Amendment 1 dated March 29, 2018 to Memorandum of Understanding by and among Overstock.com, Inc., Medici Ventures, Inc., Patrick M. Byrne and Hernando de Soto

This Amendment 1 (“Amendment”) to the Memorandum of Understanding between Hernando de Soto, an individual (“Hernando”), Overstock.com, Inc., a Delaware corporation (“Overstock”), Medici Ventures, Inc., a Delaware corporation (“Medici”), and Patrick M. Byrne, an individual (“Patrick”), dated as of December 27, 2017, (“MOU”) is entered into this March 29, 2018 (“Effective Date”).

WHEREAS, the MOU states that the parties will work in good faith to give effect to the MOU and enter into more detailed agreements;

WHEREAS, the parties have, to date, worked in good faith but have not yet completed such detailed agreements;

WHEREAS, the DeSoto Inc. entity was formed as anticipated by the MOU (“Company”);

WHEREAS, the MOU establishes, among other things, a deadline of March 31, 2018 by which Patrick must provide $14 million to the Company and Medici must provide $4 million to the Company (“Additional Capital Contributions”);

WHEREAS, due to the fact the parties have not yet completed the detailed agreements anticipated by the MOU, Patrick and Medici have not yet made the Additional Capital Contributions to the Company;

WHEREAS, the parties desire to allow for additional time to complete the detailed agreements and desire to extend the deadline by which Patrick and Company will make the Additional Capital Contributions;

NOW THEREFORE, the parties hereby modify and amend the MOU as follows:

IN WITNESS WHEREOF, the parties have respectively executed this Amendment as of the Effective Date.