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AGM 2019

May 9, 2019

Allison Abraham
Chairwoman of the Board, Overstock.com

Good afternoon. I'm Allison Abraham, Chairwoman of the Board of Directors of Overstock.com, and at the request of CEO Patrick Byrne and the Board of Directors, I'll also be serving as Chair of this meeting today. On behalf of the Board of Directors and the management of Overstock, I welcome you to the 2019 Annual Meeting of Stockholders of Overstock.com, Inc. We appreciate your attendance at today's meeting. We are also providing a live audio feed of today's meeting for those unable to attend in person.

It is now 1:00 P.M. on May 9, 2019, and in accordance with the notice of the meeting, I call the Annual Meeting of Stockholders to order, and I declare the polls open for the matters to be voted on by the company shareholders at today's meeting. As each shareholder entered the meeting today, we provided him or her with an agenda for the meeting. We will conduct this meeting in accordance with that agenda. As noted on the agenda, we'll provide an opportunity for questions and answers and discussion after the meeting has been formally adjourned, so please hold your questions until that time.

Representatives of Overstock.com and our independent accountants, KPMG, are here with us today. They will have an opportunity to make a statement and will be available to answer appropriate questions. We are conducting today's meeting in accordance with Reg FD. If you are listening to our webcast of today's meeting, you may submit questions through the live webcast portal, and questions will be answered after the formal business has been addressed. Please silence your cell phones and turn off all other electronic devices. Let me begin by making an introduction of our Board of Directors, followed by the corporate officers of the company.

As I call your name, I would ask you that you please stand. Patrick is the Overstock.com's founder and Chief Executive Officer. He's been a director and our CEO since 1999. Jonathan Johnson joined Overstock in 2002 and has served as a— You can stand. Everybody else sits and that's it.

I'm standing. You can stand. Okay. Jonathan Johnson has served in a number of senior executive positions. He's also served as a director since 2013 and was chairman of the board from 2014 to 2017. He is currently serving as president, Medici Ventures, and chairman of the board of tZERO, effective now. Clay Corbus, he is an independent director and member of the Audit Committee. He has been a director since 2007. Joe Tabacco, he is an independent director. He's chair of the Nominating and Corporate Governance Committee and the Compensation Committee, and he is also a member of the Audit Committee.

He has been a director since 2007. And as I mentioned, I'm Allison Abraham. I've been a director since 2002, and I'm the chair of the Audit Committee and a member of the Comp Committee and the Nominating and Corporate Governance Committee. I would also like to introduce our officers and ask them to stand and to remain standing while we introduce the other officers. Patrick, our CEO, I think you all know Patrick.

Patrick Byrne
Founder and CEO, Overstock.com

I don't know.

Allison Abraham
Chairwoman of the Board, Overstock.com

Saum Noursalehi, CEO of tZERO. Jonathan Johnson, director of Overstock, president of Medici Ventures and chairman of the board of tZERO. Dave Nielsen, just announced president of retail. Kamelia Aryafar, our Kamelia, sorry, chief algorithms officer. Nate Auwerda, chief technology officer. Sumit Goyal, chief digital officer. Greg Iverson, our chief financial officer. J.P. Knab, our chief marketing officer. Carter Lee, our chief administrative officer. Seth Moore, our chief strategy officer. Meghan Tuohig, chief people officer. And Ron Hilton, our just appointed today, our chief sourcing and operations officer. Now for vice presidents, we have Glen Nickle, vice president, legal, general counsel, and corporate secretary. Anthony Strong, vice president of finance and FP&A. Brandon Greenwood, vice president of IT and security.

Carol Marrelli, vice president executive development. Casey Holbrook, vice president advertising. Chris Scott, vice president customer activation. Daniel Pemper, vice president OLabs. Forbes Cook, vice president product management, Bjorn van der Kam , Vice President of Sourcing and Analytics. Jimmy Budnik, Vice President of Customer Care. Josh Hollowell, Vice President of B2B and Marketplace. Kent Salisbury, Vice President of Push Marketing and Audience Activation. Kevin Ivers, Vice President of Sourcing.

Christa Matthews, Vice President of Partner Management. Mikel Shaw, Vice President of Marketing Operations. Mark Baker, Vice President of Sourcing and Operations, Technology and Product. Mohit Lani, Vice President of Customer Technology and Product. Molly Parker, Vice President of Content. Nate Gee, Vice President of Advertising. Tyler England, Vice President of Customer Strategy and Insights. Umesh Maharaj, I don't know if I messed that up. Umesh. Umesh is possible.

Right. Vice President Product Management. And Vince Atkins, Vice President Supply Chain. And now for Medici Ventures, we have two board members who are not here today but did attend by phone. Bruce Fenton, who's a director at Medici Ventures, also on the tZERO board. Rob Shapiro, director of Medici Ventures. Joel Weight, Chief Operating Officer Medici Ventures. And Stanton Huntington, general counsel of Medici Ventures. For tZERO, we have Steve Hopkins, president tZERO. Elliott Grossman, CEO retail broker-dealer tZERO. Amit Goyal, chief technology officer tZERO. Joe Quall, chief financial officer tZERO. And Alan Konevsky, chief legal officer tZERO. For Medici Land Governance, we have Ali El Husseini, who is not in attendance today because he's busy doing business. And Rob Hughes, president Medici Land Governance. I'm delighted for this team that we have in place. You may be seated.

With us also today is Kevin Johansen and Brian Glebski of KPMG. These are the company's independent auditors. I would ask them to stand, which they are, and recognize. And if questions arise during the discussion period that our auditors should appropriately address, they will be happy to respond. Doug Ives who is the assistant vice president for our transfer agent Computershare and is also here today and serving as the inspector of elections. Mr. Ives has taken the oath of the inspector of elections prior to this meeting. Thank you. Our general counsel and corporate secretary, Glen Nickle, is serving as secretary of this meeting today, and he will now provide a caution about forward-looking statements that may be made during today's meeting and will then provide a report on the mailing of the notice of this meeting and the presence of a quorum. Glen?

Glen Nickle
General Counsel and Corporate Secretary, Overstock.com

As we share information today to help you better understand our business, it is important to note that we may make statements in the course of this meeting that state our intentions, hopes, beliefs, expectations, or predictions of the future. These and all other statements, except for statements of historical fact, constitute forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Overstock.com's actual results could differ materially from those projected in any forward-looking statements that may be made. We disclaim any intention or obligation to revise any forward-looking statements except as required by law. Additional information concerning factors that could cause actual results to differ materially from those contemplated by our forward-looking statements is contained in documents we file with the SEC, including but not limited to our most recent reports on Form 10-K, 10-Q, and 8-K.

In particular, please refer to the risk factors described in our Form 10-K for the year ended December 31st, 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. We are holding this meeting pursuant to the notice of the meeting dated March 18, 2019, which was distributed to shareholders on or about March 22, 2019. A copy of an affidavit of distribution will be included with the minutes of the meeting. All shareholders of record at the close of business on March 12, 2019, are entitled to vote at this meeting. A list of shareholders entitled to vote has been available at Overstock.com's headquarters for more than the past 10 days and is available at this meeting for examination by any shareholder.

We will file all documents concerning the call and notice of the meeting with the records of the meeting. The count of shares present immediately prior to the commencement of the meeting indicated that 27,781,007 shares of the company's voting shares were present in person or by proxy. This is about 84.87% of the total outstanding voting shares of the company as of the record date, which exceeds the percentage required to establish a quorum.

Allison Abraham
Chairwoman of the Board, Overstock.com

Great. Thank you, Glen. I hereby declare a quorum present at this meeting and that this meeting is duly convened. The board of directors thanks all shareholders who returned their proxies. Shareholders who returned their proxies authorize the person's name in the proxy card to vote on all proposals coming before this meeting. Those of you who requested ballots so you could vote individually received them when you entered the meeting today. Ballots are also available at the table where registration took place, and if you vote by ballot, please be sure to use the correct ballot, Common Stock, Series A Preferred, or Series B Preferred, to vote your shares.

If you are voting more than one class of shares today by a ballot, please complete a ballot for each class of shares that you hold. However, we encourage all shareholders to allow their proxies to stand. The first matter for shareholder action is Proposal number 1, the election of Joe Tabacco. The Nominating and Corporate Governance Committee nominated Joe for the election of a director at Overstock.com to serve in a term expiring on the date of the meeting at 2022 for Overstock or until a successor is duly elected and qualified. The board has endorsed the committee's recommendation, and I'm pleased to present the nomination and move for the reelection of the nominee of the board of directors. Is there a second?

Clay Corbus
Independent Director, Overstock.com

I second the proposal.

Allison Abraham
Chairwoman of the Board, Overstock.com

Thanks, Clay.

Clay Corbus
Independent Director, Overstock.com

Sure.

Allison Abraham
Chairwoman of the Board, Overstock.com

With no other nominations coming before the shareholders in accordance with the company bylaws, I declare the nominations closed. I suggest that those shareholders voting in person now mark their ballots and retain them. We will collect them and count the ballots after we've completed all matters on the agenda. The second matter to be submitted to the shareholders for action is proposal number two, the ratification and appointment of the audit by the Audit Committee and the board of directors of KPMG LLP as the company's independent registered public accounting firm for the year ending December 31st, 2019. I would call on Clay Corbus as a member of the Audit Committee for the recommendations of the Audit Committee and the board of directors in this regard. Clay?

Clay Corbus
Independent Director, Overstock.com

Thank you, Allison. The Audit Committee has responsibility for selecting the auditors for the company. The Audit Committee has unanimously selected KPMG LLP as the company's independent registered public accounting firm for 2019. I move for the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for 2019 as described in the proxy statement.

Allison Abraham
Chairwoman of the Board, Overstock.com

Thank you, Clay. You've heard the motion. Is there a second?

Jonathan Johnson
President, Medici Ventures

I second the proposal.

Allison Abraham
Chairwoman of the Board, Overstock.com

Thanks, Joe. I suggest those shareholders voting in person now mark their ballots. That being the final matter for action by the shareholders, we will now collect and count the ballots. Please stand if you would like to submit your ballot, and our inspector of the elections will collect it. Okay. There being no further ballots to be collected, I declare the polls to now be closed. Unless the inspector of the elections needs more time, I would ask that the secretary of the meeting now report the preliminary results of the voting.

Glen Nickle
General Counsel and Corporate Secretary, Overstock.com

The inspector of elections has counted the ballots and proxies and confirms on a preliminary basis as follows. First, the holders of a plurality of the voting shares represented at this meeting have voted for the election of Joseph Tabacco, Jr. as named in the proxy statement for a term expiring on the date of the annual meeting in 2022 or until his successor is duly elected and qualified. Second, the holders of a majority of the voting shares of the company represented at this meeting and voting on the matter, which shares voting affirmatively also constitute at least a majority of the required quorum, have voted in favor of the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2019.

Allison Abraham
Chairwoman of the Board, Overstock.com

Thank you, Glen. Subject to the tabulation of the votes, I hereby declare that the shareholders of Overstock.com have duly elected the nominee for director, Joseph Tabacco, named in the proxy statement. On behalf of the entire board, I would like to thank the shareholders for your support. I'm also pleased to announce that the shareholders have duly ratified the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2019. We will provide the final results of the votes in the Form 8-K, which we will file with the SEC within four business days.

There being no other official business for this meeting, we are concluding our 2019 annual meeting for shareholders. I thank you very much for your attendance in person and through the webcast. The meeting is now adjourned. Now we come to the part of our agenda providing the questions and discussion. Before I turn to Patrick to answer questions, let me outline the procedures for the questions and answer period. Anyone wishing to address the meeting should come to the microphone located at the front left of the auditorium, front of pews. And after recognition, oh, there it is. Sorry.

Patrick Byrne
Founder and CEO, Overstock.com

Front left.

Allison Abraham
Chairwoman of the Board, Overstock.com

The opposite. Sorry. My right, your left. Please be recognized by Patrick or I. State your name and indicate whether you are a shareholder or a proxy for a shareholder and proceed with your questions. We will ask that you try and keep your questions to one minute so that we can allow as many people as possible to ask questions. Please remember we are webcasting this meeting. For the benefits of the shareholders and others who are listening, we ask that you state your question clearly into the microphone after stating your name. Please be seated once you have asked your question. Kirsty is acting as our moderator for today's events. Have you received questions submitted by the shareholders?

Moderator

Yes, we have. The first one, how is the investment in Siebert Financial and Kennedy Cabot being leveraged for tZERO, and will they become a broker-dealer on the tZERO platform?

Patrick Byrne
Founder and CEO, Overstock.com

Let me punt that to Saum, but I think the short answer is we're unwinding. We're unwinding.

Saum Noursalehi
CEO, tZERO

Yeah. We unwound that quarter or two ago, and we partnered with Dinosaur to be our retail broker-dealer, so they may still subscribe to trade security tokens with us, but at the time, we're actually looking to other broker-dealers.

Patrick Byrne
Founder and CEO, Overstock.com

We'd like to work with Gebbia, and we'd like to work with Merrill, Siebert, but that's just one of other.

Saum Noursalehi
CEO, tZERO

Yeah.

Patrick Byrne
Founder and CEO, Overstock.com

A number of broker-dealers.

Saum Noursalehi
CEO, tZERO

There is one piece we are still working with them on, which is our DLR product. They're actually licensing that technology and leveraging it. So for the foreseeable future, they're going to be using that tech.

Moderator

The next question that has come in, I became interested in Overstock in April, in Overstock stock in April, while investigating security tokens and ultimately tZERO platform. Having been an investor since early April and tracking the daily stock trading, I have observed what can only be described as some unusual trading activity. With greater than 60% of the float currently short and the unusual daily trading activity, are there any concerns that Overstock is not being treated fairly by their current market makers? Likewise, it must have been frustrating that GSR and Makara Investments played out in the manner they have. Any concerns regarding the process of their due diligence and the amazing short-selling activity being coordinated against the stock?

Patrick Byrne
Founder and CEO, Overstock.com

Good question. We have no reason to suspect there's any connection between short selling and any of the individuals that we've been talking to about an investment. I normally stay quite a bit away from, well, it's been over a decade since I spent a lot of time talking about the trading that goes on in our stock. I don't even just worry about it anymore. I think we figured that out once years, but I will note that this quarter we went on the Reg SHO list for at least 13 days, and I didn't track after that. Does anyone happen to know if have we stayed on the Reg SHO list? Any of these shareholders here are paying attention to that?

We were on the so the Reg SHO threshold list is a list of companies that are basically seeing settlement failures beyond a certain threshold and basically you're being manipulated. And we're not supposed to be on that list for more than three days. Of course, a decade or more ago, we were on for 998 days, I think with one day off in the middle for bad behavior. But we've been on it again this quarter, which does tell me that there is aggressive short-selling against us. I'll make a comment on it.

My cousin Jim used to tell me that on Wall Street, there are the valuation shorts and the terminal shorts. Terminal shorts are shorts who bet against the company expecting it to go out of business. And I think that and really that's the bulk. Those are the big, heavy, serious short sellers. I think they've clearly, and so I have to believe that's been part of the strategy. What happened, I've been told, is that people just thought we weren't going to make it. They don't understand our economics.

Yes, last year, two years ago, I told the world we were going to jam the throttle at the beginning of last year, and I told the world in May we were going to hit the button for the afterburner. And so our economics last year looked different than we've ever had them. And they look terrible to me, but it's what generally is passed for success with internet companies. It didn't with us. I also thought that it might play into the sale. Part of the reason for that whole thing was actually we thought it was going to increase the possibility of pulling off a sale last year.

None of those happened, but I do think that people didn't realize how quickly we'd be able to return to sort of normal flight operations. I think of this as a pilot. I'm a pilot, so I think of this. And I remember somebody a couple of conference calls ago asked us, did we think in two years we would be able to fix things? And I had to chuckle. They didn't understand that. I mean, I think we actually got operating cash flow positive again in February or something on the retail side.

Anyway, we've gotten back to, well, the measure Greg uses, the Adjusted EBITDA, retail EBITDA, is something pretty close to operating cash flow for us, minus a few. And that was very easy to get that back. Well, I shouldn't say easy, but we were able to get that back on a normal flight configuration much more quickly than people understood we were going to be able to. So I think that people looking, it sounds like we have a huge amount of short interest from people who think that we weren't going to make it.

And they didn't understand that actually, so it was painful. We did take a. We had bulked up here in anticipation of just riding that wave and growing and losing a bunch of money. And my hope was that maybe that we would get the kind of valuations that let one capitalize up and continue to do that. Didn't happen. So we did have to shrink our G&A back down. However, there's been a real transition in the course of that as well.

So anyway, my point is that the shorts, I think we're betting on something that my assumption is today, if they watch the earnings call, they understand that that's not going to happen. They've seen the V-shape. It is in a projection. It's happened. Retail's back. We're fine. But I think that's really the heavy shorting. And I will note that we were on the Reg SHO list. Jonathan, do you know if we stayed on after that 13 days?

Jonathan Johnson
President, Medici Ventures

I don't know, but may I address part of this question?

Patrick Byrne
Founder and CEO, Overstock.com

Sure.

Jonathan Johnson
President, Medici Ventures

Part of the question was we must be disappointed in the way that GSR and Makara have played out in past tense. I would say they have not played out. GSR made an investment this week. I guess I would say we're a little. It was not what we expected and what we expected for a long time, but I also think we don't expect it's over with GSR. We know that Makara, as we talked about on our earnings call this morning, is involved in serious and continued due diligence. I wouldn't put a past tense on Makara for sure, and I'm not sure I'd even put a past tense on GSR yet.

Patrick Byrne
Founder and CEO, Overstock.com

I would agree with that. I think the chances are actually higher at this point that Makara invests than GSR, but I bet.

Jonathan Johnson
President, Medici Ventures

I would say the same without guaranteeing that either invests, but because that question was phrased in the past tense, I want to be clear that those discussions are ongoing and serious.

Patrick Byrne
Founder and CEO, Overstock.com

It must have been frustrating to shareholders. It was frustrating to us. There's been over a year of flying around the world and humbling about stuff. There are some real strategic advantages that would be brought if we were able to seal a deal with those two players. So it was frustrating for us as well. However, I want to point out that we finished the ATM. We have $140 million in the bank. And given what's going on in retail, I've changed my expectations today. I've let the public know that they expect us to go from $10 million- $15 million of operating adjusted EBITDA or operating income or whatever.

I actually, as I think they let me keep in the letter, I think you might see that 15 creep up to sort of 20, 25, 30 this year, something closer to $1 if things continue to keep improving and the technology innovation pipeline keeps spitting out good products. At that point, it puts us in the place where even if it's $15 million this year, it puts us in a place where next year we can have the kinds of cash flows we were having a few years ago and out of which we built this building and such, sort of $40 million, $50 million, $60 million, which is enough to then support everything we want to do on Medici. On the other hand, the Medici side of the business, we are through the heavy investment portion.

I mean, tZERO has eaten up $120 million-$30 million over time. That's not going to keep going for years. And my point is I think we can get the cash burn down between the money we just raised and what's going on with retail and what's happening in Medici. I think we're at the point where things go even just reasonably well. The retail business now supports everything we want to do. It can support everything we want to do from now on blockchain. And that's without assuming that there become opportunities to capitalize those blockchain businesses, which seem to be there or any of them turning into oil gushers. And I do think that there's a non-negligible chance tZERO turns into an oil gusher in the next year.

Moderator

The next question. Based on the events leading up to today, was the time spent courting GSR and the relationships we were promised into the Asia market all for nothing? But I feel like you have covered that.

Patrick Byrne
Founder and CEO, Overstock.com

Yeah. It was not. There were a lot of trips to Asia and Spain and London, and these guys, Seth and Saum, have been all over, as have I, all over the world for this. We got $5 million out of it, and we have a live conversation going with Makara, and we're freed up of all the. To be honest, it is possible that the LOIs we have disclosed that we have hired a banker who is handling parallel conversations, and we have disclosed that in the past. It may be the case that all this folderol with the Asian investment may have created an umbrella where it was hard to have two productive conversations with other possible investors. Now that we've cleared that up, that's good. I don't know. Saum, do you feel it was a waste of time to get that $5 million?

Saum Noursalehi
CEO, tZERO

I don't. It's still ongoing, as Jonathan mentioned. If it does pan out, the strategic partnerships these guys would bring us would make it definitely worth it in addition to the capital. So it's to be determined. I think the $5 million was a nice start, but we'll see how the next two months play out.

Patrick Byrne
Founder and CEO, Overstock.com

Yeah. The last year, I do have to say, it was about a year ago that I went to Asia for a road trip for the security token, and the interest was overwhelming. It was I must have sold $800 million worth of tZERO security tokens. But when all was said and done, about $11 million of that came through in Asia. And some of it had to do with regulations and lawyers and crypto winners, and some of it had to do with talking big on the other side of the table. Yeah. Things like that happen.

Jonathan Johnson
President, Medici Ventures

They do happen. And.

Patrick Byrne
Founder and CEO, Overstock.com

I was in Korea, and I literally had two guys in a scuffle outside my hotel door room because we could only take for legal reasons $60 million in Korea. And I had two guys who both wanted to take the whole $60 million, and they were scuffling outside my hotel room while I was talking to a third person who wanted to take all $60 million. And of that, I think we got about $2 million. It was a bunch of drama involved over in Asia. Go ahead, Jonathan. Sorry.

Jonathan Johnson
President, Medici Ventures

No, I'm ready for the next question.

Moderator

In the earnings release, you mentioned Medici Land Governance signed a deal with Lusaka. Can you talk about that more?

Patrick Byrne
Founder and CEO, Overstock.com

I love this. I love this. So we're not, as we disclosed a quarter ago, it was not possible to get Hernando de Soto to the table finally. So we went on without him. And we opened up a different business called Medici Land Governance, which has taken a very different approach than he was interested in taking. We have two projects in Africa. The Zambian one is really the prototype for what we want to do around the world. And somebody else, and I'll throw out these numbers without naming names of other companies, another company had gotten a contract to provide these services there at $250 a title. And we said we would do 50,000 for free because we thought we could bring the cost down so much. And we found we brought the cost down over 90%.

We have developed products for land governance that are really extraordinarily disruptive, like can beat the competition by, well, at least in that case, 94% or something. We did for free the first 50,000 titles and got the product right and working and everybody happy with it. And we just signed yesterday a deal for a minimum of 250,000 more, and it could go up conceivably. It could go to 1 million- 2 million titles in Lusaka, which is the capital of Zambia. And then really all of Africa or much of Africa is opening its doors to us. We're in the process now of selecting a country to be our full sort of prototype test bed for all that we're bringing out. But anyway, this deal we signed yesterday with Lusaka, properly executed, could itself easily pay us, and it's still at a fantastic price to the government.

It still is, I mean, at a price that's far below what the market price that governments are used to paying for services like that. And it's one where just that city alone should be able to pay off all that we have spent in developing this suite of products for Medici Land Governance. And then that gives us another 4.998 billion people to go after with those products. I think there's a couple of sleepers in here besides tZERO, Bitt, and Medici Land Governance primarily. And the market that we are addressing is there's something like $170 trillion of known mineral reserves around the world that are not extracted because nobody really knows. The record isn't clear about who owns it.

And if you're a public company and you raise public money, you can't go and dig a hole in Peru unless you can prove that the place you're digging the hole, that there's clear chain of title between the villagers and the this and all the way up to the international treaties. So clearing that up is something that liberates literally stuff that's measured in the hundreds of trillions of dollars of capital. So again, I think it was worthwhile developing some free products and attacking that market.

Moderator

This is a three-part. I'll give you one at a time. Does Patrick still plan on honoring his commitment to fully separate OSTK from Medici by 12/31/2019 without any delays?

Patrick Byrne
Founder and CEO, Overstock.com

Do I plan on honoring the commitment to separate retail from Medici? You want to address this, Jonathan?

Jonathan Johnson
President, Medici Ventures

I'm not quite sure I understand. I don't know that you've made that commitment. We've talked about it as an opportunity. Part of what we've been doing is going through a process looking to see what options we have with the retail business. That process continues, and it's changed over time as our business fortunes have changed over time, but it has certainly not stopped. I do think there's great value in Medici and retail being part of the same company. The value that Medici gets from some of the expertise within retail is fantastic. I think the board will continue to look at ways to maximize the value. If that's separated because there's an offer that makes sense on separating, or if it's bringing them closer together because that's how we maximize value, that's what the board of directors, I think, is going to continue to do.

Patrick Byrne
Founder and CEO, Overstock.com

Yeah. I guess I feel like I do owe the shareholders a little bit of an explanation of what's happened. And I was told at the beginning of this that selling a company like retail would be like baking a soufflé and just you don't ask when it's done. It's done when it's done, and it's done when everything's right, and so on and so forth. That soufflé was scheduled to come out of the oven March 8th of last year, and we really had quite a beautiful soufflé baked. Something came in and interrupted that soufflé. You'll have to go and do your own homework as to what that might have been. But it really meant that the rest of last year was a process of trying to rescue a soufflé. And it came in sort of three to four month cycles.

It sort of also reached a crescendo. We kind of thought August and September we were about to get it all back together, and then again at the end of the year. We've kind of had three cycles at it. I'll save you some looking up. I would have thought a month ago that I would be telling you today we'd be suspending those efforts, that I don't think it's possible to get while we have this SEC stuff going on, that it's possible to get. That really puts a chill on your soufflé baking. It was a week before March 8th last year that this letter came in from the SEC. That really has been, and we've had a number of potential acquirers mention this.

It's just going to be hard to get that normal bake-off process right while you got that SEC stuff in the air. On the other hand, so I would have thought of that a month ago that I'd even be telling you today that we're just going to stop trying it until we finish the SEC stuff. That said, two very good conversations started in the last month. So I don't know what to tell you. I would have told you that I'm going to suspend those efforts until we finish this SEC inquiry into the Dastardly stuff Saum has been doing over in tZERO. I'm kidding. It's been super clean, and tZERO is squeaky clean. But we're as squeaky clean as we can scrub it.

But that's where I thought we were, but something has happened in the last month where there are two more overtures have come our way. So it would be dishonest to say we have ended the conversation, and in fact, two nice conversations have started. So with all that said, tell you what, I'll make a deal. I'll make a deal. Let's not. Well, you now know everything I know. Will we have that done at the end of the year? I don't know. It depends on.

Jonathan Johnson
President, Medici Ventures

Patrick, I thought you were channeling your good father for a minute there.

Patrick Byrne
Founder and CEO, Overstock.com

I was about to make a mouth.

Jonathan Johnson
President, Medici Ventures

You looked and sounded like your late and dear father, Jack. That was eerie to me.

Patrick Byrne
Founder and CEO, Overstock.com

Okay.

Moderator

Let's go to the second part of that question.

Patrick Byrne
Founder and CEO, Overstock.com

Quick.

Moderator

Are you satisfied with Guggenheim's performance regarding the retail sale? Why or why not?

Patrick Byrne
Founder and CEO, Overstock.com

I'll pass that to Jonathan and Seth, who've been handling that.

Jonathan Johnson
President, Medici Ventures

Yeah. Yes. And I think the short answer is yes. Selling a business is difficult. We've had some, as Patrick mentioned, other factors as part of it. I think Guggenheim has done a nice job as the banker. It's hard to say that when we haven't had a closing, but I think they've done good work. Seth, when I come up here, I'll hand you the mic. Oh, use the one at the side.

Yes. I think they've done an admirable job, as Patrick said. There's been a number of external circumstances we've been working through, but I think as there's more information, you'll be able to see the work that they've done.

Patrick Byrne
Founder and CEO, Overstock.com

Yep.

Moderator

What was the benefit of the Soros investment, and do you regret the deal?

Patrick Byrne
Founder and CEO, Overstock.com

One benefit was $150 million in cash. No, I don't regret that. We took that and built out a lot of tZERO with it.

Moderator

That's the end of that three-part question.

Patrick Byrne
Founder and CEO, Overstock.com

I have noticed that that's around the time that trading in our stock got odd. People have brought that to my attention, that it is the point that trading in our stock started exhibiting different behavior. Don't know what to make of that.

Moderator

New question. How do you feel about the tZERO token currently trading at such a low price in comparison to the early sales price offered to investors, and are you surprised?

Patrick Byrne
Founder and CEO, Overstock.com

Go ahead. I mean, crypto in general is pretty suppressed at this time, but I'm not surprised. I think if you are someone who has interest in the token, it's a long-term play. It's about, "We're going to build this new system that's going to replace Wall Street." And if you're a believer of that, you should be in it for the long run. And so a drop right now in the short term as we're building out this technology is really not relevant. It's a bet on the revenue. What's interesting about that tZERO security token is a straight bet that tZERO will be able to generate revenue. It's not a bet people don't have to bet all the way down to the bottom line, just top line. So it's really a pure bet on does security tokens take off. And so you wouldn't really expect it.

I mean, I think trading is actually extremely light. And until there's revenue actually happening in tZERO and people able to make projections and decisions off that, I'm not sure, and until August when the public can actually start trading it. Right. Right now, it's only accredited investors that can trade it, so it's very low volume. It's the first token. And you heard on the call where we signed a deal with Emaar, the big real estate firm. So there'll be a token on the platform. OSTKP is coming in the next two months. So as we build out this ecosystem, Securitize's protocol, we're able to now absorb their tokens and have them trading. So this is just the beginning of building out this ecosystem, and you'll see liquidity and trading volume really take off.

As our revenues go up, I think the token price will go up.

Moderator

How does the BOX Joint Venture Partnership Security Token Exchange differ from tZERO?

Patrick Byrne
Founder and CEO, Overstock.com

So I think they meant, "How is that different than the ATS, which is how they're trading today?" That's the ATS, alternate trading system. A national exchange brings a lot of credibility. There aren't that many national exchanges out there. And so what it allows us to do is charge for listing fees, market data, transaction fees. It lets us work more closely with the SEC and submit what's called a rule book to treat this asset class. So it's a big difference. And it's where we want companies that graduate and want to do IPOs down the road. We want those to shift over to the JV with BOX, the BSTX. And so that's where tokens that are going to IPO will trade.

Moderator

I have no additional questions at this time. Any questions in the room?

My name is Fuad Saeed. I own the Common and also the tZERO tokens. I was wondering if you guys could discuss the tZERO patent and whether or not you can leverage it like Qualcomm leveraged their wireless patents. Thank you.

Patrick Byrne
Founder and CEO, Overstock.com

Can I ask Glen? Thank you, Fuad. Can I ask Glen, our esquire, to come and opine, and aren't you an IP lawyer originally, so come on up, and while you come up, I will say that's a great question. I think that people haven't noticed this. That patent we have is, I think, extraordinarily valuable, and we already know from the marketplace people understand. Didn't you just tell me again about some other feedback the other day? Anyway, people in the marketplace understand we got the goods. Glen?

Glen Nickle
General Counsel and Corporate Secretary, Overstock.com

You bet. And it's hard to summarize. I think it's a 40-60-page patent. I'll do my best. But it does cover the ecosystem that we're looking at in terms of tokens and their ability to trade. That's the general summary. And will we be using it? Of course, we will. We need to see where the industry gravitates and where people and their technology move. But yeah, it's an important patent to us. We put a lot of time, a lot of time and effort into that patent. And we believe we will try to broaden that patent as well with continuations to strengthen and grab more claims to protect that intellectual property. But it is something that's very important, and we're excited about it.

Moderator

All right. Any other questions? If not, that concludes the informal part of our meeting. We thank all the shareholders, both that were here today and on the webcast, who voted by proxies. We also thank all shareholders who could not be here and were listening in. And that will end our Q&A section, and we're adjourning the meeting. Thank you very much for coming.

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