Form 8-K

8-K — RTB Digital, Inc.

Accession: 0001185185-26-004068

Filed: 2026-09-16

Period: 2026-09-10

CIK: 0001419275

SIC: 8742 (SERVICES-MANAGEMENT CONSULTING SERVICES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — rtb8k091626.htm (Primary)

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

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Filename: rtb8k091626.htm · Sequence: 1

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0001419275

2026-09-10

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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 10, 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 5.02. Departure of Directors or Certain Officers; Election

of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 10, 2026, RTB Digital, Inc. (the “Company”)

entered into an Executive Services Agreement (the “Agreement”) with Heckman Media LLC (“HM”), pursuant to which

HM will provide the services of James Heckman to the Company as its Chief Executive Officer. The Company will pay various amounts to HM,

including periodic cash amounts, cash bonus amounts and equity awards based on revenue, profits and share price growth of the Company.

The Agreement has been made effective as of June 1, 2026, to reflect the fact that Mr. Heckman has been providing services to the Company

since its merger acquisition of RTB Digital, Inc, and has a term ending December 31, 2030, unless earlier terminated in accordance with

its terms. HM is a limited liability company wholly owned and controlled by Mr. Heckman

The Agreement also provides that so long as Mr. Heckman is the

Company’s Chief Executive Officer, he will be a director of the Company, subject to the ordinary nomination and election process

for all directors.

Under the Agreement, HM will receive compensation for Mr. Heckman’s

services consisting of: (i) a monthly base salary of $50,000 beginning January 1, 2027 through the remainder of the term; (ii) a bonus

to the base salary of $25,000 per month, from June 1, 2026 through December 31, 2026, including $195,000 in retroactive compensation for

June through August 2026, net of certain amounts previously paid; and (iii) an initial cash bonus of $250,000, payable within five days

following execution of the Agreement, in each case subject to the terms of the Agreement, as a result of recently achieving certain milestones.

HM is eligible for annual performance cash bonuses equal to 50%

of the annual base salary upon achievement of EBITDA-positive run-rate performance, excluding stock-based compensation, and 100% of the

annual base salary upon the Company’s achievement of $100 million in EBITDA-positive revenue, excluding stock-based compensation,

on a run-rate basis, subject to dilution caps.

The Agreement provides for potential milestone incentive RSU awards,

in connection with the Company’s May 2026 merger and Nasdaq listing and upon the Company’s achievement of $100 million in

revenue on a run-rate basis. In each case, the award is intended to result in HM, together with other equity interests of Mr. Heckman

in the Company, holding the lesser of 10% of the Company’s fully diluted capitalization, subject to a 34,700,000-share capitalization

cap, or 3,470,000 shares of common stock in the aggregate. The contemplated milestone incentives are subject to the Company’s equity

incentive plan, definitive documentation, applicable legal and exchange requirements, and required Board and stockholder approvals and

verification of reaching milestones.

The Agreement provides potential annual long-term, milestone-based

incentive equity awards for 2027 through 2031, based on achieving stock-price appreciation targets, subject to the terms of the Company’s

long-term incentive plan, applicable board approvals and verification.

HM will be reimbursed for health care coverage it provides for

Mr. Heckman and his family, but neither HM or Mr. Heckman will not otherwise participate in general Company employee benefit plans. HM

will be reimbursed for reasonable business expenses incurred by Mr. Heckman. HM and Mr. Heckman are also covered by the Company’s

standard Non-disclosure, Non-Competition, Non-Solicitation and Inventions Assignment Agreement.

If the Company terminates the services of Mr. Heckman’s

Without Cause, or if HM resigns the engagement for Good Reason, the Agreement provides for payment of accrued obligations and cash severance

equal to 12 months of base salary, payable in equal monthly installments over 12 months, subject to execution of a separation agreement

and general release of claims. If Mr. Heckman’s services are terminated Without Cause following a Change of Control, the unvested

equity awards and Company shares will fully vest, and the Company must offer to repurchase 50% of his Company shares at the five-trading-day

VWAP specified in the Agreement.

The foregoing description of the Agreement is qualified in its

entirety by reference to the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Name of Exhibit

10.1*†

Executive Services Agreement, dated September 10, 2026, by and among RTB Digital, Inc., Heckman Media LLC and James Heckman.

104*

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

Filed or furnished herewith

†

Management employment agreement

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 16, 2026

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: rtbex10-1.htm · Sequence: 2

Exhibit

10.1

RTB

Digital Inc.

4300 University Way NE, Suite C

A 98105, Seattle

+1 ‪(267)

329-9366

Executive

Services Agreement

This

Executive Services (the “Agreement”) is entered into by and between RTB Digital, Inc., a Nevada corporation (the “Company”),

and Heckman Media LLC, a Puerto Rico founded limited liability company (the “LLC”), of which James Heckman is its sole member

and its sole manager, effective as of June 1, 2026 (the “Effective Date”). This Agreement is being entered into with the

LLC with the understanding that the LLC will provide the services of Mr. Heckman (“Executive”), and no other, as the Chief

Executive Officer of the Company and such other service positions as determined by the Board of Directors (“Board”) of the

Company, in accordance with the constituent documents of the Company.

Recitals

WHEREAS,

Executive founded the pre-merger operations of the Company through the wholly owned subsidiary of the Company acquired in May 2026, and

has served as the pre-merger subsidiary’s Chief Executive Officer, principal executive leader, strategic architect and member of

the Board; and the Company recognizes that Executive’s compensation and equity are currently for its chief executive and principal

architect and visionary of the Company’s product, strategy, partnerships, financing path, market opportunity and value;

WHEREAS,

the Company further recognizes the Executive has focused on execution, financing, strategic partnerships, technology deployment, Nasdaq-related

activity, publisher growth, and enterprise development, rather than a formal employment agreement for himself;

WHEREAS,

the Company now desires to memorialize Executive’s employment terms and provide a compensation and equity structure intended, in

part, to true up the historical gap created by Executive’s below-market compensation, comparatively low equity ownership and recognize

the achievements thus far, positioning the Company for an opportunity of success;

WHEREAS,

the Company intends for the equity to be issued primarily as restricted stock units (“RSUs”), rather than options, to address

the value created by Heckman, including the Company’s most significant value growth;

WHEREAS,

the Company desires to continue employing Executive through the LLC, as Chief Executive Officer and his ongoing role as a Director of

the Company, and Executive desires to continue serving in those capacities, subject to the terms and conditions set forth below.

NOW,

THEREFORE, the parties agree as follows:

1. Position

and Duties

Executive

shall serve as Chief Executive Officer of the Company. As Chief Executive Officer, Executive shall report to the Company’s Board

and shall have such duties, authority, and responsibilities as are customary for the chief executive officer of a similarly situated

company, together with such additional duties as may be assigned by the Board consistent with Executive’s position.

The

Company agrees that so long as Executive is engaged as the Chief Executive Officer, it will take reasonable action to recommend to the

compensation committee to nominate Executive, in his personal capacity only, as a director candidate for the Board of the Company, and

subject to the decision of the Board, to recommend his election as a director. If the Executive is not nominated or elected, then the

Board, in its sole discretion, may appoint the Executive to a directorship.

Executive

shall devote his regular business time, attention, skill, and efforts to the performance of his duties for the Company, subject to reasonable

time for personal investments, charitable activities, advisory roles, board service, and other activities that do not materially interfere

with Executive’s duties to the Company. LLC agrees that it will not engage with any other entity or person that would cause the

Executive and LLC not to be able to full the terms of this Agreement.

RTB

Digital Inc.

4300 University Way NE, Suite C

A 98105, Seattle

+1 ‪(267)

329-9366

2. Term

The

term of this Agreement shall commence on June 1, 2026, and continue for approximately five years, through December 31, 2030, unless earlier

terminated in accordance with this Agreement. For purposes of vesting and any applicable equity lock-up periods, the parties agree that

January 1, 2026, shall be treated as the applicable commencement date, in recognition of unavoidable circumstances delayed Executive

Agreement, while the Company was focused on key strategic items, such as Nasdaq listing. Notwithstanding the foregoing, no Agreement

existed before mutual execution by the parties, and neither the Company nor its Board had any liability to the Executive under this Agreement

prior to mutual execution.

3. Base

Salary

Executive

shall receive a base salary of $75,000 per month, payable in accordance with the Company’s regular payroll practices and subject

to applicable withholdings, and shall be paid retroactively to June 1, 2026, and commencing January 1, 2027, for the balance of the term

of this Agreement, Executive will be paid a base salary of $50,000 per month, payable in accordance with the Company’s regular

payroll practices and subject to applicable withholdings. For the avoidance of doubt, on or about September , 2026, Company

shall pay Executive retroactive compensation (for June, July, and August 2026, net of certain amounts already paid) in an aggregate amount

equal to $195,000.

4. Initial

Bonus Compensation

Any

bonus in this section or future sections shall not be executed without assurance the company has sufficient cash to support such bonuses,

which means partial payments or payments at a later date (approved by audit and/or compensation committee) will be made, so as the objective

of the compensation may be met. For the avoidance of doubt, it is possible that the payments may not be made and the Company through

the compensation committee will negotiate in good faith to resolve the compensation arrangements.

recognition of Executive’s under-compensation, contributions and services since the merger, the Company shall pay Executive an

initial bonus of $250,000, payable within five (5) days of execution of this Agreement.

5. Annual

Performance; Bonuses

Executive

shall be eligible for annual performance bonuses in at least the amounts as set forth below pursuant to the annual incentive plan (“AIP”)

adopted by the Board and approved by the Company’s shareholders. Terms that are capitalized but otherwise undefined in this Section

5 shall have the definitions ascribed to them pursuant to the Company’s AIP or other equity incentive plan(s).

a. Fifty

Percent Annual Bonus. Executive shall receive an annual bonus equal to 50% of annual base salary upon achievement of

EBITDA-Positive (less stock compensation) Run-Rate Performance for the year ending Q4 2026, and thereafter on an annual

basis.

RTB

Digital Inc.

4300 University Way NE, Suite C

A 98105, Seattle

+1 ‪(267)

329-9366

b. One

Hundred Percent Annual Bonus. Executive shall be eligible to receive an annual bonus equal to 100% of Executive’s annual

base salary upon the Company achieving $100 million in EBTIDA+ Revenue (less stock compensation) on a Run-Rate Basis.

Performance

determinations shall be made by the Board’s audit committee and adopted by the Company’s shareholders pursuant to the AIP

and the Company’s other applicable equity incentive plan(s).

6. Equity

Award and Voting Share Treatment

stated in the preamble, the equity awards described in this Agreement are intended, in part, to true up the historical ownership gap

and align Executive’s equity with the value he has created for the Company and is expected to continue creating for stockholders.

7. Equity

Bonuses for Transformative Events

The

Company shall grant Executive RSUs as follows:

a. Nasdaq

Merger. As a result of completion of the Company’s merger of May 12, 2026, and listing of the common stock of the Company on

Nasdaq, the LLC or Executive (as they determine between themselves) shall receive an equity award so that Executive and LLC own the lesser

of (i) 10% of the Company’s fully diluted capitalization, calculated after giving effect the issued and outstanding shares owned

by LLC and/or Executive, to the contemplated 2026 equity award plan and all then-current strategic warrants, options, board grants, advisory

shares, and other equity-linked securities (fully diluted), provided that, for purposes of this clause (i), the Company’s fully

diluted capitalization shall not exceed 34,700,000 shares of Common Stock (the “Nasdaq True-up”), or (ii) 3,470,000 shares

in the aggregate. Such issuance shall be issued pursuant to the 2026 equity incentive plan and shall be subject to a three-year vesting

schedule with one-third of the shares vesting on the first anniversary of the issuance date, and the remaining two-thirds vesting quarterly

thereafter in equal installments for the following twenty-four (24) months. For the avoidance of doubt, the foregoing 10% ownership interest

is not in addition to any shares of common stock or other equity securities already owned by Executive and/or the LLC; rather, following

the contemplated issuance, Executive and LLC shall collectively own an aggregate equity interest equal to the lesser of 10% of the Company’s

fully diluted capitalization, calculated as provided above and subject to the 34,700,000 share cap set forth above, and 3,470,000 shares

of Common Stock in the aggregate.

b. $100

Million Revenue Scale. Upon the Company achieving a first time, during the initial term of this Agreement, $100 million in Revenue

on a Run-Rate Basis (without going-concern danger), Executive shall receive a second equity award in RSU’s, so Executive and LLC

own the lesser of (i) 10% of the Company’s fully diluted capitalization, calculated after giving effect to any dilution, warrants,

strategic shares, options, or other equity-linked securities issued or contemplated, including in connection with the transaction or

event that may have helped produce such revenue scale, or otherwise upon achievement of such revenue threshold,, provided that, for purposes

of this clause (i), the Company’s fully diluted capitalization shall not exceed 34,700,000 shares of Common Stock or (ii) 3,470,000

shares in the aggregate. Such issuance shall be issued pursuant to the Company’s then-current equity plan and shall be subject

to a three-year vesting schedule with one-third of the shares vesting on the first anniversary of the issuance date, and the remaining

two-thirds vesting quarterly thereafter in equal installments for the following twenty-four (24) months. For the avoidance of doubt,

the foregoing 10% ownership interest is not in addition to any shares of common stock or other equity securities already owned by Executive

and/or the LLC, including, without limitation, the Nasdaq True-Up; rather, following the contemplated issuance, Executive and LLC shall

collectively own an aggregate equity interest equal to the lessor of 10% of the Company’s fully diluted capitalization, calculated

as provided above, and subject to the 34,700,000 share cap set forth above, and 3,470,000 shares of Common Stock in the aggregate.

RTB

Digital Inc.

4300 University Way NE, Suite C

A 98105, Seattle

+1 ‪(267)

329-9366

All

equity awards, provided for in this Agreement, regardless of the section, shall be subject to formal documentation, applicable law, securities

compliance requirements, stockholder or Board approval where required, and the terms of the Company’s equity incentive plan or

other applicable governing documents. If the equity plan is not approved, then the equity grants will be forfeited and of no further

force and effect and the terms of this Agreement in respect of the equity compensation will be removed from this Agreement, being of

no effect. Terms that are capitalized but otherwise undefined in this Section 7 shall have the definitions ascribed to them pursuant

to the Company’s equity incentive plan(s).

8. Equity

Bonus for Extraordinary Shareholder Returns

Executive

shall be eligible to receive additional equity compensation, pursuant to the long term incentive plan (“LTIP”) adopted by

the Board and approved by the Company’s shareholders, based on significant increases in Company equity value and shareholder returns,

as follows:

the Company’s stock has a sustainable market price, measured by a 60-day volume-weighted average price (“VWAP”) (and

such VWAP measurement date shall commence following the filling of the Form 10-K for the relevant year); and a liquid market for the

Company’s stock sufficient to support a reliable valuation and orderly market trading (as determined reasonably by the Board’s

audit committee - and if in question, such shares below will come with sufficient restrictions as to not materially negatively affect

share price), Executive shall receive incentive equity bonuses as follows:

2027.

Executive shall receive an equity bonus equal to 10% of the Incremental Equity Value Gain (as measured based on the VWAP per share from

the period one year prior to the current measurement period. For the sake of clarity, such Incremental Equity Value Gain shall be based

on the stock price change, not the market cap gain) from the Company’s Q4 2026 Rewarded Value Baseline, payable in shares based

on the applicable Q4 ‘27 VWAP, if the gain is greater than 20%.

2028.

Executive shall receive an equity bonus equal to 10% of the Incremental Equity Value Gain (as measured based on the VWAP per share from

the period one year prior to the current measurement period. For the sake of clarity, such Incremental Equity Value Gain shall be based

on the stock price change, not the market cap gain) from the Company’s 2027 Rewarded Value Baseline, payable in shares based on

the applicable Q4 ‘28 VWAP, if the gain is greater than 20%.

2029.

Executive shall receive an equity bonus equal to 10% of the Incremental Equity Value Gain (as measured based on the VWAP per share from

the period one year prior to the current measurement period. For the sake of clarity, such Incremental Equity Value Gain shall be based

on the stock price change, not the market cap gain) from the Company’s 2028 Rewarded Value Baseline, payable in shares based on

the applicable Q4 ‘29 VWAP, if the gain is greater than 20%.

2030.

Executive shall receive an equity bonus equal to 10% of the Incremental Equity Value Gain (as measured based on the VWAP per share from

the period one year prior to the current measurement period. For the sake of clarity, such Incremental Equity Value Gain shall be based

on the stock price change, not the market cap gain) from the Company’s 2029 Rewarded Value Baseline, payable in shares based on

the applicable Q4 ‘30 VWAP, if the gain is greater than 15%.

RTB

Digital Inc.

4300 University Way NE, Suite C

A 98105, Seattle

+1 ‪(267)

329-9366

2031.

Executive shall receive an equity bonus equal to 10% of the Incremental Equity Value Gain (as measured based on the VWAP per share from

the period one year prior to the current measurement period. For the sake of clarity, such Incremental Equity Value Gain shall be based

on the stock price change, not the market cap gain) from the Company’s 2030 Rewarded Value Baseline, payable in shares based on

the applicable Q4 ‘31 VWAP, if the gain is greater than 15%.

Grant

Cap. Notwithstanding anything to the contrary in this Section 8, the number of shares issuable pursuant to each equity bonus under

this Section 8 shall not exceed 10% of the Company’s outstanding share count, calculated after giving effect to the applicable

equity bonus; provided, however, that, for purposes of determining such maximum number of shares, the Company’s outstanding share

count shall not exceed 34,700,000 shares of Common Stock.

The

intent of this provision is to reward Executive for extraordinary incremental shareholder value creation above the last rewarded equity

gain, without double-counting value already rewarded in a prior period; just incremental gain.

Terms

that are capitalized but otherwise undefined in this Section 8 shall have the definitions ascribed to them pursuant to the Company’s

LTIP and other applicable equity incentive plan(s).

9. Equity

Documentation and Approvals

The

Board is in the process of approving and processing strategic, internal, board, advisory, warrant, options, RSU, and other equity grants.

Executive’s equity awards and rights in respect of the awards shall be documented through formal equity award agreements, Board

approvals, stockholder approvals where required, and applicable plan documents.

the extent any provision of this Agreement requires additional action to comply with federal securities laws, state corporate law, exchange

requirements, tax rules, or Company governance requirements, the Company shall take commercially reasonable steps to implement the intended

economic rights described herein.

10. Tax

Treatment and Withholding

All

compensation, bonuses, equity awards, and other payments under this Agreement shall be subject to applicable federal, state, local, and

other tax withholding requirements. Executive shall be responsible for his own tax planning, tax payments and shall consult his own tax

advisor regarding the tax consequences of this Agreement, including any potential issues under Section 409A of the Internal Revenue Code.

The

LLC and Executive understand that the employment arrangement of LLC as the contracting party and the LLC providing to the Company the

services of Executive, was solely at the request of the LLC and Executive, so as to be treated by the Company as an independent contractor

for federal, state, and local tax purposes, rather than as an employee receiving compensation reported on Form W-2. LLC and Executive

represent that each has independently considered the tax consequences of such treatment and understands that, if properly classified

as an independent contractor, LLC and Executive are solely responsible for all taxes, assessments, and other Federal, state and local

governmental charges arising from or relating to the compensation paid hereunder, including, without limitation, federal, state, and

local income taxes; self-employment taxes; Social Security and Medicare taxes; unemployment or similar taxes applicable to LLC and Executive;

estimated tax payments; and any interest or penalties associated therewith. To the fullest extent permitted by applicable law, LLC and

Executive, jointly and severally, shall indemnify, defend, and hold harmless the Company and its affiliates, and each of their respective

officers, directors, managers, employees, agents, and representatives, from and against any and all taxes, assessments, liabilities,

claims, losses, damages, costs, interest, penalties, and reasonable attorneys’ fees and expenses arising out of or relating to:

a. LLC’s

and/or Executive’s election or request to be treated as an independent contractor rather than an employee;

RTB

Digital Inc.

4300 University Way NE, Suite C

A 98105, Seattle

+1 ‪(267)

329-9366

b. LLC’s

and/or Executive’s failure to timely or properly report or pay any taxes for which either the LLC and/or Executive is responsible

in connection with amounts paid by the Company hereunder;

c. any

claim directly or indirectly asserted by LLC and/or Employee that the Company was required to withhold or remit taxes from amounts paid

to LLC and/or Executive as an employee, to the extent such claim arises from or relates to LLC’s and/or Executive’s election

or request for independent-contractor treatment; and

d. any

governmental assessment against LLC and/or Employee arising from LLC’s and/or Executive’s failure to satisfy their respective

tax obligations associated with the compensation paid by the Company.

11. Benefits

and Expenses

The

Company will reimburse the LLC for the reasonable cost of full health care coverage, including reasonable boutique health coverage concierge

and costs related to his wife’s added cancer risks and consequences as mutually agreed by the Board and Executive from time to

time.

The

Company shall reimburse the LLC for reasonable business expenses incurred in the performance of Executive’s duties, subject to

the Company’s expense reimbursement policies and proper documentation, which includes the cost of reasonable office space in Puerto

Rico for a single person.

12. Confidentiality

and Company Property

The

LLC and Executive have entered into a separate Non-Disclosure, Non-Competition, Non-Solicitation and Inventions Assignment Agreement,

which is intended to provide that the LLC and Executive (i) shall continue to protect and maintain the confidentiality of the Company’s

non-public information, trade secrets, intellectual property, business plans, financial information, partner information, investor information,

technical information, and strategic opportunities, (b) make clear that all Company property, documents, data, records, intellectual

property, work product, systems, passwords, devices, and materials created, received, or maintained by Executive in connection with his

employment shall remain the property of the Company.

13. Termination

This

Agreement may be terminated before the end of the five-year term by the Company, by Executive, by mutual agreement, due to death or disability,

or as otherwise permitted by law.

the Company terminates Executive without Cause, or Executive resigns for Good Reason, the Company shall pay Executive all accrued but

unpaid salary, earned bonuses - including any equity bonus that would be owed up and through the end of the yet-to-start year, unpaid

compensation, reimbursable expenses, vested equity, and cash equal to twelve (12) months of Executive’s base salary payable in

equal monthly installments over the period of twelve (12) months, beginning within thirty (30) days of Executive’s execution of

the Company’s then-current form of separation agreement and general release of claims. If Terminated without Cause after Change

of Control, then (a) all unvested equity awards and shares of Company stock held by Executive shall immediately and fully vest, and (b)

the Company shall offer to purchase, and Executive may accept or reject such offer in his sole discretion, fifty percent (50%) of the

shares of Company stock then owned by Executive, including the shares subject to the acceleration described in clause (a), for cash at

a purchase price per share equal to the five (5) trading day VWAP ending on the Trading Day immediately preceding the date of Executive’s

termination. The Company’s offer shall remain open for acceptance by Executive for thirty (30) days following the date of such

offer.

“Cause”

shall mean fraud, willful misconduct, material breach of fiduciary duty, material violation of law, material breach of this Agreement,

in each case after written notice and a reasonable opportunity to cure where curable.

“Change

of Control” means the consummation of a merger, consolidation, reorganization, or similar transaction involving the Company, other

than a transaction in which (a) the holders of the Company’s voting securities immediately prior to the transaction continue to

hold, directly or indirectly, more than fifty percent (50%) of the combined voting power of the surviving or resulting entity’s

outstanding voting securities immediately following the transaction, and (b) no Person or group other than such continuing holders becomes

the beneficial owner of more than fifty percent (50%) of such voting power.

RTB

Digital Inc.

4300 University Way NE, Suite C

A 98105, Seattle

+1 ‪(267)

329-9366

“Good

Reason” shall mean a material reduction in title, authority, duties, compensation, reporting relationship, or a material breach

by the Company of this Agreement, in each case after written notice and a reasonable opportunity to cure.

Upon

any termination of employment of the Executive, he will be deemed to have resigned from all employee, executive and director positions

held either as a contractor or individual, of the Company, its subsidiaries and affiliates, effective immediately as of the termination

date.

14. Indemnification

Other

than any indemnification for taxes for which the LLC and Heckman will jointly and severally indemnify the Company, pursuant to Section

10, the Company shall indemnify Executive to the fullest extent permitted by law and by the Company’s governing documents for actions

taken in reasonable good faith for the benefit of the Company, within the scope of his duties as Chief Executive Officer. The Company

shall maintain directors and officers liability insurance covering Executive as employed through the LLC, on terms no less favorable

than those provided to other senior executives and directors. For the avoidance of doubt, the Company will not indemnify the LLC or Heckman

for any action taken solely on behalf of the LLC and Heckman’s actions that are apart from his engagement as an Executive with

the Company.

15. Entire

Agreement

This

Agreement, the Non-Disclosure, Non-Competition, Non-Solicitation and Inventions Assignment Agreement,, any separate director employment

agreement, and the equity plan and specific equity award agreements, as to their respective subject matter, constitutes the entire agreement

between the Company, LLC and Executive with respect to the subject matter of the employment of the LLC and Executive and supersedes any

prior oral or written understandings regarding the employment compensation hereof, except for any rights or agreements expressly preserved

in writing.

16. Amendments

This

Agreement may be amended only by a written agreement signed by LLC and Executive on the one hand and an authorized representative of

the Company on the other hand following approval by the Board, compensation committee of the Board and any authorized committee.

17. Governing

Law

This

Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to conflict-of-law principles.

18. Counterparts

and Electronic Signatures

This

Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together

shall constitute one agreement.

RTB

Digital Inc.

4300 University Way NE, Suite C

A 98105, Seattle

+1 ‪(267)

329-9366

Accepted

and Agreed as of September , 2026:

RTB DIGITAL, INC.

By:

Name:

Title:

HECKMAN MEDIA LLC

By James Heckman, authorized signatory

Signature:

EXECUTIVE

James Heckman

Signature:

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Sep. 10, 2026

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