DEALER-MANAGER AGREEMENTDealer-Manager Agreement • November 2nd, 2016 • OVERSTOCK.COM, Inc • Retail-catalog & mail-order houses • New York
The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Overstock.com, Inc., a Delaware corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.0001 per share (the “Common Stock”), subscription rights (the “Rights”) as set forth in the Prospectus Supplement to be filed on or about November 14, 2016 to the Company’s Form S-3 registration statement (File No. 333-203607) first filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 24, 2015, as amended, to subscribe for and purchase shares of the Company’s Series A Preferred Stock and/or Series B Preferred Stock (the “Series A Rights Shares” and the “Series B Rights Shares”, respectively, and collectively the “Rights Shares”), in either case at a cash subscription price to be determined (the “Subscription Price”).
