[EXECUTION VERSION AMENDMENT NO 1 TO AGREEMENT AND PLAN OF MERGER Amendment Merger Agreement Parent Merger Sub Merger Co Company Seller Sellers Representative This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “ WHEREAS, NOW, THEREFORE, Amendments Section 1.7(c) Conversion of Company Common Stock; Merger Consideration to Sellers and SAR Plan Participants 1.1 Section 1.7(c) Conversion of Company] [EXECUTION COPY ACT Company Holder Exercise Price 1 FOR VALUE RECEIVED, IDI, INC., a Delaware corporation (the “ Definitions 1. Aggregate Exercise Price Section 3 Board Business Day Common Stock Common Stock Deemed Outstanding Company Convertible Securities Exercise Date Section 3 Exercise Agreement Section 3(a)(i) Exercise Period Section 2 Exercise Price Fair Market Value provided Holder Options 2 Original Issue] [EXECUTION COPY ACT Company Holder Exercise Price 1 FOR VALUE RECEIVED, IDI, INC., a Delaware corporation (the “ Definitions 1. Aggregate Exercise Price Section 3 Board “ Business Day Common Stock Common Stock Deemed Outstanding Company Convertible Securities Exercise Date Section 3 Exercise Agreement Section 3(a)(i) Exercise Period Section 2 Exercise Price Fair Market Value provided Holder Options 2 Original] [EXECUTION COPY ACT Company Holder Exercise Price 1 FOR VALUE RECEIVED, IDI, INC., a Delaware corporation (the “ Definitions 1. Aggregate Exercise Price Section 3 Board Business Day Common Stock Common Stock Deemed Outstanding Company Convertible Securities Exercise Date Section 3 Exercise Agreement Section 3(a)(i) Exercise Period Section 2 Exercise Price Fair Market Value provided Holder Options 2 Original Issue] [PROMISSORY NOTE New York, New York $5,000,000.00 December 8, 2015 Parties 1. 1.1 IDI, Inc., a Delaware corporation (the “Borrower”). 1.2 Frost Gamma Investments Trust, a trust organized under the laws of the State of Florida (the “Lender”). Borrower’s Promise to Pay 2. Page 1 of 5 Payments 3. 3.1 Interest shall accrue on the outstanding Principal of this promissory] [PROMISSORY NOTE New York, New York $4,000,000.00 December 8, 2015 Parties 1. 1.1 IDI, Inc., a Delaware corporation (the “Borrower”). 1.2 Michael Brauser, a resident of the State of Florida (the “Lender”). Borrower’s Promise to Pay 2. Payments 3. 3.1 Interest shall accrue on the outstanding Principal of this promissory note (this “Note”) at a rate of ten percent (10%)] [PROMISSORY NOTE New York, New York $1,000,000.00 December 8, 2015 Parties 1. 1.1 IDI, Inc., a Delaware corporation (the “Borrower”). 1.2 Barry Honig, a resident of the State of Florida (the “Lender”). Borrower’s Promise to Pay 2. Payments 3. 3.1 Interest shall accrue on the outstanding Principal of this promissory note (this “Note”) at a rate of ten percent (10%)] [EXECUTION VERSION SUBORDINATION AGREEMENT SUBORDINATION AGREEMENT Agreement Initial Borrower Target Borrower Ultimate Borrower Borrower Parent Frost Gamma Trust Brauser Honig Agent R E C I T A L S Credit Agreement Lenders Loan Documents B. Each of the Borrower Parties are, simultaneously with the execution and delivery of this Agreement, entering into a Security Agreement of even date herewith (as] [EXECUTION VERSION STOCKHOLDERS’ AGREEMENT STOCKHOLDERS’ AGREEMENT Company Schedule 1 Principal Stockholders Schedule 2 Fluent Stockholders Stockholders This WHEREAS, WHEREAS, Credit Agreement Lenders Administrative Agent WHEREAS Bridge Notes Bridge Note Shares NOW THEREFORE, ARTICLE I DEFINITIONS As used in this Agreement, the following terms shall have the following respective meanings: Affiliate “ Board “ Business Day “ Charter “ Common Stock] [EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT Agreement Effective Date Company Stockholders Representative Merger Agreement WHEREAS Conversion Shares Securities Act NOW, THEREFORE, 1. DEFINITIONS As used in this Agreement, the following terms shall have the following meanings: FINRA (a) “ Fluent Seller Section 9 Section 9 (b) “ MNPI (c) “ Person (d) “ Public Offering (e) “ Registrable] [EXECUTION VERSION CREDIT AGREEMENT by and among IDI, INC. as Parent, FLUENT ACQUISITION I, INC., as the Initial Borrower (to be merged with and into the Target Borrower), FLUENT, INC., as the Target Borrower (to be merged with and into the Ultimate Borrower), and FLUENT ACQUISITION II, LLC as the Ultimate Borrower, THE PERSONS PARTY HERETO FROM TIME TO TIME] [IDI Completes Acquisition of Fluent Accelerates IDI’s Strategy to Apply Next-Generation Data Fusion Technology to the Consumer Marketing Industry; Dr. Phillip Frost Assumes Role of Vice Chairman of IDI’s Board of Directors BOCA RATON, Fla. – December 9, 2015 – IDI, Inc. (NYSE MKT: IDI) A leader in people-based digital marketing and customer acquisition, Fluent has served over 500 leading] [UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Also, on November 16, 2015, the Company entered into a Stock Purchase Agreement for the sale of 119,940 shares of Series B Preferred to Frost Gamma in exchange for approximately $40.0 million. On December 8, 2015, the Company entered into a term loan credit agreement (“Term Loan”) with Whitehorse Finance, Inc. (“Agent”) for] [Item 1.01. Entry into a Material Definitive Agreement. Amendment to Merger Agreement On December 8, 2015, IDI, Inc. (the “Company”), Fluent Acquisition I, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Merger Sub”), Fluent Acquisition II, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company (“Merger Co.”), Fluent, Inc., a Delaware]