[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]