Summary of the Merger Agreement

Based on an agreed $41.25 million pre-money enterprise value of the combined companies, upon closing and subject to additional financing transactions, initial ownership participation is expected to be:

• 15.15% RYVYL stockholders and 84.85% RTB stockholders.
• Additional $33 Million already completed and in the treasury, will equally dilute all shareholders, post merger.

Future financing transactions will proportionately dilute both parties.

Closing is subject to customary conditions and approval by the stockholders of RYVYL. The proxy is expected to be mailed in October, with the RYVYL stockholders' meeting to be held in Q4, 2025. Upon closing:

• Heckman will become CEO, with Comer as Chairman;
• Oliva will be retained as EVP/Finance and Chief Accounting Officer reporting to Heckman;
• The company will change its name to RTB Digital, Inc, doing business as "Roundtable"; and
• RTB will appoint 6 new directors and retain independent director Brett Moyer; all other incumbent directors of RYVYL will step down.