (30) days

but no later than sixty (60) days from the receipt of notice of breach. The Parties agree that they will timely respond to matters necessary

to participate and complete the arbitration within the timeline stated herein

6. MISCELLANEOUS

PROVISIONS.

6.1 Choice

of Law, Venue, and Jury Trial Waiver. Delaware law governs this Agreement without regard to principles of conflicts of law. Except

as otherwise expressly provided in Sections 5.3(a), 5.3(b), and 5.5, the Parties shall each submit to the exclusive jurisdiction of the

State and Federal courts in Delaware, and expressly submit and consent in advance to such jurisdiction in any action or suit commenced

in any such court, and waive any objection that they may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens

and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. To the fullest extent permitted

by applicable law, each Party waives its right to a jury trial of any cause of action arising out of this Agreement.

6.2 Assignment.

Either Party may assign this Agreement without the prior written consent of the other Party to i) an Affiliate, or ii) an entity that

acquires the majority of its business or assets, but the other Party shall be notified within 30 days of such assignment. Except for those

exceptions outlined herein, neither Party shall assign this Agreement without prior written consent, which shall not be unreasonably withheld.

This Agreement will benefit and bind the permitted successors and assigns of the Parties. Nothing expressed or implied in this Agreement

is intended to confer, nor shall anything herein confer, upon any person other than the parties and the respective successors or assigns

of the parties, any rights, remedies, obligations or liabilities whatsoever except as expressly set forth in this Agreement.

6.3 Expenses.

Except as stated otherwise, each Party hereto shall bear its own fees and expenses in connection with the development and execution of

this Agreement and the transactions contemplated herein.

Roundtable Strategic Platform Agreement - page 7

6.4 Entire

Agreement. The terms and conditions herein, including exhibits and schedules attached or referenced herein, constitute the entire

agreement between the Parties and supersede all previous agreements and understandings, whether oral or written, between the Parties hereto

with respect to the subject matter hereof.

6.5 Relationship

of the Parties. Nothing herein shall be construed to create a joint venture or partnership between the Parties or an agency relationship.

Except as provided in this Agreement, neither Party hereto shall have any express or implied right or authority to assume or create any

obligations or incur expenses on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or

undertaking with any third party.

6.6 Governing

Law; Jurisdiction. This Agreement will be governed by and interpreted in accordance with the laws of the United States of America

and the laws of the State of Delaware, without reference to conflict of laws principles. In the event of a dispute, each Party submits

itself to the exclusive jurisdiction of the state and federal courts located in Delaware.

6.7 No

Public Announcements. Unless otherwise required by applicable Law or regulations (based upon the reasonable advice of counsel), neither

Party shall make any public announcements in respect of this Agreement, including any of the terms thereof, or the transactions contemplated

hereby or communicate with any news media without the other Party’s specific prior written consent (by authorized personnel of a

Party), and the Parties shall cooperate as to the timing and contents of any such agreed announcement(s).

6.8 Interpretation.

Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.

The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation

of this Agreement.

6.9 Waiver

and Amendment. No modification, amendment, or waiver of any provision of this Agreement will be effective unless such amendment or

waiver is made in writing and signed by authorized representatives of both Parties.

6.10 Severability.

If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall be otherwise rendered

invalid, the remainder of this Agreement shall not be affected thereby.

6.11 Counterparts.

This Agreement may be executed in any number of counterparts by original signature or electronic signature, each such counterpart shall

be an original instrument, and all such counterparts together shall constitute one and the same agreement.

[Remainder of the Page Intentional Left Blank

– Signature Page to Follow]

Roundtable Strategic Platform Agreement - page 8

SIGNATURE PAGE TO ROUNDTABLE STRATEGIC PLATFORM

AGREEMENT

The parties have executed this Agreement

on the respective dates set forth below.

COMPANY:

RTB DIGITAL, INC. dba ROUNDTABLE

By:

Name:

Title:

Date:

September 14, 2026

PARTNER:

Paradium.AI, Inc.

By:

Name:

Title:

Date:

September 14, 2026

Roundtable Strategic Platform Agreement - page 9

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