[May 23, 2016 IDI, Inc. Re: Common Stock registered under Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as counsel to IDI, Inc., a Delaware corporation (the “Company”), in connection with the Securities Purchase Agreement dated May 17, 2016 (the “Agreement”) by and between the Company and Chardan Capital Markets, LLC, and the investors signatories thereto (the] [FORM 8-K CURRENT REPORT Date of Report (Date of Earliest Event Reported): May 23, 2016 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 8.01 Other Events. Top of the Form]

[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] [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 2 volume weighted average price] [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 Definitions 1.1 Acquiring Person “ Action] [Jonas Grossman Head of Capital Markets Chardan Capital Markets, LLC 17 State Street Suite 1600 New York, NY 10004 Tel: 646 465 9002 Fax: 646 465 9091 May 17, 2016 STRICTLY CONFIDENTIAL IDI, Inc. 2650 North Military Trail, Suite 300 Boca Raton, FL 33431 Attn: Mr. Michael Brauser, Executive Chairman Dear Michael: Fees and Expenses A. Placement Agent’s Fee 1.] [WHEREAS WHEREAS WHEREAS WHEREAS NOW, THEREFORE The Exchange Delivery (a) Other Documents (b) 2. (a) (i) Holder is entity validly existing and in good standing under the laws of the jurisdiction of Holder’s organization; 1 (iv) Holder is not acquiring the Exchange Securities as a result of any advertisement, article, notice or other communication regarding the Exchange Securities published in] [Item 1.01 Entry into a Material Definitive Agreement. The net proceeds to the Company from the offering, after deducting placement agent fees and estimated offering expenses, are approximately $4.755 million. The registered direct offering and the concurrent private placement are expected to close on or before May 23, 2016, subject to customary closing conditions. Item 3.02 Unregistered Sales of Equity]