[EXECUTION COPY IDI, INC. Common Stock ($0.0005 par value per share) Capital on Demand™ Sales Agreement JonesTrading Institutional Services LLC 780 Third Avenue New York, NY 10017 January 15, 2016 Ladies and Gentlemen: Company Agreement Agent IDI, INC. a Delaware corporation (the “ Issuance and Sale of Shares Placement Shares Common Stock Maximum Amount Commission 1. “ Securities Act ”] [Akerman LLP One Southeast Third Avenue Suite 2500 Miami, FL 33131-1714 Tel: 305.374.5600 Fax: 305.374.5095 January 15, 2015 IDI, Inc. 2650 North Military Trail Suite 300 Boca Raton, FL 33431 Re: Registration Statement on Form S-3 Ladies and Gentlemen: akerman.com IDI, Inc. January 15, 2015 Page 2 We hereby consent to the filing of this opinion as part of the] [Risks Related to the Acquisition We have incurred significant additional indebtedness as a result of the Acquisition. We financed approximately $50.0 million of the cash portion of the purchase price of the Acquisition with the proceeds of the Securities Purchase Agreements and FGIT Stock Purchase Agreement, and the remaining $50.0 million with the proceeds from the Bridge Notes and Term] [Item 1.01. Entry into a Material Definitive Agreement. At-the Market Issuance Sales Agreement TM On January 15, 2016, IDI, Inc. (“IDI”) entered into an Capital on Demand IDI is not obligated to make any sales of Common Stock under the Sales Agreement and no assurance can be given that IDI will sell any shares under the Sales Agreement, or, if]