[IDI, INC. Section 1 Definitions Section 2 Exercise (a) Exercise Price $ (b) Cashless Exercise (c) (A) (B) (X) “VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock] [SECURITIES PURCHASE AGREEMENT Agreement Company Purchaser Purchasers This Securities Purchase Agreement (this “ Securities Act NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows: ARTICLE I. Definitions 1.1 Acquiring Person “ Action “] [Steven Urbach Chardan Capital Markets, LLC July 23, 2015 STRICTLY CONFIDENTIAL IDI, Inc. Attn: Mr. Michael Brauser, Executive Chairman Dear Michael: Fees and Expenses A. Placement Agent’s Fee 1. Expenses 2. Term and Termination of Engagement B. Use of Information C. Publicity D. Securities Matters E. Indemnity F. 2. The Company further agrees that it will not, without the prior] [FORM 8-K CURRENT REPORT Date of Report (Date of Earliest Event Reported): July 23, 2015 IDI, Inc. Delaware 333-158336 77-0688094 _____________________ _____________ ______________ of incorporation) Identification No.) 2650 North Military Trail, Suite 300, Boca Raton, Florida 33431 _________________________________ ___________ 561-757-4000 Not Applicable Top of the Form Item 1.01 Entry into a Material Definitive Agreement. Item 3.02 Unregistered Sales of Equity]

[RBSM LP July 15, 2015 Dear Sirs/Madams: We have read Item 4.01 of IDI, Inc. (the “Company”) Form 8-K dated July 14, 2015, and are in agreement with the statements relating only to RBSM LLP contained therein. We have no basis to agree or disagree with other statements of the Company contained therein. Very truly yours,] [FORM 8-K CURRENT REPORT Date of Report (Date of Earliest Event Reported): July 14, 2015 IDI, Inc. Delaware 333-158336 77-0688094 _____________________ _____________ ______________ of incorporation) Identification No.) 2650 North Military Trail, Suite 300, Boca Raton, Florida 33431 _________________________________ ___________ 561-757-4000 Not Applicable Top of the Form Effective July 14, 2015, the Audit Committee (the "Committee") of the Board of Directors]