[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]

[CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements Form S-8 (Nos. 333-177025, 333-188739, 333-194952, 333-206043) and Form S-3 (Nos. 333-206402 and 333-205614) of IDI, Inc. (the “Company”) of our report dated April 27, 2015, on our audit of the consolidated balance sheet of Fluent, Inc. and subsidiaries as of] [Consent of Independent Auditors We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statements (Form S-3 No. 333-205614 and Form S-3 No. 333-206402) of IDI, Inc., (2) Registration Statement (Form S-8 No. 333-177025) pertaining to the SearchMedia Holdings Limited Amended and Restated 2008 Share Incentive Plan, (3) Registration Statements (Form S-8 No. 333-188739 and Form] [IDI Fluent IDI to Acquire Fluent Applying Next-Generation Data Analytics to Help Marketers Acquire their Best Customers at Scale © 2015 IDI, Inc. All rights reserved. This presentation is for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other financial instruments] [FLUENT, INC. AND SUBSIDIARIES Contents Page Consolidated Financial Statements Independent auditors’ report 1 Consolidated balance sheet as of December 31, 2014 2 Consolidated statement of income and comprehensive income for the year ended December 31, 2014 3 Consolidated statement of changes in stockholders’ equity for the year ended December 31, 2014 4 Consolidated statement of cash flows for the year] [ONSOLIDATED INANCIAL TATEMENTS C Fluent, Inc. and Subsidiaries Year Ended December 31, 2013 Fluent, Inc. and Subsidiaries Consolidated Financial Statements Year Ended December 31, 2013 Contents 1 Consolidated Financial Statements Consolidated Balance Sheet as of December 31, 2013 2 Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2013 and 2012 3 Consolidated Statements of Changes] [FLUENT, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NINE MONTHS ENDED SEPTEMBER 30, 2015 (UNAUDITED) FLUENT, INC. AND SUBSIDIARIES Contents Page Condensed Consolidated Financial Statements Condensed consolidated balance sheet as of September 30, 2015 (unaudited) 1 Condensed consolidated statement of income and comprehensive income for the nine months ended September 30, 2015 (unaudited) 2 Condensed consolidated statement of cash flows] [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. The following Unaudited Pro Forma Condensed Combined Financial Statements are based on the historical financial statements of IDI and Fluent after] [Item 7.01 Regulation FD Information Item 8.01. The Company is providing, through the filing of this Current Report on Form 8-K, certain financial information regarding Fluent and certain pro forma financial information regarding the Company and Fluent. The Company’s proposed acquisition of Fluent has not been consummated and remains subject to certain customary closing conditions.]

[AGREEMENT AND PLAN OF MERGER BY AND AMONG IDI INC., FLUENT ACQUISITION I, INC., FLUENT ACQUISITION II, LLC, FLUENT, INC., AND RYAN SCHULKE, AS REPRESENTATIVE OF THE SELLERS November 16, 2015 TABLE OF CONTENTS ARTICLE I THE MERGER; MERGER CONSIDERATION; APPOINTMENT OF REPRESENTATIVE 2 Section 1.1 Merger 2 Section 1.2 Effective Time 2 Section 1.3 Effect of the Merger 3] [EXECUTION VERSION CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF THE SERIES B NON-VOTING CONVERTIBLE PREFERRED STOCK OF IDI, INC. WHEREAS Company WHEREAS Certificate of Incorporation Board WHEREAS WHEREAS RESOLVED Section 1. Definitions Affiliate “ Alternate Consideration “ Business Day “ Common Stock Common Stock Equivalents Company “ Conversion Date “ Conversion Ratio “ Conversion Shares Equity Securities Fundamental Transaction “] [EXECUTION VERSION SECURITIES PURCHASE AGREEMENT Agreement Company Purchaser This Securities Purchase Agreement is dated as of November 16, 2015 (this “ Preferred Stock Preferred Stock Transaction WHEREAS, the Company desires to sell to Purchaser, and Purchaser desires to purchase from the Company, shares of the Company’s Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the “ Common] [EXECUTION VERSION ACT COMPANY STOCKHOLDERS AGREEMENT 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 provided Company Convertible Securities Excluded Issuances 2 Exercise Date Section 3 Exercise Agreement Section 3(a)(i) Exercise Period Section 2 Exercise Price Fair Market] [STOCK PURCHASE AGREEMENT Agreement Company Purchaser This Stock Purchase Agreement is dated as of November 16, 2015 (this “ Preferred Stock Transaction WHEREAS, the Company desires to sell to Purchaser, and Purchaser desires to purchase from the Company, shares of the Company’s Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the “ NOW, THEREFORE, in consideration of] [EXECUTION COPY EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT Agreement Effective Date IDI, INC. Company MICHAEL BRAUSER Executive WHEREAS NOW THEREFORE Employment 1. Term Term 2. Duties and Responsibilities 3. Board 3.1 Executive shall have the position of Executive Chairman of the Board of Directors (the “ 3.2 Executive’s employment by Company shall be full-time, and during the Term, Executive agrees that] [SECOND AMENDMENT TO EMPLOYMENT AGREEMENT Amendment Company Employee This Second Amendment to Employment Agreement (the “ Best One Employment Agreement WHEREAS, The Best One, Inc., a Florida corporation (“ WHEREAS, Company and Employee desire to amend the Employment Agreement in accordance with the terms and provisions hereof. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and] [SECOND AMENDMENT TO EMPLOYMENT AGREEMENT Amendment th Company Employee This Second Amendment to Employment Agreement (the “ Best One Employment Agreement WHEREAS, The Best One, Inc., a Florida corporation (“ WHEREAS, Company and Employee desire to amend the Employment Agreement in accordance with the terms and provisions hereof. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein] [IDI to Acquire Fluent Transformational Transaction Accelerates IDI Strategy to Apply Next-Generation Data Fusion Technology in the Consumer Marketing Industry; $126 Million Revenue and $19.9 Million EBITDA Over Trailing Twelve Months (through Q3); Dr. Phillip Frost to Join IDI Board as Vice Chairman BOCA RATON, Fla.—November 17, 2015—IDI, Inc. (NYSE MKT: IDI) Highlights: • Fluent is a leader in people-based] [Item 1.01. Entry into a Material Definitive Agreement. Merger Agreement st At the Effective Time, the Company expects to deliver a written consent of Company stockholders representing a majority in voting interest of Common Stock, in accordance with the Company’s governing documents and the General Corporation Law of the State of Delaware approving the issuance of the Conversion Shares. The]

[IDI, Inc. Reports Third Quarter 2015 Results BOCA RATON, Fla.—November 16, 2015—IDI, Inc. (NYSE MKT: IDI) Key highlights for the third quarter of 2015 include: • Successful internal alpha testing of next generation data fusion technology, with expected release of the first phase of idiCORE™ in Q4 2015. • Deployment of secure, production ready cloud infrastructure to support product offerings] [Item 2.02 Results of Operations and Financial Condition. Item 2.02 Results of Operations and Financial Condition. Item 9.01 99.1 Press Release, dated November 16, 2015 2]