#1Oloverstock. Q4 & FY 2018 Earnings Call 7357#2Forward-Looking Statements The information presented herein may contain forward-looking statements. Such forward-looking statements include all statements other than statements of historical fact, including forecasts of trends. You should not place undue reliance on any forward-looking statements, which speak only as of the date they were made. We undertake no obligation to update any forward-looking statements as a result of any new information, future developments or otherwise. Forward-looking statements are inherently difficult to predict. Accordingly, actual results could differ materially for a variety of reasons, including, but not limited to, the amount and timing of our capital expenditures, results of our ongoing review of strategic initiatives including the possible sale of our e-commerce business, initiatives to improve the performance of our retail business and the recent reduction in our workforce, adverse tax, regulatory or legal developments, competition, and any inability to achieve profitability, generate positive cash flow from operations, raise capital, or borrow funds on acceptable terms. Other risks and uncertainties include, among others, the inherent risks associated with the businesses that Medici Ventures and tZERO are pursuing, including whether tZERO's joint venture with Box Digital Markets, LLC will be able to achieve its objectives, the regulatory, technical, operational and other obstacles tZERO faces in each of its initiatives, the effects of key business personnel moving from our retail business to our Medici Ventures, Inc. and tZERO businesses or otherwise leaving, our continually evolving business model, difficulties we may have with our infrastructure, our fulfillment partners or our payment processors, including cyber-attacks or data breaches affecting us or any of them, and difficulties we may have with our search engine optimization results. More information about factors that could potentially affect our financial results is included in our Form 10-K for the year ended December 31, 2018, which was filed with the Securities and Exchange Commission on March 18, 2019, and in our subsequent filings with the Securities and Exchange Commission. Additionally, certain statements included herein, including our statements regarding the estimated value of blockchain exchanges are based upon third-party sources over whom we exercise no control; to the extent any of these third-party statements are incorrect our statements regarding the corresponding estimated value may also be incorrect. The Form 10-K, and our subsequent filings with the Securities and Exchange Commission identify important factors that could cause our actual results to differ materially from those contained in or contemplated by our projections, estimates and other forward-looking statements. overstock. 2#3Agenda 1. Medici Ventures - A Blockchain Technology Stack for Civilization A. tZERO: Building Our Lead B. Other Medici Portfolio Companies 2. Retail - The Ship's New Course: $10 Million Positive Operating Cash Flow in 2019 3. Strategic Alternatives 4. Summary 5. Q&A overstock. 7357#4D overstock. MEDICI VENTURES A Blockchain Technology Stack for Civilization A MEDICI VENTURES#5overstock. 或 “Country” 同 5 MEDICI VENTURES#6overstock. X OV Mouths (People) 6 A MEDICI VENTURES#7overstock. at Land A 7 MEDICI VENTURES#8overstock. i २ Spear न 8 MEDICI VENTURES#9overstock. 或 “Country” 同 MEDICI VENTURES#10Blockchain Technology Stack for Civilization overstock. A 10 MEDICI VENTURES#11Blockchain Technology Stack for Civilization overstock. People A 11 MEDICI VENTURES#12Blockchain Technology Stack for Civilization overstock. Capital (= Land Titling = Rule of Law) People 12 A MEDICI VENTURES#13Blockchain Technology Stack for Civilization overstock. Currency (Central Banking) Capital (= Land Titling = Rule of Law) People A 13 MEDICI VENTURES#14Blockchain Technology Stack for Civilization overstock. Capital Markets Currency (Central Banking) Capital (= Land Titling = Rule of Law) People A 14 MEDICI VENTURES#15Blockchain Technology Stack for Civilization overstock. Commerce (Supply Chain) Capital Markets Currency (Central Banking) Capital (= Land Titling = Rule of Law) People A 15 MEDICI VENTURES#16Blockchain Technology Stack for Civilization overstock. Voting Commerce (Supply Chain) Capital Markets Currency (Central Banking) Capital (= Land Titling = Rule of Law) People A 16 MEDICI VENTURES#17或 overstock. Voting Commerce (Supply Chain) Capital Markets Currency (Central Banking) Capital (= Land Titling = Rule of Law) People 同 17 MEDICI VENTURES#18Government as a Service™ ('GaaS™M) People Identity ② overstock. Capital Land Titling Zi Money Banking & Currency A Capital Markets Capital Markets MI Commerce Supply Chain A Voting Voting 18 A MEDICI VENTURES#19Identity MINDS IdentityMind NETKI FinClusive overstock. Land Titling 派 A MEDICI LAND GOVERNANCE & SettleMint MEDICI VENTURES Banking & Currency T bitt PEERNOVA spera ripio BANKORUS Capital Markets tZERO symbiont CHAINSTONE LABS Supply Chain 回 Vinsent GRAN CHAIN FACTOM™ Voting Voatz Votem A 19 MEDICI VENTURES#20Identity MINDS IdentityMind NETKI FinClusive overstock. Land Titling A MEDICI LAND GOVERNANCE & SettleMint MEDICI VENTURES Banking & Currency T bitt PEERNOVA spera ripio BANKORUS Capital Markets tZERO symbiont CHAINSTONE LABS Supply Chain 回 Vinsent GRAN CHAIN FACTOM™ Voting Voatz Votem A 20 MEDICI VENTURES#21overstock. tZERO The Next Generation of Capital Markets#22Advantages of Security Tokens 1. Customizable Securities 2. Reduced Friction Costs with "Reg-Aware" Tokens 3. Enhanced Liquidity 4. Democratized Access to Capital Formation 5. Instant Settlement (No Market Manipulation via Settlement Failure) 6. Perfect Transparency for Regulators 7. 24/7 Trading overstock. 22 tZERO#2366 overstock. 100% of the stocks and bonds trading on Wall Street today could be tokenized, and in five years, 100% of the stocks and bonds on Wall Street will be tokenized. 99 Robert Greifeld Former Chairman & CEO of NASDAQ 23 tZERO#24Valuation of Global Assets Asset overstock. Equities Bonds (Government + Corporate + Household) Real Estate (Residential + Office + Retail + Hotels + Industrial + Agricultural + All Other) Total Global Market Cap $44 Ta $247 T b $217 TC с $508 T References: a. NASDAQ News Article: (https://www.nasdaq.com/article/us-stock-market-is-biggest-most-expensive-in-world-but-us-economy-is-not-the-most-productive-cm942558) b. CNBS World Economy News: (https://www.cnbc.com/2018/07/11/global-debt-hits-a-new-record-at-247-trillion.html) c. Visual Capitalist: World's Money and Markets: (http://money.visualcapitalist.com/worlds-money-markets-one-visualization-2017/) 24 tZERO#25Value of Exchanges.18% of Listed Entities' Market Cap Exchange's Market Cap Total Listed Entities' Market Cap Exchange Value Listed Value $41.5 B * $28,528 B a $13.2 B * $10,857 B b $3.0 B $2,095 B b $3.7 B* $3,379 B C $23.1 B $1,738 B C $9.0 B * $5,679 B b $19 B * $3,767 B b $9.49 B d $938 B b $0.59 Be $2,056 B b $2,030 B b $6.55 B f $129.13 B - $73,000 BC Exchange ICE (NYSE parent) * NYSE NASDAQ TMX Group (Canada) Euronext Deutsche Börse Tokyo SE London SE B3 (Brazil) Bombay SE National SE of India Global Total loverstock. * * References: a. NYSE Market Cap Data: (https://www.nyse.com/market-cap) b. Wikipedia: List of Stock Exchanges: (https://en.wikipedia.org/wiki/List of stock exchanges) C. d. Visual Capitalist: World's Stock Exchanges by Size: (http://money.visualcapitalist.com/all-of-the-worlds-stock-exchanges-by-size/) Bloomberg Quint Article: (https://www.bloombergquint.com/markets/how-to-value-the-bombay-stock-exchange#gs.KwyAHMEI) Quoted on NSE as of Jan 11, 2019: e. (https://www.nseindia.com/live market/dynaContent/live watch/get_quote/GetQuote.jsp?symbol=BSE&illiquid=0&smeFlag=0&itpFlag=0) f. VCCircle News Corp Article: (https://www.vccircle.com/national-stock-exchange-valued-at-6-5-bn-as-ifci-pares-stake/) * The market cap value for this publicly listed company was read from a quotation on a major public exchange on January 10, 2019. These third party public sources were used to compute the estimate on the following slide, and Overstock expressly disclaims any liability in the event such sources may contain inaccuracies. 0.15% 0.12% 0.14% 0.11% 1.33% 0.16% 0.50% 1.01% 0.03% 0.32% 0.18% 25 tZERO#26Potential Value of Blockchain Exchanges overstock. $508 Trillion X 0.18% $914.4 Billion 26 tZERO#27tZERO's Accomplishments First SEC Registered Digital Offering tZERO Coinbase Circle OpenFinance Templum SharesPost overstock. ATS Filed with SEC (2015) ✓ ? ? ? ? ? Completed (2016) ? ? ? ? ? Completed STO & Issued Security Token (2018) ? ? ? ? ? Launched Trading of Security Tokens (2019) ? ? ? ? ? Partner with Regulated U.S. Stock Exchange (Pending SEC Approval) (Anticipate 2019) ? ? ? ? ? 27 tZERO#28tZERO Wins Patent for Integrating Crypto with Legacy Trading Tech overstock. Ⓒ/www.condes.comyckstz--al-for-tegrating-cryo-with-ligacy-trading-tech coindeskockan 101 Technology Markets Business Deia & Research Commensua Y + Overstock's tZERO Wins Patent for Integrating Crypto With Legacy Trading Tech D f Search in Security loven trading putioim 1ZERO & portfolio company of digital retail giant Overstock, has won a patent outlining how it may menge legacy thading systems with cryptocurrencies and digital asset tech Rohne Thusly by the US Patent and Trademark Office, the patent describes a "Crypto Integration Platform" capable of cimbing market information from a variety of sources to determine best prices. The system would then "secure both the digital sansaction tems, the tunds for buy ordes and the digital assets or abilities for a sell order)" before conducting the transaction These reaction tems could include digital assets. liabides, commodities, cryptocurrencies tokens or cash, According to the patent, the system wil also sign the transactional hems cryptographically poor to matching the orders The oament futter explain The Crypto integron Plattorm provides, among other things, an interface between legacy trading systems and crypto exchanges that trade digital transactional nems in ooing so, the Crypto Integration Platform takes a protocol for trading and communication between broker-dealers, Abernative Trading Systems (ATS), and exchanges, and transforms the message so that the sade can be comunmated using tryptographic techniques The being expines thetes the technology to verify the ownership of all items, as well as ensure that only available items can be exchanged Q TZERO who reted that the platform can be used to conduct intial public offerings (POs) or other public securities offerings, as well as in secondary market cuntien treactions troting that these offerings would be registered through the US Securities and Exchange Pemaps the most notable aspect of the platform, however, is its focus on integrating crypto trading systems with legacy trading system The patent notes that a number of processes are being introduced which ensure orders for digital assets are submitted through a legary system srypto vading orders entered into legacy systems are authorized by the right entity, and that matching cryptographic transactions are based on the proper private and public kays A in C pontegraph.com/newscy-cz-vs-parent-tor-crypic-negaon-form COINTELEGRAPH The future of money News Features Price Analyns Market Tools Cryptopedia Industry Store 3 + f y 4 Overstock's tZERO Receives Patent for 'Crypto Integration Platform' By Ana Alexandre N14 KOP FTH ICH 805 UC $3,670 $0.33 $127 $2.42 $31 213 BINANCE BLOCKCHAIN WEEK SINGAPORE 2019 PATE JAN 07, 2019 2:28 Se E-commerce part Overstock.com's cryptocurrency subsidiary ZERO has filed a patent for a crypto integration platform for sading digital assets. The patent was published by the United States Pacent and Trademark Office on Jan. 1. (NEWS Before matching orders, the system purportedly secures the digital transaction tems to be traded and cryptographically signs the transactions, as the filing EDITOR'S CHOICE The patent ing describes a system that would be able to receive orders to trade tal transactional tem-such as secuntes, tokens, digital shares, cash equivalents and digital assets-from broker-dealers and then translate the orders into crypto orders on a digital exchange. The platform reportedly aggregas various market data from cryptocurrency exchanges and locateis the best price in the crypto market for the digital asset or ability involved in the transaction ENGLISH ADVERTISE SUBMIT PRESS RELEASE Bicon Approaches $3,700 as Top Cryptos Report Gans Blockchain Adoption in loT industry More Than Doubled in 2018 Survey 12 Exchange Cryptopia Reports Hack With Significant Loss Mpanese Finance Giant SB's Crypto Subsidiary Blacks Mobile Wallet BRD Becon, Ripple, Ethereum, Bitcoin Cash EOS, Stellar, Litecoin, Tron, Bitcoin SV Cardano Price Analysis, an 14 MEN'S R 51% Attack, Free Speech Under Attack? Advertise oxWarriors JOIN BETA NOW! LUMI TORE Head to The Biggest Bitcoin Mining Pool to Join ITC Tres Mining Event a ETC.com SECURITIES.O SECURITY TOKEN NEWS tZERO is Rounding into Form, After Being Awarded a Recent Patent Joshua Stone Patent Race in a positive development for 1ZERO, they were just awarded the patent for a new means of Crypto Integration This patent described a process in which traditional trading systems are able to interface with developing cryptocurrency exchanges. The following is an excerpt from the application, describing usage of the platform The Crypto integration Platform provides, among other things, an interface between legacy trading systems and crypto exchanges that trade digital transactional terms. In doing so. the Crypto Integration Platform takes a protocol for trading and communication between broker-dealers, Aterative Trading Systems (ATS), and exchanges, and transforms the message so that the trade can be consummated using cryptographic techniques "For those interested in a complete read through of the fled patent, the document is available via the USPTO website bere Recent Dealings with IZERO PRESS RELEASES Neufund and secure framework for managing real-world team up to create a assets December 8, 2018 Overstock.com Announces Annual Dividend on Series A and Series B Preferred Stock Noverter 15.2018 Compliant Security Oct 22 2018 n Offering IZERO Issues Preferred 1ZERO Security Tokens October 16, 2018 CONFERENCE NEWS Osman Sultan, Chief Executive Officer of BITC, will provide a keynote speech at UNLOCK and announce new blockchain initiatives over the course of the two-day forum Jary 13, 2018 EU- UNLOCK Blockchain than 56 Global and regions more including Blockchain Evangelist Nick Spanos January 7 2018 Seoul Mayor Confirms to Attend CHAIN PLUS+ Blockchain Summit December 19, 2018 The Billionaire Investor Tim DRAPER is participating at the Blockchain Economy Istanbul S December 18, 2018 Summit December 5, 2018 European Blockchain Investment Congress Bringing h Industry rs and Startups Tonnais Q 28 tZERO#29Security Token Ecosystem overstock. Issuer 1 Issuer 2 Issuer 3... ‒‒‒‒‒ 3rd Party Issuance Platform 1 ■ ‒‒‒‒1 Issuance Platform 3rd Party Issuance Platform 2 ■ ■ ‒‒‒‒‒ ■ ‒‒‒‒‒ 3rd Party Issuance Platform 3... ■ E ■ Security Token ATS/Exchange ‒‒‒‒‒ 3rd Party Brokerage 1 ‒‒‒‒I ‒‒‒‒E - ‒‒‒‒ 3rd Party Brokerage 2 Trading Platform 3rd Party Brokerage 3... ‒‒‒‒ Investor 1 Investor 2 Investor 3... 29 tZERO#30Security Token Ecosystem overstock. Issuer 1 Issuer 2 Issuer 3... ‒‒‒‒‒ 3rd Party Issuance Platform 1 I Issuance Platform ■ - 3rd Party Issuance Platform 2 ■ ■ ■ I ‒‒‒‒‒ 3rd Party Issuance Platform 3... ■ E ■ 1 ✓ COMPLETE Security Token ATS/Exchange 3rd Party Brokerage DINOSAUR ‒‒‒‒ 3rd Party Brokerage 2 ✓ COMPLETE Trading Platform 3rd Party Brokerage 3... Investor 1 Investor 2 Investor 3... 30 tZERO#31What We Have Built So Far loverstock. 9 H Issuer 1 Issuer 2 Issuer 3... 3rd Party ********** Issuance 3rd Party Platform 2 Issuance Platform Issuance Platform 3rd Party Issuance Platform ✓COMPLETE Security Token ATS / Exchange 3rd Party 3rd Party Brokerage 3rd Party Brokerage Brokerage DINOSAUR ↓ ↑ E.. ✓ COMPLETE Trading Platform Investor Investor Investor 3... 31 tZERO#32Security Token Ecosystem overstock. Issuer 1 Issuer 2 Issuer 3... IN PROGRESS 3rd Party Issuance Platform 1 IN PROGRESS Issuance Platform 3rd Party Issuance Platform 2 ■ III ‒‒‒‒‒ 3rd Party Issuance Platform 3... III III 1 H ✓ COMPLETE Security Token ATS/Exchange IN PROGRESS 3rd Party Brokerage DINOSAUR 3rd Party Brokerage 2 ✓ COMPLETE Trading Platform 3rd Party Brokerage 3... - 0 7 IN PROGRESS In-house Retail Broker Dealer 32 tZERO#33Senior Management Team Saum Noursalehi | CEO 15+ years of experience BS, University of Utah overstock. ■ - Alan Konevsky CLO 20+ years of experience JD, Harvard Law School AB, Columbia University ■ ■ Elliot Grossman CEO, Retail BD 14+ years of experience ■ ▪ BA, Kenyon College Select Management Team Experience Goldman Sachs SULLIVAN & CROMWELL overstock. Brooks Deloitte. MEDICI Master Control Steve Hopkins | President 25+ years of experience MBA, University of Chicago BS, University of Utah 7 ■ I Joel Quall CFO ■ Patrick Byrne | Executive Chairman 30+ years of experience PhD, Stanford University L ■ ■ 30+ years of experience BS, City University of New York ■ MS, University of Cambridge BS, Dartmouth College mastercard. SITEHELIX EISNERAMPER virtusa SPEED ROUTE X Market Axess E Edwards LLP Amit Goyal CTO TATA TATA CONSULTANCY SERVICES I Ralph A. Daiuto, Jr. | COO 25+ years of experience JD, Fordham University School of Law BS, University at Albany I IRELL & MANELLA 20+ years of experience BE, Punjab Technical University ■ bitsy W WORLD TRADE TORANCIAL GROUP DINOSAUR UNITED STATES COURTS Wisdom The woe choy 33 tZERO#34Wins Since Q3 2018 1. Issued tZERO Tokens on Public Blockchain - October 12, 2018 2. Open-Sourced Token Protocol ("tØken") - October 30, 2018 3. Acquired Bitsy (Sped Time to Market, S.H.) - December 31, 2018 4. Awarded Patent for Trading Digital Assets - January 1, 2019 5. Launched Investor Onboarding - January 10, 2019 6. Launched Trading Platform - January 25, 2019 overstock. 34 tZERO#35Next Steps 1. Onboard Quality Issuers & Tokens - Underway 2. Expand Token Investor Base - Underway 3. Launch Crypto Trading - June 2019 4. Enhance & Scale DLRs - August 2019 5. Boston Security Token Exchange (BSTX) = BOX JV - 2019 6. International (SaaS at 50% Rev. Share) - Ongoing Discussions overstock. 35 tZERO#36Product Roadmap Issuance Platform Security Token ATS / Exchange Trading Platform tZERO Token Issuance | ‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒ overstock. ‒‒‒‒‒. Secondary Trading of tZERO Token on ATS Q3 2018 Issuance Platform to Support STO's tZERO Token Trading Platform ‒‒‒‒‒‒‒ ‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒ Q4 2018 ‒‒‒‒‒‒‒‒‒I Additional Security Tokens Listed and Trading on ATS Security Token Exchange BSTX (BOX JV) ‒‒‒‒‒‒‒‒‒ Trade Traditional US Equities Onboard Additional BD's ‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒ Trade Crypto Through tZERO App Q1 2019 36 Q2 2019 ----I tZERO#37Identity MINDS IdentityMind NETKI FinClusive overstock. Land Titling A Banking & Currency 派立 MEDICI LAND GOVERNANCE ← SettleMint MEDICI VENTURES bitt PEERNOVA spera ripio BANKORUS Capital Markets tZERO symbiont CHAINSTONE LABS Supply Chain Vinsent GRAN CHAIN FACTOM Voting Voatz Votem A 37 MEDICI VENTURES#38● ● MEDICI LAND GOVERNANCE Promoting economic prosperity via land governance systems using blockchain and other technologies (mobile apps, social media, Al) Continuing projects: Zambia, Rwanda • New projects: ● Wyoming: adding blockchain capabilities to existing Teton County system Mexico: collecting and developing digital land records platform for Tulum area homeowners Pursuing projects in the Caribbean, East & West Africa, Eastern Europe, Central & South Asia ● A METROPOLITA overstock. A 38 MEDICI VENTURES#39Christine Lagarde Managing Director and Chair of the International Monetary Fund "A system regulated by central banks could become the basis for a rapid expansion of financial services to developing world countries and the poorest people in western societies without the risks associated with privately managed digital currencies." loverstock. bitt Timothy Antoine Governor of the ECCB Eastern Caribbean Dollar Issued by Eastern Caribbean Central Bank Anguilla Antigua and Barbuda Dominica Grenada Montserrat Saint Kitts and Nevis Saint Lucia Saint Vincent and the Grenadines 39 MEDICI VENTURES#4060 MINUTES 50 55 55 60 overstock. 60 "Billionaire Koch brother's crusade against counterfeit wine" - 60 Minutes, October 22, 2017 Vinsent 9:41 Wine Futures o Red all JEZREEL Argaman Reserve by Jezreel Valley Winery Ships June 1, 2020 Original Icraell wine. Complex, balanced and spicy red wine for a unique Israeli experience. I8 months in..... Hurry up! Only 1 case left $400 Retail $623.88 Q & Argaman Jezreel Valley Winery Israel Go Wine futures Covenant Solomon LOT 70 by Covenant Wines Ships June 1, 2020 It's hard to believe, but this vintage is showing even more intensity than our first vintage. Perhaps the... & Enjoy Your Wine Using Block X + https://www.cryptonewsz.com/enjoy-your-wine-using-blockchain-with-the-vinsent-app/6759/ CN CryptoNewsZ BLOCKCHAIN CRYPTOCURRENCY BITCOIN ALTCOIN PRICE ANALYSIS ICO EVENTS TEAM PRESS RELEASE SUBMIT PRESS RELEASE BLOCKCHAIN Enjoy Your Wine Using Blockchain With the Vinsent App February 15 2019@2 Min Read Guess what blockchain is exploring next?... It's wineries!! The way blockchain technology has brought immense transformation in many fields, now it is expected to bring some changes in old-School Wine Purchasing methods. A MEDICI VENTURES#41Vinsent Explore wines 9:41 Explore Wines JEZREEL Argaman Reserve by Jezreel Valley Winery Winery rating: 4.2 Ships June 1, 2020 Original israel wine, Complex, balanced and spicy red wine for a unique Israeli experience, 18 months in.. Hurry up! Only 1 case left $400 $623.88 Red all Covenant Solomon LOT 70 by Covenant Wines Argaman Jezreel Valley Winery Israel Go overstock. Explore I & See wine features 9:41 JEZREEL Argaman Reserve by Jezreel Valley Winery Winery rating: 4.2 Ships June 1, 2020 Original Israeli wine. Complex, balanced and spicy red wine for a unique Israeli experience. 18 months in oak barrels Read More Hurry up! Only 1 case left Order Future wine $400 $623.88 Red Merlot Good with seafood Order Now AL WINEMAKER NOTES 1 case Jezreel Valley Winery Israel JEZREEL Jezreel Valley Winery by Yehuda Nahar Pay with credit card or with crypto 9:41 ← Card Details Total $175 $298 a Card Holder Name JOHN DOE 123 Card Number 1234 1234 1234 1234 Expiration 01/21 Save credit card to my profile VISA O AMEX qwertyui s d e f g h i Z X C vbnr Q Ⓡ Place My Order CW space 9:41 Crypto Payment Select currency Amount 0.0345 BTC $175 Address Ethereum 0:01 Ł Litecoin IF1tAaz5x1HUXrCNLbtMDqcw605GNn4xqX Payment detected Wating for confirmaiton to all B Bitcoin Cash Copy Copy Download App See your orders on your cellar 9:41 My Cellar Wine futures Total assets (1 Case) $400 JEZREEL Argaman Reserve by Jezreel Valley Winery 1 Case Ships June 1, 2020 A ill 8.2.19 $400 & 41 MEDICI VENTURES#42✔Voatz Voatz Anonymous User Verification Status: Deferred Get fully verified to vote in all events YOU HAVE UPCOMING EVENTS Settings Log Out Elections Opinion Polls Corporate Campaigns and Petitions Custom overstock. Q Denver will use Voatz mobile C X + https://qz.com/1567759/denver-will-use-voatz-mobile-blockchain-app-in-municipal-elections/ LATEST OBSESSIONS FEATURE QUARTZ EMAILS EDITIONS VOTE OF CONFIDENCE Denver is trying out a blockchain voting app By Matthew De Silva March 8, 2019 1 BECOME A MEMBER A C at the blockchain-based X https:/techcrunch.com/2019/03/07/catz-the-blockchain-based-voting-app-gets-another-vote-of-confidence-as Voatz, the blockchain-based voting app, gets another vote of confidence as Denver agrees to try it Connie Loizos A controversial blockchain-based mobile voting app called Voatz fying again. Disrupt SF 2019 Pre-register today to save $500 offpasses San Francisco Oct 2-4 Sign Up Now ROOMS TO GO #FURNITUREGOALS TRANSFORM YOUR SPACE SHOP NOW AdChoices 111 Cay of Denver to Pilot Block x C https://www.coindesk.com/city-of-denver-to-pilot-blockchain-voting-app-in-coming-elections coindesk Blockchain 101 + Nichlesh De Mer 7, 2019 at 14.00 UTC Technology Markets Business 42 Events Data & Research City of Denver to Pilot Blockchain Voting App in Coming Elections Search AUS cite plans to utilize a blockchain system to store and track votes in its upcoming municipal elections in May MEDICI VENTURES#43RAVENCOIN RVN is one of the fastest growing open source networks of projects that did not fundraise, had no ICO or pre-mine ▪ It is one of the top 20 mineable coins ▪ Over 18,000 tokenized assets have been issued ▪ The community has thousands of members ▪ The network works for securities tokens Because Medici Ventures has been active in donating dev time, we know how to build on this We support open source ▪ Several portfolio companies and others are building on it overstock. 1:03 RAVENCOIN Ravencoin $0.0103 Assets RVNDEV#HAMMEROFTHOR AV RVNDEV MVI/RVNASSETS Admin Create asset Settings $87.52 8,494.888259 RVN RVN to BTC ratio (Bittrex) Address Book 1> 20000 > A 100 > 43 MEDICI VENTURES#44Identity MINDS IdentityMind NETKI FinClusive overstock. Land Titling 派 A MEDICI LAND GOVERNANCE & SettleMint MEDICI VENTURES Banking & Currency T bitt PEERNOVA spera ripio BANKORUS Capital Markets tZERO symbiont CHAINSTONE LABS Supply Chain [] Vinsent GRAN CHAIN FACTOM™ Voting Voatz Votem A 44 MEDICI VENTURES#45overstock. Oloverstock. Retail TM 45#46Our Historical Record of Profitability Millions $40 $30 $20 $10 SA $(10) $(20) $(30) 2009 overstock. OSTK Retail Pre-Tax Income 2010 2011 mul H 2012 2013 2014 2015 2016 46 Source: Overstock and Wayfair 10-Ks#47Our Historical Record of Profitability Millions $40 $30 $20 $10 $(10) $(20) $(30) 2009 overstock. OSTK Retail Pre-Tax Income 2010 2011 H 2012 2013 2014 d 2015 2016 Millions $100 $- $(100) $(200) $(300) $(400) $(500) $(600) Wayfair vs. OSTK Retail Pre-Tax Income 2009 2010 2011 2012 2013 OSTK PIT 2014 ■W 2015 2016 2017 2018 47 Source: Overstock and Wayfair 10-Ks#48Keywords in Top 3 - 2017 SEO Deterioration 8000 7000 6000 5000 4000 3000 2000 1000 0 3/1/17 overstock. 4/1/17 5/1/17 6/1/17 7/1/17 8/1/17 9/1/17 Keywords 10/1/17 ww 11/1/17 12/1/17 1/1/18 2/1/18 3/1/18 48 Source: seoClarity (March 5, 2019)#49Competitive Visit Growth - Q1 2018 Overstock vs. Wayfair YOY Weekly Visit Growth 70% 60% 50% 40% 30% 20% 10% 0% -10% -20% 12/30/2017 01/06/2018 01/13/2018 01/20/2018 overstock. 01/27/2018 02/03/2018 02/10/2018 2018 Wayfair YoY Growth % 02/17/2018 02/24/2018 03/03/2018 2018 Overstock YoY Growth % 03/10/2018 03/17/2018 03/24/2018 03/31/2018 49 Source: Hitwise, a division of Connexity. 2018 US YOY weekly visit growth.#50Wayfair Selected Financial Data overstock. Millions $1,200 $1,000 $800 $600 $400 $200 $0 2012 2013 2014 2015 2016 2017 2018 Selling, Operations, Technology, G&A (Fixed Costs) ... Gross Profit less Customer Service, Merchant Fees, and Advertising (What There is to Pay the Fixed Costs) 50 Source: Wayfair 10-Ks#51Quarterly Retail Contribution Millions $40 $35 $30 $25 $20 $15 $10 $5 $0 ($5) ($10) overstock. $31 Q4 '17 $18 Q1 '18 ($3) Q2 '18 $33 $30 || Q3 '18 Q4 '18 $37 Q1 '19 (est) 51 Retail Contribution is a non-GAAP financial measure. See Reconciliation in Appendix#52Quarterly Retail Adjusted EBITDA Millions $0 ($5) ($10) ($15) ($20) ($25) ($30) ($35) ($40) ($45) ($50) overstock. ($11) Q4 '17 ($25) Q1 '18 ($47) Q2 '18 ($21) Q3 '18 ($19) Q4 '18 ($10) Q1 '19 (est) 52 Retail Adjusted EBITDA is a non-GAAP financial measure. See Reconciliation in Appendix#53When you're trying to get SEO ...fixed ... You start showing up first in the top 100 Google results, and then you work on getting those terms to percolate up into the top 10, and then up into the top 3. 99 overstock. 53 Patrick Byrne Q3 2018 Earnings Conference Call#5412000 10000 8000 6000 4000 2000 0 3/1/17 Keywords in Top 10 4/1/17 5/1/17 6/1/17 7/1/17 8/1/17 9/1/17 10/1/17 11/1/17 12/1/17 1/1/18 2/1/18 3/1/18 4/1/18 5/1/18 6/1/18 7/1/18 8/1/18 9/1/18 10/1/18 11/1/18 12/1/18 1/1/19 2/1/19 3/1/19 -Keywords overstock. 54 Source: seoClarity (March 5, 2019)#558000 7000 6000 5000 4000 3000 2000 1000 0 3/1/17 Keywords in Top 3 overstock. morbenen 4/1/17 5/1/17 6/1/17 7/1/17 8/1/17 9/1/17 10/1/17 11/1/17 12/1/17 1/1/18 2/1/18 3/1/18 4/1/18 5/1/18 6/1/18 7/1/18 8/1/18 9/1/18 10/1/18 11/1/18 12/1/18 1/1/19 2/1/19 3/1/19 -Keywords 55 Source: seoClarity (March 5, 2019)#56Six Consecutive Months of Strong SEO Improvement Negative Growth 80% 60% 40% 20% 0% -20% -40% -60% 21% April 2017 -24% overstock. May 2017 יין ויין -31% June 2017 -15% July 2017 -6% August 2017 -14% September 2017 -22% October 2017 -8% November 2017 -4% Positive Growth December 2017 5% January 2018 -2% February 2018 -41% March 2018 -11% April 2018 -8% May 2018 -1% June 2018 -4% July 2018 -19% August 2018 74% ...... 21% 10% 6% 5% 15% 56 Source: SEMrush (March 5, 2019)#57Paid Club O Memberships club O rewards overstock. +36% YoY 0 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 1 2 2016 2017 2018 2019 57#58Recent 'Wins' 1. Top 3 Keywords - up 66% since 10/1/2018 W mobilewebaward 2018 2. eTail 3. AWARDS eTail Best in Class Awards: Best Mobile App (2/2019) 4. 2019 MOBILE STR AWARDS™ WINNER Web Marketing Association: Best Retail Mobile App (12/2018) 5. LOYALTY360 Loyalty360 Customer Awards: overstock. 7th Consecutive WMA Award Mobile Star Awards: Best Retail Shopping App - SUPERSTAR (3/2019) Best in Class Award for Customer Experience Strategy (10/2018) 6. ABBIAWARDS ABBI Awards: Best Multi-Screen Campaign, Overstock + Ocean Media (11/2018) 58#59Q4 2018 Financial Results: Retail Revenue $446.7 Million 1% decrease vs. Q4 2017 Contribution¹ $32.9 Million 6% increase vs. Q4 2017 overstock. Gross Profit $80.0 Million 5% decrease vs. Q4 2017 Contribution Margin¹ 7.4% vs. 6.9% in Q4 2017 Gross Margin 17.9% vs. 18.7% in Q4 2017 Adjusted EBITDA1 ($19.1) Million vs. ($10.6) million in Q4 2017 59 1 Retail Contribution, Contribution Margin, and Adjusted EBITDA are non-GAAP financial measures. See Reconciliations in Appendix#602019 Planned Improvement in Retail overstock. Planned Improvement in Retail Adjusted EBITDA $115M 60#612019 Planned Improvement in Retail overstock. Planned Improvement in Retail Adjusted EBITDA $115M Planned Improvement in Retail Contribution $82M Planned Improvement in Retail Tech and G&A Expenses (excluding depreciation, amortization, and stock comp) $33M 61#62Annual Retail Contribution Millions $250 $200 $150 $100 $50 overstock. $184 $172 || 2014 2015 $196 2016 $159 2017 $78 2018 $180 $160 2019 Plan 62 Upside Base Retail Contribution is a non-GAAP financial measure. See Reconciliations in Appendix#63Corporate Headcount (Non-Medici Ventures) 1,600 1,400 1,200 1,000 800 600 400 200 0 1,163 Dec-17 overstock. 1,165 Jan-18 1,175 Feb-18 1,172 1,215 Mar-18 Apr-18 1,246 May-18 1,327 Jun-18 1,351 Jul-18 1,346 1,321 Aug-18 Sep-18 1,321 Oct-18 1,310 Nov-18 1,305 Dec-18 1,172 Jan-19 1,069 Feb-19 63#64Management Structure overstock. Retail "Inc." Medici 64#65Management Structure overstock. Retail "Inc." Shared Services: • Finance & Accounting ● ● Legal People Care (HR) Administration Medici 65#66"Retail on a Standalone Basis" overstock. Retail 2/3 "Inc." 1/3 Medici 66#67Returning to Sustained Profitability 18 16 14 12 10 8 6 4 2 0 Full Year '18 Monthly Average overstock. Q4 '18 Monthly Average Q1 '19 Outlooked Monthly Average Retail Contribution Retail Tech and G&A Expenses* 67 * Retail Tech and G&A Expenses excluding depreciation, amortization, stock compensation, and 1/3 (Medici allocation) of Inc. costs.#68Returning to Sustained Profitability 18 16 14 12 10 8 6 4 2 0 Full Year '18 Monthly Average overstock. Q4 '18 Monthly Average Current Monthly Run Rate Q1 '19 Outlooked Monthly Average Retail Contribution Retail Tech and G&A Expenses* 68 * Retail Tech and G&A Expenses excluding depreciation, amortization, stock compensation, and 1/3 (Medici allocation) of Inc. costs.#69Returning to Sustained Profitability 18 16 14 12 10 8 6 4 2 0 Full Year '18 Monthly Average overstock. Q4 '18 Monthly Average Current Monthly Run Rate Q1 '19 Outlooked Monthly Average Retail Contribution Retail Tech and G&A Expenses* Q4 '19 Planned Monthly Average 69 * Retail Tech and G&A Expenses excluding depreciation, amortization, stock compensation, and 1/3 (Medici allocation) of Inc. costs.#70Strategic Alternatives overstock. VIW 70#71Strategy to Maximize Shareholder Value Overstock will continue to run the Retail business as though we are going to hold it forever, while continuing in this process. 1. Remain committed to hybridizing with national brick-and-mortar/web property 2. Process is ongoing 3. Seeking the right structure and valuation 4. Retail Recovery improves valuation overstock. 71#72Revised tZERO MoU with Makara and GSR* • Signed on February 28 ● * Co-leading Investment of up to $100M Expect to Close in April Advisors have been retained to pursue alternatives in parallel overstock. 72#73Summary overstock. nhct 08080 50X0X0X0X0x 73 Chile WIRTS#74Summary EX Resad Medici ● Veling Commerak (Supply Chain) Capital Manis Currency Centre Berkenal Capild( Law Tigue of Law) A MEDICI overstock. Potential Value of Blockchain Exchanges $508 Trillion x 0.18% $914.4 Billion B ZERO tZERO's Accomplishments ZERO Ca NUMUROS w ✓ 7 7 7 M 4 7 7 7 7 7 w C ✓ 7 7 3 T 7 ✓ 7 7 7 t 7 7 7 1 MINDS NETKI ZERO Bovesook LETO MEDICI VENTURES Zag bitt NECHOVA spero ripio Government as a Service • tZERO Leading Pursuit of Potential $900B Opportunity • Other Medici Companies: Blockchain Products in Production, Increase Adoption D Bakly Chem M 6 IZERO Unand d Im voo votem MEDICI Returning to Sustained Profitability Woverssock E Retail $115M YOY Improvement in Adjusted EBITDA 74#75Summary EX Resad Medici ● Veling Commerak (Supply Chain) Capital Manis Currency Centre Berkenal Capild( Law Tigue of Law) A MEDICI overstock. Potential Value of Blockchain Exchanges $508 Trillion x 0.18% $914.4 Billion B ZERO tZERO's Accomplishments ZERO Ca NUMUROS w ✓ 7 7 7 M 4 7 7 7 7 7 w C ✓ 7 7 3 T 7 ✓ 7 7 7 t 7 7 7 1 MINDS NETKI ZERO Bovesook LETO MEDICI VENTURES Zag bitt NECHOVA spero ripio Government as a Service • tZERO Leading Pursuit of Potential $900B Opportunity • Other Medici Companies: Blockchain Products in Production, Increase Adoption D Bakly Chem M 6 IZERO Unand d Im voo votem MEDICI Submit questions to [email protected] Returning to Sustained Profitability Woverssock E Retail $115M YOY Improvement in Adjusted EBITDA 75#76overstock. Appendix#77Q4 2018 Financial Results: OSTK Total Revenue $452.5 Million 1% decrease vs. Q4 2017 Sales & Marketing Expense $47.5 Million 13% decrease vs. Q4 2017 overstock. Gross Profit $81.6 Million 5% decrease vs. Q4 2017 Contribution¹ $34.0 Million 6% increase vs. Q4 2017 Adjusted EBITDA1 ($30.4) Million vs. ($17.9) million in Q4 2017 Ending Cash $141.5 Million vs. $182.0 million at September 30, 2018 77 1 Adjusted EBITDA and Contribution are non-GAAP financial measures. See Reconciliations in Appendix#78Adjusted EBITDA Reconciliation overstock. Adjusted EBITDA Retail tZERO Other Adjusted EBITDA Less: Special items (see table below) Less: Depreciation and amortization Less: Stock-based compensation Less: Interest and other income (expense), net Less: Provision (benefit) for income taxes Net loss Special items: Impairments on intangible assets Loss on disposal of business Cryptocurrency impairments and gains on sale, net Severance Special legal expenses* Total Special Items Dec-2018 Year ended $ (112,489) $ 11,155 (24,805) (7,252) (15,813) (15,953) (153,247) 23,402 (11,910) 31,697 14,356 (2,748) (2,384) $ (217,570) $ $ Dec-2017 6,000 3,565 443 1,600 11,794 23,402 (1,100) 64,188 $ (111,922) $ 32,847 4,077 $ Dec-2018 Sep-2018 Jun-2018 $ (19,116) $ (21,190) (7,816) (3,453) (30,385) 9,565 8,664 2,702 (1,436) (1,939) $ (47,941) $ 6,000 3,565 Three months ended $ (3,864) (4,882) (29,936) 10,783 7,999 2,246 (1,566) (141) $ (49,257) $ 10,783 9,565 $ 10,783 $ (46,901) $ (25,282) (9,649) (5,108) (61,658) (3,476) (2,510) (31,268) (6,816) 9,870 7,535 7,499 2,973 6,435 593 (27) $ (65,916) Mar-2018 (6,816) (339) (277) $ (54,456) $ $ (6,816) $ Dec-2017 $ (10,608) (2,077) (5,173) (17,858) 8,113 1,068 (2,162) 71,915 $ (96,792) 7,259 1,600 1,011 9,870 $ 78 *Special legal expenses include charges associated with our Delaware gift card escheatment matter and legal fees associated with pursuing our strategic alternatives. Adjusted EBITDA is a non-GAAP financial measure used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. You should review our financial statements and publicly-filed reports in their entirety and not rely on any single financial measure.#79Annual Contribution Reconciliation overstock. Retail Contribution Total net revenue Cost of goods sold Gross profit Less: Sales and marketing expense Plus: Club O Rewards and gift card breakage (included in Other expense, net)* Contribution Contribution margin Retail Contribution Total net revenue Cost of goods sold Gross profit Less: Sales and marketing expense Plus: Club O Rewards and gift card breakage (included in Other expense, net) Contribution Contribution margin $ Retail $ 1,800,187 $ 21,405 1,452,195 15,489 5,916 4,492 $ 347,992 269,987 78,005 4.3% Retail 2018 tZERO & Other 5,911 184,417 11.1% $ $ 1,655,908 $ 1,353,184 302,724 124,218 2015 tZERO & Other 1,424 6.7% $ 1,930 1,930 250 1,680 87.0% Total $ 1,821,592 1,467,684 353,908 274,479 $ 79,429 4.4% Total $ 1,657,838 1,353,184 304,654 124,468 Year ended, December 31 5,911 $ 186,097 11.2% Retail Year ended, December 31 $ 1,728,104 $ 16,652 1,392,558 11,647 335,546 5,005 179,549 1,040 2,742 $ 158,739 9.2% 2017 tZERO & Other Retail $ 2014 tZERO & Other $ 1,497,103 $ 1,218,044 279,059 109,461 3,965 23.8% 2,439 $ 172,037 $ 11.5% Total $ 1,744,756 1,404,205 340,551 180,589 2,742 $ 162,704 9.3% $ Total $ 1,497,103 1,218,044 279,059 109,461 2,439 172,037 11.5% Retail $ 1,784,782 1,458,411 326,371 147,368 16,808 $ 195,811 11.0% 2016 tZERO & Other $ $ 15,181 10,203 4,978 528 Total $ 1,799,963 1,468,614 331,349 147,896 4,450 $ 29.3% 16,808 200,261 11.1% 79 *Effective January 1, 2018, we made a change in accounting principle to present Club O Rewards and gift card breakage in Partner and other revenue instead of Other expense, net on our consolidated statements of operations. This change impacts the presentation of Total net revenue, Gross profit and Other expense, net, but does not impact the calculation of contribution. Contribution and contribution margin are non-GAAP financial measures used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. You should review our financial statements and publicly-filed reports in their entirety and not rely on any single financial measure.#80Quarterly Contribution Reconciliation overstock. Retail Contribution Total net revenue Cost of goods sold Gross profit Less: Sales and marketing expense Plus: Club O Rewards and gift card breakage (included in Other expense, net)* Contribution Contribution margin Retail Contribution Total net revenue Cost of goods sold Gross profit Less: Sales and marketing expense Plus: Club O Rewards and gift card breakage (included in Other expense, net)* Contribution Contribution margin $ $ $ $ Retail 446,733 366,712 80,021 47,142 32,879 7.4% Retail 439,996 347,580 92,416 73,917 Dec-18 tZERO & Other $ 5,815 $ 4,256 1,559 395 $ Mar-18 tZERO & Other $ 1,164 $ 20.0% 18,499 $ 4.2% 5,335 3,882 1,453 3,297 $ (1,844) $ (34.6%) Total 452,548 370,968 81,580 47,537 34,043 7.5% Total 445,331 351,462 93,869 77,214 $ 16,655 3.7% Retail Three months ended 435,775 350,651 85,124 55,182 Three months ended Sep-18 tZERO & Other $ 29,942 $ 6.9% Retail $ 451,996 367,561 $ 84,435 54,237 $ 4,805 3,213 1,592 130 Dec-17 tZERO & Other 818 $ 31,016 $ 6.9% 1,462 $ 31,404 30.4% 7.1% 4,294 2,931 1,363 284 1,079 25.1% Total $ 440,580 353,864 86,716 55,312 $ Total $ 456,290 370,492 85,798 54,521 818 32,095 7.0% Retail Jun-18 tZERO & Other $ 477,683 $ 387,252 90,431 93,747 $ (3,316) $ (0.7%) 5,450 4,138 1,312 669 643 11.8% Total $ 483,133 391,390 91,743 94,416 $ (2,673) (0.6%) 80 *Effective January 1, 2018, we made a change in accounting principle to present Club O Rewards and gift card breakage in Partner and other revenue instead of Other expense, net on our consolidated statements of operations. This change impacts the presentation of Total net revenue, Gross profit and Other expense, net, but does not impact the calculation of contribution. Contribution and contribution margin are non-GAAP financial measures used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. You should review our financial statements and publicly-filed reports in their entirety and not rely on any single financial measure.#81overstock.