#1Oloverstock. Q3 2018 Earnings Call the EFF#2Safe Harbor 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. These forward-looking statements are inherently difficult to predict. Actual results could differ materially for a variety of reasons, including the amount and timing of our capital expenditures, the significant increases in our marketing expenditures in the first half of 2018 and our subsequent reduction of those expenditures, results of our ongoing review of strategic initiatives including the possible sale of our e-commerce business, adverse tax, regulatory or legal developments, competition, and any inability to raise capital or borrow funds on acceptable terms. Other risks and uncertainties include, among others, the risks of the businesses 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, 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, 2017, our Form 10-Q for the quarter ended March 31, 2018, and our Form 10-Q for the quarter ended June 30, 2018, which were filed with the Securities and Exchange Commission on March 15, 2018, May 8, 2018, and August 9, 2018, respectively, and in our subsequent filings with the Securities and Exchange Commission. The Form 10-K, 10-Q's, 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. tZERO: Building Our Lead 2. Other Medici Ventures 3. Retail: The Ship Has Turned 4. Q&A overstock.#4overstock ZERO Update 1. Product Update 2. Human Capital 3. What's Next 4. Strategic Investment 4 tZERO#5Security Token Ecosystem overstock. Issuer 1 Issuer 2 Issuer 3... Issuance Platform Security Token ATS/ Exchange Crypto Exchange Trading Platform Investor 1 Investor 2 Investor 3... 5 tZERO#6Security Token Ecosystem overstock. Issuer 1 Issuer 2 Issuer 3... ‒‒‒‒‒‒‒ 3rd Party Issuance Platform 1 I 3rd Party 3rd Party Issuance Issuance Platform Platform 2 ‒‒‒‒‒‒‒‒ Issuance Platform HII‒‒‒‒ H ■ I Security Token ATS/Exchange Crypto Exchange Trading Platform Investor 1 Investor 2 Investor 3... 6 tZERO#7Security Token Ecosystem overstock. Issuer 1 Issuer 2 Issuer 3... ‒‒‒‒‒‒‒ 3rd Party Issuance Platform 1 I ‒‒‒‒‒‒‒‒ 3rd Party Issuance Platform 2 Issuance Platform 3rd Party Issuance Platform HII‒‒‒‒ H ■ I Security Token ATS/Exchange Crypto Exchange ‒‒‒‒‒II 3rd Party Trading Platform 1 ‒‒‒‒‒ 4‒‒‒‒‒‒‒‒‒‒ 3rd Party Trading Platform 2 H ■ 1‒‒‒‒‒‒ 3rd Party Trading Platform 3... ------------- Trading Platform Investor 1 Investor 2 Investor 3... 7 tZERO#8tZERO Security Tokens 1. Preferred tZERO Security Tokens Issued! - Completed Early 10/12/2018 2. Open-Sourced Token Contracts - Completed 10/30/2018 https://github.com/tZERO-dev/Token 3. Designate an Approved Broker Dealer 4. Investors Setup Brokerage Account 5. Tokens Trading (targeting Q1 2019) overstock. 8 tZERO#9Product Roadmap Issuance Platform Security Token ATS / Exchange Trading Platform tZERO Token Issuance Crypto Exchange overstock. ---- Secondary Trading of tZERO Token on ATS Issuance Platform to Support STO's tZERO Token Trading Platform Q3 2018 ‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒ ---- ------- Q4 2018 TI‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒ Additional Security Tokens Listed and Trading on ATS Security Token Exchange (BOX JV) Support for All Traditional US Equities tZERO Crypto Exchange Onboard Additional BD's ‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒ Trade Crypto Through tZERO 9 Q1 2019 Q2 2019 tZERO#10Digital Locate Receipt (DLR) overstock. Securities Lender 1 Securities Lender 2 Securities Lender 3... DLR Platform DLR User Interface Borrower 1 Borrower 2 Borrower 3... 10 tZERO#11Human Capital Doubled Product Development Team! Chief Technology Officer: Amit Goyal Chief Legal Officer: Alan Konevsky (starting 11/26) Recruiting Seasoned Capital Markets Expert for President overstock. 11 tZERO#12What's Next 1. Onboard Issuers & Support Other Token Standards - Starting Q1 2019 2. Onboard Investors & License Trading Platform to Broker Dealers - Starting Q1 2019 3. Launch BOX JV Exchange 4. International Expansion / Partnerships 5. Support Other Asset Classes overstock. 12 tZERO#13Strategic Investment GSR Legal Diligence is Complete Finalizing Definitive Docs for the Purchase of OSTK and tZERO Common Stock Other Strategic Investors ● overstock. 13 tZERO#14|A D overstock. MEDICI VENTURES A 14 MEDICI VENTURES#15A overstock. Change the world by advancing blockchain technology to: Democratize capital Eliminate middlemen Re-humanize commerce ● ● MEDICI VENTURES ● A 15 MEDICI VENTURES#16Identity & Social Media overstock. A Property & Land MEDICI VENTURES Money & Banking 11 Capital Markets MI Supply Chain Voting 16 A MEDICI VENTURES#17Identity & Social Media MINDS IdentityMind GLOBAL NETKI overstock. Property & Land A MEDICI LAND GOVERNANCE SettleMint MEDICI VENTURES Money & Banking bitt bitsy PEERNOVA spera FinClusive ripio FACTOM Capital Markets tZERO symbiont CHAINSTONE LABS Supply Chain VINX GRAN CHAIN Voting ✔Voatz Votem 17 A MEDICI VENTURES#18Medici Ventures Portfolio Companies Company tZERO Medici Land Governance Bitsy SettleMint Chainstone Labs Minds Bitt VinX Spera Voatz PeerNova GrainChain IdentityMind Factom FinClusive Ripio Votem Symbiont NetKi overstock. Ownership 80% 57% 33% 30% 29% 24% 20-35%* 20% 18% 13% 12% 10% 4% 3% 3% 2% 2% 1% N/A Description Digital securities technology Trade routing and execution Blockchain and other technologies to bring property ownership information to light Crypto currency wallet Smart cities Digital voting systems Tokenization of securities and digital assets backed by hard assets Social network Digital payments Remittance payments Platform to enable wineries to sell wine futures and develop direct connections with consumers SME business platform management Payment and invoicing systems Secure mobile voting Distributed ledger technology for financial institutions Banking compliance software Verified, instant and secured transactions for agricultural commodities Identity verification KYC and AML compliance software Mortgage loan compliance Vaccine tracking and supply chain Homeland Security camera signatures Modernizing banking Strengthening system integrity Digital payments Remittance payments Secure mobile voting Digital securities technology Smart contracts Private equity and crowd funding software Global ID validation * Cumulative Capital Deployed into Blockchain: $175M+ Including $115M+ for tZERO Current ownership is 20%, with options that could increase it to as much as 35%. Cumulative capital deployed into blockchain includes the cost of equity interest acquired, any loans issued and accumulated net operating losses of consolidated entities. It also includes equity interests acquired by tŽERO that are not included in the table above. A 18 MEDICI VENTURES#19• Goal: promote economic development by liberating trapped capital by building land governance systems using blockchain and other technologies (mobile apps, social media, Al) Partner: World Bank ● ● ● MEDICI LAND GOVERNANCE ● Zambia: providing land tenure security, titling 50K homes, created 200+ local jobs Rwanda: implementing paperless land titling and property management system Pursuing projects in East and West Africa, Eastern Europe, Central & South Asia Initiating our first US titling project overstock. MLG 19 A MEDICI VENTURES#20bitsy.com Your face. Your keys. Your crypto. Provides Real Possession of Your Bitcoin With Biometrics YOU Are Your Password Recover Your Funds Anywhere, Anytime Launching Public Access to Beta November 12 overstock. Price per 1 BTC Payment method Bitcoin purchased! Bitcoin Wallet fee? Network fee? Total Home Buy B Wallet Done $6,482.89 $20.00 = 0.00308505 BTC $0.90 $0.16 Help VISA ****1111 $21.06 Settings 20 MEDICI VENTURES#21New Portfolio Companies overstock. VINX ✪ CHAINSTONE LABS MINDS GRAIN CHAIN NETKI Votem A 21 MEDICI VENTURES#22Key Press Coverage Voatz bitt ... ← Blockchain regulatory sandb - C Wednesday, November 7, 2018 overstock. Caribbean News Now! ← an. Go. A A money ay. Go. G in Scan. Pay. Ⓡ t Sections About Us Advertise Archives Contact Conbute Subscribe by West Virginians abroad in 29 x https://www.washingtonpost.com technology/2016/11/06 west-virginians-countries-have-ved-by-le-onvice-bos The Washington Post Derry Dies in Dor https://www.caribbeannewsnow.com/2018/11/02/blockchain-regulatory-sandbox-kicks-off-n-barbados Blockchain regulatory sandbox kicks off in Barbados November 2 201 The Switch West Virginians abroad in 29 co have voted by mobile device, in biggest blockchain-based voting + Scan Pay. Go. ... mm ←+C Sca Eastern Caribbean Central B x coindesk + ← f West Virginia is allowing + x + https://www.foxbusiness.com features/west-virginia-is-allowing-military-residents-to-cast-callots-using-their-smarton C 8 4 https://www.condesk.com/eastern-caribbean-central-bank-pilot-bit-blockchain-techy NEWS Ad 1001 Blockchain 101 Technology Markets Business De in West Virginia is allowing military residents to cast ballots using their smartphones By Jade Scipioni/Published November 06, 2018 Proud American FOXBusiness Eastern Caribbean Central Bank to Pilot Bitt Blockchain Tech Register Now to Hear Allianz, Bakit MARKETS .. FOXIBUSINESS 640 PERSONAL FINANCE BitcoinExchangeGuide C f SMALL BUSINESS TECHNOLOGE GWest Virginia Ploting Block x + https://www.coindesk.com west-virginia-plating-blockchain-ting-app-in-senate-election in 9 440 coindesk Blockchain 101 Technology 201 + -8 And CBCS To Create Cen X https:/bitcoinexchangeguide.com bitt-and-cbcs-to-create-central-bank-backed-crypto-in-the-etherlands-antiles t& STATE OF WEST VIRGINIA f 8⁰ ABOUT BITEDIN 181 CRYPTOCURRENCY GUIDE EXCHANGES WALLETS MINING ENG West Virginia Piloting Blockchain Voting App in Senate Election Register Now to Hear Allan, Bast ICE and SEC Markets in Bitt And CBCS To Create Central Bank- Backed Crypto In The Netherlands Antilles By Bitcoin Exchange Guide Neen Team Augur 16, 2018 201 Q Business Data & Researc M 440 West Virginia set to allow sm x https://thehill.com homenews/campaign400653-west-virginia-will-allow-smartphone-voting-during-mas News Policy TRENDING DONALD TRUMP ELIZABETH WARREN Just In... Opinion Man who vandalized Trump Walk of Fame star pleads no contest, sentenced to probation BLOG BRIEFING ROOM-515 AGO Dear Democrats: Don't be worthless, corporate Events 945 Jobs FEATURED West Virginia set allow smartphone THE HILL voting for those serving overseas f ING BY MORGAN OSTALTER 08/06/18 10:32 PM EDT HILL TV SHARE IdentityMind What Amer GLOBAL Y with Abe TWEET ... (C OF IN FC FOX 6.45 20 West Virginia becomes 1st st SECTIONS U.S. World Opinion https://www.foxnews.com/politics/west-virginia-becomes-1st-state-to-allow-voting-by-app S By Andrew O'Reilly Fox News identityMind The Key to Tran X MOBILE VOTING PYMNTS.com TODAY'S NEWS Politics + RETAR ELECTIONS Published October 2 West Virginia becomes 1st state to allow voting by app 000000 Entertainment Butinens INDEXES OPINION 828 En Nights https://www.pymnts.com/fraud-prevention/2018/identitymind-compliance-bansaction-monitoring-and-automation Lifestyle TV WV Radio Mare TRACKERS PYMNTSLIVE MASTERCLASS FRAUD PREVENTION Digital Identities For A Digital World: The Key To Modern Transaction Monitoring By PYMNTS ya QLogitch TV RESOUR QF A 22 MEDICI VENTURES#23overstock. Oloverstock. Retail 23#24Retail Revenue Growth and Contribution 15% 10% 5% 0% -5% -10% -15% 3.2% Q2 '17 overstock. Retail Revenue Growth -4.0% Q3 '17 -13.3% Q4 '17 2.8% Q1 '18 11.6% Q2 '18 3.7% Q3 '18 Millions $45 $40 $35 $30 $25 $20 $15 $10 $5 $- $(5) $(10) $38.1 Q3 '17 Retail Contribution Dollars $31.0 Q4 '17 $18.5 Q1 '18 $(3.3) Q2 '18 $29.9 Q3 '18 24 Retail Contribution is a non-GAAP financial measure which is calculated as retail gross profit less retail sales and marketing expense. See Appendix for Contribution Reconciliation#25Significant Marketing Efficiency Gains Jan Revenue overstock. Google Paid Sep ROAS +43% 11 Jan Sep Jan Revenue Facebook Sep Jan 11 Jan +82% IM Revenue ROAS Sep Sep Pinterest ROAS +187% 1 Jan Sep 25#26Paid Club O Memberships club O rewards overstock. +66% 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 2016 2017 2018 26#27SEO Overstock vs. Competitors in Top 100 Keywords Since May overstock. Average Rank 47.5K 45K 42.5K 40K Average Rank 25K 20K 15K May 01 35K Average Rank 34K 33K May 01 32K 31K 30K May 01 T Estd. Traffic ▾ May 26 Estd. Traffic overstock. Competitor B May 25 Top 100 Estd. Traffic May 25 Jun 201 Top 100 Rankings Jun 18 Rankings Top 100 Competitor D Jun 18 SERP Title - Rankings Jul 15 SERP Title Jul 12 SERP Title Jul 12 Aug 09 Aug 05 Aug 05 Sep 03 Aug 29 Aug 29 Sep 28 Sep 22 Sep 22 Oct 16 Oct 16 Oct 23 III = Average Rank 22K 20K 18K 16K May 01 Average Rank 13K 12K 11K 10K May 01 Average Rank 16K 15K 14K 13K 12K May 01 Estd. Traffic Competitor A May 25 Estd. Traffic May 25 Top 100 Rankings Estd. Traffic Jun 18 Competitor C May 25 Top 100 Jun 18 Top 100 Rankings Competitor E Jun 18 Rankings SERP Title Jul 12 SERP Title Tul 12 SERP Title Jul 12 Aug 05 Aun 05 Aug 05 Aug 29 Aun 29 Sep 22 Aug 29 три Sen 22 umudung Sep 22 Oct 16 www Oct 16 Oct 16 III = III E III 27 Source: seoClarity (November 1, 2018)#28SEO Keyword Rankings in Top 10 Results Competitive Rank Ⓡ Day: 09/15/17-10/31/18 Top 10 Legacy Aug 2017 Google Keyword Count 10K 9K 8K 7K 6K Sep 15 Oct 13 overstock. Nov 10 Dec 08 Jan 05 Feb 02 Mar 02 Mar 30 Apr 27 May 25 Jun 22 Jul 20 Aug 17 линии Sep 14 Oct 12 28 ||| Source: seoClarity (November 1, 2018)#29Retail: The Ship Has Turned Maintained positive revenue growth Gross margin improvement - Q3 19.5% vs. Q2 18.9% Contribution¹ turnaround – Q3 $29.9 million vs. Q2 ($3.3) million Pre-tax loss² excluding special legal costs³ - Q3 ($29.2) million vs. Q2 ($57.4) million Pre-tax loss² - Q3 ($40.0) million vs. Q2 ($57.4) million ● ● ● ● ● 29 overstock. 1 Retail Contribution is a non-GAAP financial measure calculated as retail gross profit less retail sales and marketing expense. See Contribution Reconciliation in Appendix 2 Excluding intercompany transactions eliminated in consolidation. 3 $10.8M in special legal costs related to our gift card escheatment case in Delaware and capital raising efforts.#30Strategic Alternatives overstock. 30#31Send questions to [email protected] Ooverstock. ●#32overstock. Appendix#33Q3 2018 Results: OSTK Total Revenue $440.6 Million 4% increase vs. Q3 2017 overstock. Contribution³ $31.4 Million 20% decrease vs. Q3 2017 Gross Profit $86.7 Million 4% increase vs. Q3 2017 Ending Cash $182.0 Million vs. $152.2 million at June 30, 2018 Pre-Tax Loss ($49.4) Million¹ ($40.0M) - Retail² ($9.4M) - Medici² vs. ($6.5) million in Q3 2017 ($2.9M) - Retail² ($3.7M) - Medici² Proceeds from Equity Offering $94.6 Million Net of Offering Costs 2.9 million shares at avg. $33.71 per share 33 1 Includes $10.8M in special legal costs related to our gift card escheatment case in Delaware and capital raising efforts. 2 Excluding intercompany transactions eliminated in consolidation. 3 Contribution is a non-GAAP financial measure calculated as gross profit less sales and marketing expense. See Contribution Reconciliation in Appendix#34Q3 2018 Results: Retail Revenue $435.8 Million 4% increase vs. Q3 2017 Contribution¹ $29.9 Million vs. $38.1 million in Q3 2017 vs. ($3.3) million in Q2 2018 overstock. Gross Profit $85.1 Million 3% increase vs. Q3 2017 Contribution Margin¹ 6.9% vs. 9.1% in Q3 2017 vs. (0.7%) in Q2 2018 Gross Margin 19.5% vs. 19.6% in Q3 2017 Pre-Tax Loss² ($40.0) Million³ vs. ($2.9) million in Q3 2017 34 1 Retail Contribution is a non-GAAP financial measure calculated as retail gross profit less retail sales and marketing expense. 2 Excluding intercompany transactions eliminated in consolidation. 3 Includes $10.8M in special legal costs related to our gift card escheatment case in Delaware and capital raising efforts. See Contribution Reconciliation in Appendix#35Contribution Reconciliation overstock. Q3 2018 Total net revenue Cost of goods sold Gross profit Less: Sales and marketing expense Contribution Contribution margin Q3 2017 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 Q2 2018 Total net revenue Cost of goods sold Gross profit Less: Sales and marketing expense Contribution Contribution margin $ $ $ $ $ Direct Partner Retail Total 15,424 $420,351 $ 435,775 $ 16,205 350,651 (781) $ 85,124 $ 55,182 29,942 $ 6.9% 334,446 85,905 $ 19,645 $ 400,419 $ 420,064 $ 19,577 318,121 337,698 82,298 $ 82,366 $ 44,910 68 $ 692 38,148 $ 9.1% 14,715 $ 462,968 $ 477,683 $ 14,672 372,580 387,252 43 $ 90,388 $ 90,431 $ 93,747 (3,316) $ -0.7% $ Other 4,805 $ 440,580 353,864 86,716 3,213 1,592 $ 130 1,462 $ 30.4% 55,312 31,404 7.1% 340,332 3,943 $ 424,007 2,634 1,309 $ 243 83,675 45,153 1,066 27.0% Total $ $ 692 39,214 9.2% 391,390 5,450 $ 483,133 4,138 1,312 $ 669 643 11.8% 91,743 94,416 (2,673) -0.6% 35 *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 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.