[] [Las Olas Centre II, Suite 1600 350 East Las Olas Boulevard Fort Lauderdale, FL 33301-2999 Tel: 954.463.2700 Fax: 954.463.2224 June 3, 2016 IDI, Inc. 2650 North Military Trail Suite 300 Boca Raton, FL 33431 Re: Registration Statement on Form S-8 Ladies and Gentlemen: Company Commission Registration Statement Act Shares Awards Plan RSUs Brauser Plan Frost Plan We have acted as] [IDI, INC. 2015 STOCK INCENTIVE PLAN 1. ESTABLISHMENT, EFFECTIVE DATE AND TERM 2. PURPOSE The purpose of the Plan is to enable IDI to attract, retain, reward and motivate Eligible Individuals by providing them with an opportunity to acquire or increase a proprietary interest in IDI and to incentivize them to expend maximum effort for the growth and success of] [AMENDMENT TO THE IDI, INC. 2015 STOCK INCENTIVE PLAN WHEREAS WHEREAS WHEREAS NOW, THEREFORE The last sentence of Section 5(a) of the Plan shall be amended and restated to read as follows: Section 5(b) of the Plan shall be amended and restated to read as follows: Certain Limitations on Specific Types of Awards . “ (v) The maximum value at] [RESTRICTED STOCK UNIT AGREEMENT THIS AGREEMENT th Award and Definitions 1. Shares (a) Definitions . (b) Cause (i) “ Change in Control (ii) “ Code (iii) “ Common Stock (iv) “ Committee (v) “ Disability (vi) “ EBITDA (vii) “ Employment Agreement (viii) “ Good Reason (ix) “ Section 409A (x) “ Restricted Stock Units 2. Vesting (a) Date Total] [RESTRICTED STOCK UNIT AGREEMENT THIS AGREEMENT th Award and Definitions 1. Shares (a) Definitions . (b) Change in Control (i) “ Code (ii) “ Common Stock (iii) “ “ Committee ” (iv) Section 409A (v) “ Restricted Stock Units 2. Vesting (a) Transferability (b) Distribution (c) Withholding 3. Status as a Shareholder 4. Binding Effect 5. Governing Law 6. Miscellaneous] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our reports dated March 15, 2016 with respect to the consolidated financial statements and internal control over financial reporting of IDI, Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2015, which are incorporated by reference in this Registration Statement. We consent to the] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Form S-8 As independent registered public accountants, we consent to the incorporation by reference in this Registration Statement on New York, New York June 2, 2016 EX-23.3 8 d199884dex233.htm EX-23.3] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM New York, New York June 3, 2016 EX-23.4 9 d199884dex234.htm EX-23.4] [Consent of Independent Auditors New York, New York June 3, 2016 EX-23.5 10 d199884dex235.htm EX-23.5]