[EXECUTION VERSION MEMBERSHIP INTEREST PURCHASE AGREEMENT between SELLING SOURCE, LLC and IDI, INC. dated as of June 8, 2016 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 ARTICLE II PURCHASE AND SALE 13 Section 2.01 Purchase and Sale 13 Section 2.02 Purchase Price 13 Section 2.03 Transactions to be Effected at the Closing 14 Section 2.04 Purchase Price Adjustment 14] [Execution Version LIMITED CONSENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT Amendment Borrower Administrative Agent This LIMITED CONSENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of June 8, 2016 (this “ WITNESSETH: WHEREAS Credit Agreement WHEREAS Specified Permitted Payments WHEREAS NOW THEREFORE SECTION 1. Consent Section 4 Lender Parties SECTION 2. Amendment to Credit Agreement Section 4 Section] [Item 1.01. Entry into a Material Definitive Agreement. Company Purchase Agreement Seller Membership Interests Target On June 8, 2016, IDI, Inc., a Delaware corporation (the “ Purchase Shares Common Stock Earnout Target Earnout Shares As consideration for the Membership Interests, after adjustment for Target’s working capital at closing, the Company issued to Seller 2,369,190 shares (the “ Within 10 business]