8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 3, 2017

EXP WORLD HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Commission File Number: 333-168025

Delaware	98-0681092
(State or other jurisdiction	(IRS Employer
of incorporation)	Identification No.)

1321 King Street, Suite 1
Bellingham, WA 98229
(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: (360) 685-4206

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On April 3, 2017, eXp World Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and fiscal year ended December 31, 2016. A copy of the Company’s April 3, 2017 press release is attached hereto as Exhibit 99.1

In accordance with General Instruction B.2 of Form 8-K, the information contained in Exhibit 99.1 furnished as an exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section, and shall not be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

Exhibit 99.1 contains certain non-GAAP financial information. The reconciliation of such non-GAAP financial information to GAAP financial measures is included in Exhibit 99.1. Further, Exhibit 99.1 contains statements intended as “forward-looking statements,” all of which are subject to the cautionary statements about forward-looking statements set forth therein.

Item 7.01. Regulation FD Disclosure.

The Company will be making a presentation at The MicroCap Conference on April 4, 2017 at 9:30 a.m. ET at the JW Marriott Essex House, located at 160 Central Park S., New York, NY, 10019. A copy of the materials to be presented at the meeting is accessible on the Company’s website at http://investors.exprealty.com and furnished as Exhibit 99.2 to this Current Report on Form 8-K, incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 7.01 and in Exhibit 99.2 furnished as an exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section, and shall not be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	eXp World Holdings, Inc. Earnings Press Release dated April 3, 2017
99.2	eXp World Holdings, Inc. Presentation Materials dated April 4, 2017

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 4, 2017

EXP WORLD HOLDINGS, INC.
By:	/s/ Alan Goldman
	Alan Goldman Chief Financial Officer

3

EX-99.1

Exhibit 99.1

News Room 

SOURCE: eXp World Holdings, Inc.

eXp World Holdings, Inc. Reports Record Fourth Quarter and Full Year 2016 Financial Results

2016 Agent Growth of 178%; Drives Revenue Growth of 137% to Record $54.2 Million

BELLINGHAM, WA --(Marketwired - April 03, 2017) - eXp World Holdings, Inc. (OTCQB: EXPI), the holding company for eXp Realty LLC, The Agent-Owned Cloud Brokerage®, has provided a corporate update and its financial results for the fourth quarter and full year ended December 31, 2016.

2016 Company Highlights

• Revenues in 2016 increased 137% to $54.2 million compared to $22.9 million in 2015.

• Net loss in 2016 increased to $(26.0) million, or $(0.51) per diluted share, compared to net loss of $(4.6) million, or $(0.09) per diluted share in 2015. The net loss in 2016 was primarily due to non-cash charges as a result of a $20.5 million valuation increase of the intrinsic value of certain options due to an increase in share price during the period, and a $4.3 million increase in stock compensation expense. This compares to a $3.4 million valuation increase of the intrinsic value of certain options and a $1.2 million increase in stock compensation expense in 2015.

• Adjusted EBITDA (a non-GAAP financial measure) increased 397% to $1.6 million in 2016, compared to $0.3 million in 2015.

• Agents and brokers on the eXp Realty platform increased 178% to 2,401 in 2016, compared to 864 at the end of 2015. On March 15, 2017, the number of agents and brokers surpassed 3,000.

Management Commentary

"2016 established us as one of the largest and fastest growing brokerages in North America as we nearly tripled in size over the past year," said Glenn Sanford, Founder, CEO and Chairman of eXp World Holdings, Inc. "Our strong revenue and adjusted EBITDA growth in 2016 showcases the leverage in our model, which we expect to continue to be evident as we execute on our overall strategy.

"Driving this is our cloud-based brokerage model, which creates a strong value proposition for agents and has allowed us to attract some of the top producers, as well as some of the highest ranking teams, throughout the U.S. and Canada. We have become a leading brokerage of choice for agents due to eXp Realty's unique value proposition.

"Throughout 2016 and into 2017, we have continued to focus on investing in the infrastructure and tools necessary to support our growth and ensure scalability of eXp's Realty's business model. The investments we are making today will allow us to support a much larger, more mature organization well into the future. We expect our robust growth to continue to increase both in terms of agent count and revenues, along with our value proposition to our agent-owners and shareholders."

Fourth Quarter 2016 Financial Results

Revenues increased 181% to a record $18.0 million in the fourth quarter of 2016, compared to $6.4 million in the fourth quarter of 2015. Sequentially, revenues increased 14% when compared to revenue of $15.8 million in the third quarter of 2016. This growth is a direct result of the increased agent count and corresponding higher revenues realized by the Company's real estate brokerage division, eXp Realty.

In the fourth quarter of 2016, eXp Realty added 585 agents and brokers to its platform, an increase of 309% when compared to 143 agents and brokers added in the fourth quarter of 2015. This represents a sequential increase of 32% when compared to 418 agents added in the third quarter of 2016. eXp Realty ended 2016 with 2,401 real estate professionals on its platform across 42 states, the District of Columbia and Alberta, Canada. On March 15, 2017, eXp Realty surpassed the 3,000 agent milestone on its platform.

During the fourth quarter of 2016, operating loss was $4.7 million, compared to a $1.0 million operating loss in the same quarter of 2015. The increase in operating loss was primarily due to a significant increase in non-cash stock compensation expense of $3.7 million, and an increase in non-cash stock option expense of $0.04 million, due to an increase in share price during the period.

1

Adjusted EBITDA (a non-GAAP financial measure) in the fourth quarter of 2016 totaled $94,000, compared to $40,000 in the fourth quarter of 2015.

Net loss for the three months ended December 31, 2016 was $4.6 million, or $(0.09) per diluted share, compared to net loss of $7.1 million, or $(0.14) per basic and diluted share, for the fourth quarter of 2015. The increased net loss was primarily attributed to the significant increase in aforementioned non-cash stock option and stock compensation expenses.

Full Year 2016 Financial Results

eXp World Holdings reported revenue of $54.2 million for the year ended December 31, 2016, an increase of 137% compared to the prior year. This increase was mainly attributable to the 178% growth of the agent base during 2016, as eXp Realty grew from 864 to 2,401 agents.

In 2016, eXp Realty added 1,537 agents and brokers to its platform, an increase of 287% when compared to the 397 agents and brokers added in 2015. eXp Realty had 2,401 brokers and agents on its platform on December 31, 2016.

Operating loss for the full year 2016 was $26.0 million, an increase from $4.5 million in the same period in 2015. The increase in operating loss was primarily due to a significant increase in non-cash stock option expense of $20.5 million due to an increase in share price during the period, as well as a significant increase in non-cash stock compensation expense of $4.3 million as a result of agents joining the eXp Realty platform.

Adjusted EBITDA in 2016 increased 397% to $1.6 million, compared to $0.3 million in 2015.

Net loss in 2016 was $(26.0) million, or $(0.51) per diluted share, compared to net loss of $(4.6) million, or $(0.09) per diluted share in 2015. The increased net loss was primarily attributed to the aforementioned significant increase in non-cash stock option and stock compensation expenses.

Cash and cash equivalents as of December 31, 2016 were $1.7 million compared with $0.6 million as of December 31, 2015. Net operating cash flow for the year ended December 31, 2016 was $1.0 million, an increase of 195% from the last year.

About eXp World Holdings, Inc.

eXp World Holdings, Inc. (OTCQB: EXPI) is the holding company for eXp Realty LLC, the Agent-Owned Cloud Brokerage®. As a full-service real estate brokerage, eXp Realty provides 24/7 access to collaborative tools, training, and socialization for real estate brokers and agents through its 3-D, fully-immersive, cloud office environment. eXp Realty, LLC and eXp Realty of Canada, Inc. also feature an attractive revenue sharing program that pays agents a percentage of gross commission income earned by fellow real estate professionals who they attract into the Company.

As a publicly-traded company, eXp World Holdings, Inc. uniquely offers real estate professionals within its ranks opportunities to earn company stock for production and contributions to overall company growth.

For more information, please visit the Company's Twitter, LinkedIn, Facebook, YouTube, or visit www.eXpRealty.com.

Use of Non-GAAP Financial Measures

To provide investors with additional information regarding our financial results, this press release includes references to Adjusted EBITDA, a non-GAAP financial measure. We view Adjusted EBITDA as an operating performance measure and, as such, we believe that the GAAP financial measure most directly comparable to it is net income (loss). We define Adjusted EBITDA as net income excluding interest, income taxes, depreciation, amortization, and stock based compensation. We believe that Adjusted EBITDA provides us an important measure of operating performance, primarily from a cash flow standpoint, and enhances comparability while providing investors with useful insight into the underlying trends of the business. Our use of Adjusted EBITDA has limitations as an analytical tool, and this measure should not be considered in isolation or as a substitute for an analysis of our results as reported under GAAP, as the excluded items may have significant effects on our operating results and financial condition. Additionally, our measure of Adjusted EBITDA may differ from other companies' measure of Adjusted EBITDA. When evaluating our performance, Adjusted EBITDA should be considered with other financial performance measures, including various cash flow metrics, net income and other GAAP results. In the future, we may disclose different non-GAAP financial measures in order to help our investors and others more meaningfully evaluate and compare our future results of operations to our previously reported results of operations.

Safe Harbor Statement

The statements contained herein may include statements of future expectations and other forward-looking statements that are based on management's current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Such forward-looking statements speak only as of the date hereof, and the Company undertakes no obligation to revise or update them. These statements include, but are not limited to, statements about the Company's expansion, revenue growth, operating results, financial performance and net income changes. Such statements are not guarantees of future performance. Important factors that may cause actual results to differ materially and adversely from those expressed in forward-looking statements include changes in business or other market conditions; the difficulty of keeping expense growth at modest levels while increasing revenues; and other risks detailed from time to time in the Company's Securities and Exchange Commission filings, including but not limited to the most recently filed Annual Report on Form 10-K.

2

EXP WORLD HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS

	December 31,			December 31,
	2016			2015
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1,684,608		$	571,814
Restricted cash		481,704			148,613
Accounts receivable, net of allowance $133,845 and $2,342, respectively		3,015,767			341,643
Prepaids and other assets		383,563			84,451
TOTAL CURRENT ASSETS		5,565,642			1,146,521
OTHER ASSETS
Fixed assets, net		538,405			110,195
TOTAL OTHER ASSETS		538,405			110,195
TOTAL ASSETS	$	6,104,047		$	1,256,716
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	317,420		$	89,984
Customer deposits		481,704			148,613
Accrued expenses		2,742,119			425,613
Current portion of notes payable		35,778			–
TOTAL CURRENT LIABILITIES		3,577,021			664,210
Commitments and contingencies		–			–
STOCKHOLDERS' EQUITY
eXp World Holdings, Inc. Stockholders' Equity:
Common Stock, $0.00001 par value 220,000,000 shares authorized; 52,316,679 shares and 50,168,195 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively		523			502
Additional paid-in capital		34,526,859			6,611,781
Accumulated deficit		(32,004,561	)		(5,991,088	)
Accumulated other comprehensive income (loss)		4,205			(9,113	)
Total eXp World Holdings, Inc. stockholders' equity		2,527,026			612,082
Non-controlling interests in subsidiary		–			(19,576	)
TOTAL STOCKHOLDERS' EQUITY		2,527,026			592,506
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	6,104,047		$	1,256,716

The accompanying notes are an integral part of these consolidated financial statements.

3

EXP WORLD HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31,
	2016			2015
Net revenues	$	54,179,511		$	22,866,787
Operating expenses
Cost of revenues		46,726,533			19,456,409
General and administrative		32,237,501			7,257,961
Professional fees		645,024			439,763
Sales and marketing		570,844			211,456
Total expenses		80,179,902			27,365,589
Net income (loss) from operations		(26,000,391	)		(4,498,802	)
Other income and (expenses)
Other income		15			23
Interest expense		(370	)		(1,127	)
Total other income and (expenses)		(355	)		(1,104	)
Income (loss) from before income tax expense		(26,000,746	)		(4,499,906	)
Income tax expense		(42,528	)		(103,069	)
Net income (loss)		(26,043,274	)		(4,602,975	)
Net loss attributable to non-controlling interest in subsidiary		29,801			21,526
Net income (loss) attributable to common shareholders	$	(26,013,473	)	$	(4,581,449	)
Net income (loss) per share attributable to common shareholders
Basic from continuing operations	$	(0.51	)	$	(0.09	)
Diluted from continuing operations	$	(0.51	)	$	(0.09	)
Weighted average shares outstanding
Basic		51,081,949			49,409,266
Diluted		51,081,949			49,409,266

The accompanying notes are an integral part of these consolidated financial statements.

4

EXP WORLD HOLDINGS, INC.

RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA

US-GAAP NET INCOME (LOSS) TO ADJUSTED EBITDA RECONCILIATION

	Fiscal Year Ended,			December 31,
Adjusted EBITDA reconciliation	2015			2016
Net Income / (Loss)	$	(4,602,975	)	$	(26,043,274	)
Interest		1,127			370
Taxes		103,069			42,528
Depreciation & Amortization		26,304			58,374
Stock Compensation		1,293,077			5,559,898
Stock Option		3,497,491			21,964,472
Adjusted EBITDA	$	318,093		$	1,582,368

US-GAAP NET INCOME (LOSS) TO ADJUSTED EBITDA RECONCILIATION

Adjusted EBITDA	Quarter Ended,
reconciliation		Mar-15		Jun-15		Sep-15			Dec-15			Mar-16			Jun-16			Sep-16			Dec-16
Net Income / (Loss)		(16,817	)	(4,998,154	)	$	1,509,720		$	(1,097,724	)	$	(625,447	)	$	(6,012,627	)	$	(14,655,711	)	$	(4,749,489	)
Interest		461		464			202			–			–			–			–			370
Taxes		18,643		7,080			1,244			76,102			11,603			13,968			7,444			9,513
Depreciation & Amortization		5,323		7,824			5,863			7,294			12,626			12,929			12,555			20,264
Stock Compensation		99,798		672,327			212,951			308,001			248,725			482,984			795,401			4,032,788
Stock Option		(171,807	)	4,384,538			(1,461,593	)		746,353			433,530			6,117,510			14,632,458			780,974
Adjusted EBITDA		(64,399	)	74,079		$	268,387		$	40,026		$	81,037		$	614,764		$	792,147		$	94,420

CONTACT INFORMATION

Investor Relations Contact:

Greg Falesnik

Managing Director

MZ Group - MZ North America

949-385-6449

Email contact

www.mzgroup.us

 

News Room

5

EX-99.2

Exhibit 99.2

OTCQB: EXPI Investor Presentation April 2017

2 OTCQB: EXPI | Safe Harbor This presentation contains forward - looking statements, as defined in the Private Securities Litigation Reform Act of 1995. All statements other than historical facts are forward - looking statements, including without limitation, those regarding activities, events, financial results or developments that we intend, plan, expect, believe, project, forecast or anticipate will or may occ ur in the future. Examples of forward - looking statements include, but are not limited to, statements we make regarding the potential size of the market for our products, impacts of future legislation and regulatory action, forecasts of future performance, financial con dition and results of operations, plans to expand to other markets, development of new technologies, potential acquisitions and the possibility of up - listing or cross - listing our equity securities. These statements reflect our management’s current views with r espect to future events, are not guarantees of future performance, and involve risks and uncertainties that are difficult to predict . F urther, forward - looking statements are based upon assumptions of future events that may not prove to be accurate. Such assumptions and assessments are made in light of our experience and perception of historical trends, current conditions and expected future r esu lts. These statements involve known and unknown risks, uncertainties, assumptions and other factors many of which are out of our control and difficult to forecast which may cause actual results to differ materially from those that may be described or imp lie d herein. Such factors include but are not limited to: general economic conditions; competitive factors; political, economic, a nd regulatory changes affecting the real estate industry and various other factors, both referenced and not referenced above, an d o ther factors that are described in our filings with the Securities and Exchange Commission (the “Commission”), including our perio dic reports on Forms 10 - K and 10 - Q. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results, performance or achievements may vary materially from those set forth in this presentation. Y ou should not place undue reliance on any forward - looking statements and are advised to carefully review and consider the various disclosures in our filings with the Commission. Except as required by law, we neither intend nor assume any obligation to rev ise or update these forward - looking statements, which speak only as of their dates. We nonetheless reserve the right to make such updates from time to time by press release, periodic report or other method of public disclosure without the need for specifi c reference to this financial outlook. No such update shall be deemed to indicate that other statements not addressed by such u pda te remain correct or create an obligation to provide any other updates. Excluding the information from sources indicated, the content of this presentation is copyright 2017 eXp World Holdings, Inc. All Rights Reserved.

3 OTCQB: EXPI | Company Overview eXp World Holdings, Inc. ( OTCQB: EXPI) Share Price 1 $3.67 Market Cap 1 $192.3M Debt $0 2016 Revenues 2 $54.2M 2016 Adj. EBITDA 2,3 $1.6M Shares Outstanding 2 52.4M Float 2 14.4 M Insider Holdings 74% Headquarters Bellingham, WA Founded 2009 Employees (FT) 53 • eXp World Holdings, Inc. operates eXp Realty, a cloud - based, international real estate brokerage firm • Our cloud - based brokerage dramatically reduces the costs associated with physical brick - and - mortar offices & related support staff • Activities generally provided by traditional brokerage companies are instead conducted through our exclusive “Cloud Campus,” which provides our agents with all of the support they would otherwise receive at a traditional real estate office • Currently operating in 43 U.S. States + D.C. & Alberta, Canada with +3,000 agents 1) At March 30, 2017. 2) At December 31, 2016. 3) Adjusted EBITDA includes add - back of stock compensation and stock option expense. Please see reconciliation for additional information.

4 OTCQB: EXPI | Our Approach: A Cloud - Based Brokerage • Eliminates expenses, enabling the brokerage to share the additional funds with its agents & benefits to shareholders • Creates a collaborative community & allows for interaction with top industry professionals around the world • Unique broker training, tools & mentoring • Full suite of streamlined back office, technical, transaction & operations support • Provides agents & brokers the ability to work from any location • Significant potential for accelerated SUSTAINABLE GROWTH Our cloud campus offers real estate agents & brokers full - spectrum support — from transaction support to professional development & collaboration — without the brick & mortar infrastructure

5 OTCQB: EXPI | Key Highlights Cloud - based Residential Real Estate Brokerage • Limited brick & mortar footprint (except as required by law) • Low cost of entry into new markets Operating in 43 States + D.C. and Part of Canada • Exposure to both U.S. and Canadian markets with scalability worldwide • ~180 different multiple listing service (MLS) market areas Agent - Centric Model • As a public company subsidiary, eXp Realty provides a revenue sharing program whereby agents & brokers earn both revenue & equity ownership awards One of the Fastest Growing Real Estate Brands in N.A. • 178% agent growth in 2016 (Currently +3,000 Agents/Brokers) Tech Company Growth with Foundations in Real Estate • 2011 - 2016: • Revenue experienced a 53% CAGR • Gross profit experienced a 46% CAGR • 2016 Financials: Revenues of $54.2M & Adj. EBITDA of $1.6M 1 eXp Realty’s Footprint 1) Adj. EBITDA includes add - back of stock compensation and stock option expense. Please see reconciliation for additional informati on.

6 OTCQB: EXPI | U.S. Residential Real Estate Market 1 • Annual U.S. real estate brokerage market accounts for $1.27T with 5.3M homes sold in 2015 2,3 • Real estate sales & brokerage revenues have grown at an annualized rate of 5.6% since the 2008 recession • Estimated 2M active licensed real estate professionals in the U.S. (brokers & agents) • 89% of sellers were assisted by a real estate agent when selling their home o On average, homes sold through brokers achieved a 17% higher sales price • Highly fragmented real estate brokerage industry with large opportunity to migrate agents to eXp’s cloud - based platform (almost all firms are legacy bricks & mortar - based) 1) 2016 National Association of REALTORS. Source: https://goo.gl/h85PYL 2) IBISWorld; March 2016. Real Estate Sales & Brokerage in the US: Market Research Report. 3) 2016 National Association of REALTORS. Source: https://goo.gl/jJkLGk 89% [VALU E] Real Estate Agents Other 89% of Homes in U.S. are Sold Through Real Estate Agents

7 OTCQB: EXPI | The Agent - Owned Cloud Brokerage® Mission : Deliver maximum value to our agents, brokers & staff while building an international brand as the leading Agent - Owned Cloud Brokerage “eXp Realty’s family of agents and brokers build their own businesses while establishing a direct ownership interest in eXp World Holdings, Inc. as a shareholder and business partner. We believe our offering of equity ownership will continue to resonate and reshape the traditional realty brokerage model.” - Glenn Sanford, CEO & Founder Click Here to Watch: What is a Cloud Real Estate Brokerage?

8 OTCQB: EXPI | Explosive Agent & Revenue Growth We continue to experience accelerated growth in both agent count & revenues as a result of our commitment to agent ownership, support & engagement $ Millions $0.0 $2.0 $4.0 $6.0 $8.0 $10.0 $12.0 $14.0 $16.0 $18.0 $20.0 - 500 1,000 1,500 2,000 2,500 3,000 Q3 2013 Q4 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 Revenues Agents eXp Realty Ending Agents & Revenue By Quarter Revenues Agent Count

9 OTCQB: EXPI | Value to Agents & Brokers OWN and build a lasting business with equity • Agent Ownership Culture • Agent - Centric Co - Branding • Attraction (Passive) Income • Publicly - Traded Stock Ownership LEARN where and how you want • Collaborative Cloud Community • On Demand Training • Individualized Coaching • International Peer Network • Transaction/Broker Support SELL more with great tools and support • Lead Generation • International Referral Network • Content Marketing • Transaction Technology Tools/Resources EARN more with lower costs • High Split • Low Cap • Few Fees

10 OTCQB: EXPI | Unique Model Incentivizes Agents & Brokers Low Startup Costs & Fees Favorable Commissions Agents are Incentivized Agent Ownership 10 OTCQB: EXPI | Very low startup costs & commitment One - time Costs: • $99 one - time setup fee includes business cards & folders Ongoing Costs: • $50 monthly technology fee • $420 yearly eXp University tuition paid annually on the anniversary of when the agent joined eXp University is a virtual classroom where agents & brokers can receive +25 hours of training per week

11 OTCQB: EXPI | Unique Model Incentivizes Agents & Brokers Low Startup Costs & Fees Favorable Commissions Agents are Incentivized Agent Ownership 11 • Agents receive an 80/20 split on first $80,000 gross commi s sion income (GCI) o $16,000 yearly cap paid out to eXp (20% of $80,000) • Agents keep 100% of commission for the remainder of their respective commission year Per Transaction Fee • $25 Broker Review • $30 E&O Insurance For Capped Agents – 100% Commission • $250 Transaction Fee ($5,000 cap/year) • $25 Broker Review • $30 E&O Insurance ($500 cap/year) OTCQB: EXPI | Highly attractive commission structure for brokers & agents

12 OTCQB: EXPI | Unique Model Incentivizes Agents & Brokers Low Startup Costs & Fees Favorable Commissions Agents are Incentivized Agent Ownership 12 OTCQB: EXPI | • Only one employee has incentive to grow the business (Branch Manager) • Limited bandwidth to grow (typically a broker & assistant) • Very capital intensive (brick & mortar infrastructure) • Limited to single location (physical location of office) • All agents are highly incentivized to grow the business (attractive commission sharing program) • Exponential bandwidth as agent count grows (+3,000 currently) • Minimal capital required • eXp’s agents can conduct business from any location Traditional Brokerage eXp Realty vs. eXp can scale its business very quickly by incentivizing & empowering all agents & brokers

13 OTCQB: EXPI | Unique Model Incentivizes Agents & Brokers Low Startup Costs & Fees Favorable Commissions Agents are Incentivized Agent Ownership 13 Earn ownership through incentive program • 75 shares for first closing • 250 shares for capping • 250 shares for each recruit Agent Equity Commission Program • Voluntarily get 5% of gross commission income paid in EXPI stock • +36% of agents and brokers are part of the program • Average additional paid in capital from program in excess of $150,000/month Icon Agent Program • Top agents can receive their personal cap back in the form of EXPI equity for actively collaborating with others (joining panels, taking classes, etc.) • 25% vests Immediately • 75% vests at 3 year anniversary of award • Icons attract attention of others in their marketplace OTCQB: EXPI | Agents & brokers are less likely to pursue other opportunities if they are shareholders

14 OTCQB: EXPI | Growth Opportunities Real Estate Brokerage Title & Escrow Services Mortgage Origination Homeowners Insurance Affiliated services offers eXp World Holdings notable growth opportunities, which could grow gross profit on select real estate transactions by several fold Affiliated Services: • Currently, the brokerage derives its revenues primarily from its portion of the commission split on non - capped real estate transactions • Possible areas of expansion could include mortgage origination services, title & escrow services, and homeowners insurance • In the next 12 months, eXp World Holdings plans to launch some affiliated services in select areas where the company has reached critical mass

15 OTCQB: EXPI | Select Financials (USD $ in Millions) FY 2016 FY 2015 Revenue $54.2 $22.9 Net Income (L oss) ($26.0) ($4.6) Non - GAAP Adjusted EBITDA 1 $1.6 $0.3 (USD $ in Millions) Dec 31, 2016 Dec 31, 2015 Cash & Cash Equivalents $1.7 $0.6 Debt $0.04 $0.0 Total Stockholder’s Equity $2.5 $0.6 1) Adjusted EBITDA includes add - back of stock compensation and stock option expense. Please see reconciliation for additional infor mation. • Strong revenue growth • Zero net debt • $0.7M deferred net tax assets at Dec. 31, 2016 (offset by full valuation allowance) $6.7 $10.7 $13.4 $22.9 $54.2 ($0.1) $0.0 $0.3 $0.3 $1.6 FY12 FY13 FY14 FY15 FY16 Revenue Adj. EBITDA $ Millions 2 3

16 OTCQB: EXPI | Experienced Management Glenn Sanford, Founder, CEO & Chairman - Since 2002 , Mr . Sanford has been actively involved in the online real estate space . In 2007 , he launched BuyerTours Realty, LLC which, using a combination of web and traditional bricks and mortar, grew to three offices in two states . After the drop off of the market in 2008 , Mr . Sanford and his executive team went back and rewrote the entire business model in recognition of the “perfect storm” of lower revenues, fixed or rising overhead costs, and a consumer with more information and access than ever before . eXp Realty, LLC was launched in 2009 . From 2004 to 2007 , Mr . Sanford ran a large mega - agent team and consulted to Keller Williams International as a member of the Agent Technology Council in the areas of online client acquisition, client conversion and technology . Russ Cofano , President & General Counsel - Prior to joining eXp, Mr . Cofano was Senior VP of Industry Relations for Move, Inc . , operator of realtor . com . At Move, he was instrumental in reinvigorating realtor . com’s relationship with MLSs and associations and was a key influencer in realtor . com product improvements . Prior to Move, Mr . Cofano was CEO for Missouri REALTORS ® . Mr . Cofano was also previously VP and General Counsel to John L . Scott Real Estate, and helped JLS weather the great recession . He is a noted author, speaker and consultant in organized real estate, having worked at executive levels in nearly every segment of the industry . He was also a private practice attorney for many years where he advised on matters involving real estate brokerage, REALTOR associations, MLSs, technology and intellectual property, mergers and acquisitions, business transactions and franchising . Jason Gesing , CEO Real Estate Division - In May , 2016 , Mr . Gesing was appointed CEO of eXp Realty, the Company’s real estate brokerage division . As CEO of eXp Realty, Mr . Gesing is actively engaged in driving company growth while working with the rest of the eXp executive team to ensure that systems, processes and infrastructure exist to support rapid expansion . Mr . Gesing participates regularly in business model profitability discussions with owners of leading independent brokerages demonstrating eXp’s high - engagement, cloud - based model and its dramatic impact on cost, profitability and the synergies that exist when agents and brokers of a publicly - traded real estate brokerage are also its shareholders . Alan Goldman, CFO - Mr . Goldman joins the Company from PCAOB - registered Ingenium Accounting Associates, where he was a Partner focused on providing auditing services, attestation - related services, and outsourced CFO consulting services for both public and private companies . Mr . Goldman possesses expertise in financial reporting, business planning and financial business modeling, accounting software implementations, risk assessment, and back office operations . Mr . Goldman brings to eXp a thorough understanding and application of public company accounting standards and joins eXp after providing services for the Company in a consultative role for approximately the past three years .

17 OTCQB: EXPI | Independent Directors Darren Jacklin Independent Director For over 19 years, Mr. Jacklin has worked with companies in an advisory capacity especially in Sales and Marketing and Entrepreneurship. He has personally trained over 150 Fortune 500 companies such as Microsoft, AT&T, Black & Decker and Barclays Bank. Randall Miles Independent Director For over 25 years Mr. Miles has held senior leadership positions in global financial services, financial technology and investment banking companies including LIONMTS, Syngence Corporation, AtlasBanc Holdings Corp, Advantage Funding / NAFCO Holdings, SCM Capital Group and Tigress Financial Partners. Laurie Hawkes Independent Director With over 35 years of investment banking, realty and finance experience, Ms. Hawkes has been a pioneer in bringing institutional capital to the single - family rental sector. She co - founded American Residential Properties, and led the financing and operations from a start - up entity to a $2 billion enterprise. Rick Miller Independent Director Mr. Miller has held senior leadership positions in companies ranging from a Fortune 10 to a startup for over 25 years. His extensive experience as a turnaround specialist and an expert in sustainable growth has been applied as an executive inside organizations and as a confidant advising from outside companies.

18 OTCQB: EXPI | Key Takeaways • Full - service, national real estate brokerage providing 24/7 access to collaborative tools, training & socialization for brokers & agents through our 3 - D cloud office environment • Minimal startup & ongoing costs – Absence of physical brick - and - mortar offices allows for a highly scalable business model and superior agent incentives • One of the fastest growing brokerages in the country o 2016 revenue of +$54.2M (137% YoY growth) o 2016 EBITDA of +$1.6M (397% YoY growth) o +178% agent growth in 2016 with +3,000 agents & brokers in 43 states + D.C. & Alberta, Canada • Unique, agent - centric business model o Favorable commission splits (80/20) with low cap ($16,000) o Aggressive referral incentives (commission sharing program & equity ownership awards) • Experienced leadership with high insider ownership (+74%) • Strong balance sheet ($0.04 million in debt) 18 OTCQB: EXPI | $0 $2 $4 $6 $8 $10 $12 $14 $16 $18 $20 - 500 1,000 1,500 2,000 2,500 3,000 Q3 2013 Q4 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 eXp Realty Ending Agents & Revenue By Quarter Revenues Agent Count

1321 King Street #1 Bellingham, WA 98229 Main: 360 - 685 - 4206 www.eXpRealty.com Company Contact: Alan Goldman CFO - eXp World Holdings, Inc. Main: 775 - 432 - 6394 alan.goldman@exprealty.com Investor Relations Contact: Greg Falesnik Managing Director – MZ North America Main: 949 - 385 - 6449 greg.falesnik@mzgroup.us www.mzgroup.us 88.761.8208

APPENDIX 20 OTCQB: EXPI |

21 OTCQB: EXPI | Brokerage Market Competitive Landscape Innovators are valued by venture capital • Redfin : +$500M valuation (+$160M raised to - date) • Compass: +$1B valuation (+$210M raised to - date) • eXp Realty has been growing its geographic footprint faster while adding agents and brokers faster than the venture backed firms listed above • eXp Realty has required minimal capital inputs to date to achieve this growth • ZipRealty took 14 years to grow to 1,800 agents and $2.7B in real estate sales • eXp Realty is on track (based on the current growth trajectory) to do that in under 9 years from launch • Realogy Holdings (RLGY) • Remax Holdings (RMAX) • Berkshire Hathaway (BRK - A) • The last small publicly traded brokerage ( ZipRealty ) was acquired by Realogy in 2014 for $166M o $2.7 Billion in Residential Real Estate Sales (2013) o 1800 real estate professionals o Launched in 1999 o Minimal revenue growth & essentially breakeven Limited opportunity in the public company arena and no significant growth players outside eXp Realty

22 OTCQB: EXPI | Adjusted EBITDA Reconciliation Adjusted EBITDA reconciliation 2015 2016 Net Income / (Loss) (4,602,975)$ (26,043,274)$ Interest 1,127 370 Taxes 103,069 42,528 Depreciation & Amortization 26,304 58,374 Stock Compensation 1,293,077 5,559,898 Stock Option 3,497,491 21,964,472 Adjusted EBITDA 318,093$ 1,582,368$ US-GAAP NET INCOME (LOSS) TO ADJUSTED EBITDA RECONCILIATION Adjusted EBITDA reconciliation Mar-15 Jun-15 Sep-15 Dec-15 Mar-16 Jun-16 Sep-16 Dec-16 Net Income / (Loss) (16,817) (4,998,154) 1,509,720$ (1,097,724)$ (625,447)$ (6,012,627)$ (14,655,711)$ (4,749,489)$ Interest 461 464 202 - - - - 370 Taxes 18,643 7,080 1,244 76,102 11,603 13,968 7,444 9,513 Depreciation & Amortization 5,323 7,824 5,863 7,294 12,626 12,929 12,555 20,264 Stock Compensation 99,798 672,327 212,951 308,001 248,725 482,984 795,401 4,032,788 Stock Option (171,807) 4,384,538 (1,461,593) 746,353 433,530 6,117,510 14,632,458 780,974 Adjusted EBITDA (64,399) 74,079 268,387$ 40,026$ 81,037$ 614,764$ 792,147$ 94,420$ US-GAAP NET INCOME (LOSS) TO ADJUSTED EBITDA RECONCILIATION Quarter Ended,