EX-4.2



 Exhibit 4.2 

EXECUTION VERSION 

WARRANT 
 THIS WARRANT AND
THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED
BY COUNSEL. 
 THIS WARRANT (AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT) IS SUBJECT TO A STOCKHOLDERS AGREEMENT, DATED AS OF
THE DATE HEREOF, BY AND AMONG IDI, INC. (THE “COMPANY”), CERTAIN STOCKHOLDERS OF THE COMPANY, AND THE ORIGINAL HOLDER HEREOF (AS AMENDED FROM TIME TO TIME, THE “STOCKHOLDERS AGREEMENT”). NO TRANSFER, SALE,
ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS WARRANT MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT. A COPY OF THE STOCKHOLDERS AGREEMENT SHALL BE FURNISHED WITHOUT
CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON REQUEST. 
 Warrant Certificate No.: [NUMBER] 

Original Issue Date: November 16, 2015 

FOR VALUE RECEIVED, IDI, INC., a Delaware corporation (the “Company”), hereby certifies that FROST GAMMA INVESTMENTS TRUST, a
trust organized under the laws of the State of Florida (the “Holder”) is entitled to purchase from the Company five hundred twenty-four thousand seven hundred fifty (524,750) duly authorized, validly issued, fully paid and
nonassessable shares of Common Stock at a purchase price per share of $6.67 (the “Exercise Price”), all subject to the terms, conditions and adjustments set forth below in this Warrant. Certain capitalized terms used herein are
defined in 1 hereof. 







 1. Definitions. As used in this Warrant, the following terms have the respective meanings set forth below:

 “Aggregate Exercise Price” means an amount equal to the product of (a) the number of Warrant Shares in
respect of which this Warrant is then being exercised pursuant to Section 3 hereof, multiplied by (b) the Exercise Price. 

“Board” means the board of directors of the Company. 

“Business Day” means any day, except a Saturday, Sunday or legal holiday, on which banking institutions in the
city of Boca Raton, Florida are authorized or obligated by law or executive order to close. 
 “Common
Stock” means the common stock, par value $0.0005 per share, of the Company, and any capital stock into which such Common Stock shall have been converted, exchanged or reclassified following the date hereof. 

“Common Stock Deemed Outstanding” means, at any given time, the sum of (a) the number of shares of Common
Stock actually outstanding at such time, plus (b) the number of shares of Common Stock issuable upon exercise of Options actually outstanding at such time, plus (c) the number of shares of Common Stock issuable upon conversion or exchange
of Convertible Securities actually outstanding at such time (treating as actually outstanding any Convertible Securities issuable upon exercise of Options actually outstanding at such time), in each case, regardless of whether the Options or
Convertible Securities are actually exercisable at such time; provided, that Common Stock Deemed Outstanding at any given time shall not include shares owned or held by or for the account of the Company or any of its wholly owned
subsidiaries. 
 “Company” has the meaning set forth in the preamble.  

“Convertible Securities” means any securities (directly or indirectly) convertible into or exchangeable for
Common Stock, but excluding Options. 
 “Excluded Issuances” means any issuance or sale by the Company
after the Original Issue Date of: (a) shares of Common Stock issued upon the exercise of this Warrant; or (b) shares of Common Stock (as such number of shares is equitably adjusted for subsequent stock splits, stock combinations, stock
dividends and recapitalizations) issued directly or upon the exercise of Options to directors, officers, employees, or consultants of the Company in connection with their service as directors of the Company, their employment by the Company or their
retention as consultants by the Company, in each case authorized by the Board and issued pursuant to the Company’s equity incentive plans (including all such shares of Common Stock and Options outstanding prior to the Original Issue Date); or
(c) shares of Common Stock issued upon the conversion or exercise of Options (other than Options covered by clause (b) above) or Convertible Securities issued prior to the Original Issue Date, provided that such securities are not amended
after the date hereof to increase the number of shares of Common Stock issuable thereunder or to lower the exercise or conversion price thereof. 

  
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 “Exercise Date” means, for any given exercise of this Warrant, the
date on which the conditions to such exercise as set forth in Section 3 shall have been satisfied at or prior to 5:00 p.m., Boca Raton, Florida time, on a Business Day, including, without limitation, the receipt by the Company of the
Exercise Agreement, the Warrant and the Aggregate Exercise Price.  
 “Exercise Agreement” has the
meaning set forth in Section 3(a)(i). 
 “Exercise Period” has the meaning set forth in
Section 2. 
 “Exercise Price” has the meaning set forth in the preamble.  

“Fair Market Value” means, as of any particular date: (a) the volume weighted average of the closing sales
prices of the Common Stock for such day on all domestic securities exchanges on which the Common Stock may at the time be listed; or (b) if there have been no sales of the Common Stock on any such exchange on any such day, the average of the
highest bid and lowest asked prices for the Common Stock on all such exchanges at the end of such day; in each case, averaged over twenty (20) consecutive Business Days ending on the Business Day immediately prior to the day as of which
“Fair Market Value” is being determined; provided, that if the Common Stock is listed on any domestic securities exchange, the term “Business Day” as used in this sentence means Business Days on which such exchange is open
for trading.  
 “Holder” has the meaning set forth in the preamble. 

“Options” means any warrants or other rights or options to subscribe for or purchase Common Stock or Convertible
Securities. 
 “Original Issue Date” means the date on which the Warrant was issued by the Company.

 “Person” means any individual, sole proprietorship, partnership, limited liability company, corporation,
joint venture, trust, incorporated organization or government or department or agency thereof.  
 “Series B
Preferred” means the Company’s Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share. 

“Warrant” means this Warrant and all warrants issued upon division or combination of, or in substitution for,
this Warrant. 
 “Warrant Shares” means the shares of Common Stock or other capital stock of the Company
then purchasable upon exercise of this Warrant in accordance with the terms of this Warrant. 
 2. Term of Warrant. Subject to the terms and
conditions hereof, at any time on or following the date that is the twenty first (21st) day following the mailing of the information statement to the Company’s stockholders disclosing
the Company’s stockholder approval of the issuance of the shares of Common Stock issuable upon conversion of the shares of Series B Preferred, and prior to 5:00 p.m., Eastern time, on 

  
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 the ten (10) year anniversary of the date hereof or, if such day is not a Business Day, on the next
preceding Business Day (the “Exercise Period”), the Holder of this Warrant may exercise this Warrant for all or any part of the Warrant Shares purchasable hereunder (subject to adjustment as provided herein).  

3. Exercise of Warrant. 
 (a)
Exercise Procedure. This Warrant may be exercised from time to time on any Business Day during the Exercise Period, for all or any part of the unexercised Warrant Shares, upon: 

(i) surrender of this Warrant to the Company at its then principal executive offices (or an indemnification undertaking with respect to this
Warrant in the case of its loss, theft or destruction), together with an Exercise Agreement in the form attached hereto as Exhibit A (each, an “Exercise Agreement”), duly completed (including specifying the number of Warrant
Shares to be purchased) and executed; and 
 (ii) payment to the Company of the Aggregate Exercise Price in accordance with Section
3(b). 
 (b) Payment of the Aggregate Exercise Price. Payment of the Aggregate Exercise Price shall be made, at the option
of the Holder as expressed in the Exercise Agreement, by the following methods:  
 (i) by delivery to the Company of a certified or
official bank check payable to the order of the Company or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of such Aggregate Exercise Price; 

(ii) by instructing the Company to withhold a number of Warrant Shares then issuable upon exercise of this Warrant with an aggregate Fair
Market Value as of the Exercise Date equal to such Aggregate Exercise Price; 
 (iii) by surrendering to the Company (x) Warrant Shares
previously acquired by the Holder with an aggregate Fair Market Value as of the Exercise Date equal to such Aggregate Exercise Price and/or (y) other securities of the Company having a value as of the Exercise Date equal to the Aggregate
Exercise Price (which value in the case of debt securities shall be the principal amount thereof plus accrued and unpaid interest, in the case of preferred stock shall be the liquidation value thereof plus accumulated and unpaid dividends and in the
case of shares of Common Stock shall be the Fair Market Value thereof); or 
 (iv) any combination of the foregoing. 

  
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 In the event of any withholding of Warrant Shares or surrender of other equity securities pursuant to clause
(ii), (iii) or (iv) above where the number of shares whose value is equal to the Aggregate Exercise Price is not a whole number, the number of shares withheld by or surrendered to the Company shall be rounded up to the nearest whole share
and the Company shall make a cash payment to the Holder (by delivery of a certified or official bank check or by wire transfer of immediately available funds) based on the incremental fraction of a share being so withheld by or surrendered to the
Company in an amount equal to the product of (x) such incremental fraction of a share being so withheld or surrendered multiplied by (y) in the case of Common Stock, the Fair Market Value per Warrant Share as of the Exercise Date, and, in
all other cases, the value thereof as of the Exercise Date determined in accordance with clause (iii)(y) above. 
 (c) Delivery of
Stock Certificates. Upon receipt by the Company of the Exercise Agreement, surrender of this Warrant and payment of the Aggregate Exercise Price (in accordance with Section 3(a) hereof), the Company shall, as promptly as practicable,
and in any event within seven (7) Business Days thereafter, execute (or cause to be executed) and deliver (or cause to be delivered) to the Holder a certificate or certificates representing the Warrant Shares issuable upon such exercise,
together with cash in lieu of any fraction of a share, as provided in Section 3(d) hereof. The stock certificate or certificates so delivered shall be, to the extent possible, in such denomination or denominations as the exercising
Holder shall reasonably request in the Exercise Agreement and shall be registered in the name of the Holder or, subject to compliance with Section 7 below, such other Person’s name as shall be designated in the Exercise Agreement.
This Warrant shall be deemed to have been exercised and such certificate or certificates of Warrant Shares shall be deemed to have been issued, and the Holder or any other Person so designated to be named therein shall be deemed to have become a
holder of record of such Warrant Shares for all purposes, as of the Exercise Date. 
 (d) Fractional Shares. The
Company shall not be required to issue a fractional Warrant Share upon exercise of any Warrant. As to any fraction of a Warrant Share that the Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay to such Holder an
amount in cash (by delivery of a certified or official bank check or by wire transfer of immediately available funds) equal to the product of (i) such fraction multiplied by (ii) the Fair Market Value of one Warrant Share on the Exercise
Date. 
 (e) Delivery of New Warrant. Unless the purchase rights represented by this Warrant shall have expired or
shall have been fully exercised, the Company shall, at the time of delivery of the certificate or certificates representing the Warrant Shares being issued in accordance with Section 3(c) hereof, deliver to the Holder a new Warrant
evidencing the rights of the Holder to purchase the unexpired and unexercised Warrant Shares called for by this Warrant. Such new Warrant shall in all other respects be identical to this Warrant.  

  
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 (f) Valid Issuance of Warrant and Warrant Shares; Payment of Taxes. With respect to
the exercise of this warrant, the Company hereby represents, covenants and agrees: 
 (i) This Warrant is, and any Warrant issued in
substitution for or replacement of this Warrant shall be, upon issuance, duly authorized and validly issued. 
 (ii) All Warrant Shares
issuable upon the exercise of this Warrant pursuant to the terms hereof shall be, upon issuance, and the Company shall take all such actions as may be necessary or appropriate in order that such Warrant Shares are, validly issued, fully paid and
non-assessable, issued without violation of any preemptive or similar rights of any stockholder of the Company and free and clear of all taxes, liens and charges. 

(iii) The Company shall take all such actions as may be necessary to ensure that all such Warrant Shares are issued without violation by the
Company of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Common Stock or other securities constituting Warrant Shares may be listed at the time of such exercise (except for
official notice of issuance which shall be immediately delivered by the Company upon each such issuance). 
 (iv) The Company shall use its
best efforts to cause the Warrant Shares, immediately upon such exercise, to be listed on any domestic securities exchange upon which shares of Common Stock or other securities constituting Warrant Shares are listed at the time of such exercise.

 (v) The Company shall pay all expenses in connection with, and all taxes and other governmental charges that may be imposed with respect
to, the issuance or delivery of Warrant Shares upon exercise of this Warrant; provided, that the Company shall not be required to pay any tax or governmental charge that may be imposed with respect to any applicable withholding or the
issuance or delivery of the Warrant Shares to any Person other than the Holder, and no such issuance or delivery shall be made unless and until the Person requesting such issuance has paid to the Company the amount of any such tax, or has
established to the satisfaction of the Company that such tax has been paid. 
 (g) Reservation of Shares. During the Exercise
Period, the Company shall at all times reserve and keep available out of its authorized but unissued Common Stock or other securities constituting Warrant Shares, solely for the purpose of issuance upon the exercise of this Warrant, the maximum
number of Warrant Shares issuable upon the exercise of this Warrant, and the par value per Warrant Share shall at all times be less 

  
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than or equal to the applicable Exercise Price. The Company shall not increase the par value of any Warrant Shares receivable upon the exercise of this Warrant above the Exercise Price then in
effect, and shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant. 

4. Adjustment to Number of Warrant Shares. In order to prevent dilution of the purchase rights granted under this Warrant, the number of Warrant Shares
issuable upon exercise of this Warrant shall be subject to adjustment from time to time in accordance with the terms of this Section 4. If the Company shall, at any time or from time to time after the Original Issue Date, (i) pay a
dividend or make any other distribution upon the Common Stock or any other capital stock of the Company payable in shares of Common Stock, Convertible Securities or Options, or (ii) subdivide (by any stock split, recapitalization or otherwise)
its outstanding shares of Common Stock into a greater number of shares, the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to any such dividend, distribution or subdivision shall be proportionately increased. If
the Company at any time combines (by combination, reverse stock split or otherwise) its outstanding shares of Common Stock into a smaller number of shares, the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such
combination shall be proportionately decreased. Any adjustment under this Section 4 shall become effective at the close of business on the date the dividend, subdivision or combination becomes effective. 

5. Purchase Rights. In addition to any adjustments pursuant to Section 4 above, if at any time the Company grants, issues or sells any
shares of Common Stock, Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of Common Stock (the “Purchase Rights”), then the Holder shall be entitled to
acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder would have acquired if the Holder had held the number of Warrant Shares acquirable upon complete exercise of this Warrant immediately before
the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase
Rights. Anything herein to the contrary notwithstanding, the Holder shall not be entitled to the Purchase Rights granted herein with respect to any Excluded Issuance. 

6. Stockholders Agreement. This Warrant and all Warrant shares issuable upon exercise of this Warrant are and shall become subject to, and have the
benefit of, the Stockholders Agreement, and the Holder shall be required, for so long as the Holder holds this Warrant or any Warrant Shares, to become and remain a party to the Stockholders Agreement. 

7. Transfer of Warrant. Subject to the transfer conditions referred to in the legend endorsed hereon and the terms and conditions of the Stockholders
Agreement, this 

  
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Warrant and all rights hereunder are transferable, in whole or in part, by the Holder without charge to the Holder, upon surrender of this Warrant to the Company at its then principal
executive offices with a properly completed and duly executed for of assignment in the form attached hereto as Exhibit B, together with funds sufficient to pay any transfer taxes in connection with the making of such transfer. Upon such
compliance, surrender and delivery and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and
shall issue to the assignor a new Warrant evidencing the portion of this Warrant, if any, not so assigned and this Warrant shall promptly be cancelled.  

8. Holder Not Deemed a Stockholder; Limitations on Liability. Except as otherwise specifically provided herein, prior to the issuance to the Holder of
the Warrant Shares to which the Holder is then entitled to receive upon the due exercise of this Warrant, the Holder, solely by virtue of holding this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of shares of
capital stock of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any
corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise. In addition, nothing
contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company
or by creditors of the Company. 
 9. Replacement on Loss; Division and Combination. 

(a) Replacement of Warrant on Loss. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and upon delivery of an indemnity reasonably satisfactory to it (it being understood that a written indemnification agreement or affidavit of loss of the Holder shall be a sufficient indemnity) and, in case
of mutilation, upon surrender of such Warrant for cancellation to the Company, the Company at its own expense shall execute and deliver to the Holder, in lieu hereof, a new Warrant of like tenor and exercisable for an equivalent number of Warrant
Shares as the Warrant so lost, stolen, mutilated or destroyed; provided, that, in the case of mutilation, no indemnity shall be required if this Warrant in identifiable form is surrendered to the Company for cancellation. 

(b) Division and Combination of Warrant. Subject to compliance with the applicable provisions of this Warrant and the
Stockholders Agreement as to any transfer or other assignment which may be involved in such division or combination, this Warrant may be divided or, following any such division of this Warrant, subsequently combined with other Warrants, upon the
surrender of this Warrant or Warrants to the Company at  

  
 8 








 
its then principal executive offices, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the respective Holders or their
agents or attorneys. Subject to compliance with the applicable provisions of this Warrant and the Stockholders Agreement as to any transfer or assignment which may be involved in such division or combination, the Company shall at its own expense
execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants so surrendered in accordance with such notice. Such new Warrant or Warrants shall be of like tenor to the surrendered Warrant or Warrants and shall be exercisable
in the aggregate for an equivalent number of Warrant Shares as the Warrant or Warrants so surrendered in accordance with such notice. 
 10. No
Impairment. The Company shall not, by amendment of its Certificate of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by it hereunder, but shall at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such
action as may reasonably be requested by the Holder in order to protect the exercise rights of the Holder against dilution or other impairment, consistent with the tenor and purpose of this Warrant. 

11. Compliance with the Securities Act. 

(a) Agreement to Comply with the Securities Act; Legend. The Holder, by acceptance of this Warrant, agrees to comply in all
respects with the provisions of this Section 11 and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant
Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act of 1933, as amended (the “Securities Act”). This Warrant and all Warrant Shares issued upon exercise of
this Warrant (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially the following form: 

“THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS
EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND
FOREIGN LAW AND, IF THE CORPORATION REQUESTS, AN OPINION SATISFACTORY TO THE CORPORATION TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.” 

  
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 (b) Representations of the Holder. In connection with the issuance of this Warrant,
the Holder specifically represents, as of the date hereof, to the Company by acceptance of this Warrant as follows: 
 (i) The Holder
is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account and
not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act. 

(ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are “restricted
securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without
registration under the Securities Act only in certain limited circumstances. In addition, the Holder represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed
thereby and by the Securities Act. 
 (iii) The Holder acknowledges that it can bear the economic and financial risk of its investment for
an indefinite period, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask
questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company. 

12. Warrant Register. The Company shall keep and properly maintain at its principal executive offices books for the registration of the Warrant and any
transfers thereof. The Company may deem and treat the Person in whose name the Warrant is registered on such register as the Holder thereof for all purposes, and the Company shall not be affected by any notice to the contrary, except any assignment,
division, combination or other transfer of the Warrant effected in accordance with the provisions of this Warrant. 
 13. Notices. All notices,
requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the
addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next
Business Day if sent after 

  
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normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications
must be sent to the respective parties at the addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this Section 13).  

 

			
	If to the Company:	  	 IDI, Inc.
  

2650 North Military Trail
  

Suite 300
  

Boca Raton, FL 33431
  

E-mail: DDubner@ididata.com
  

Attention: Derek Dubner, Co-Chief Executive Officer

		
	If to the Holder:	  	 Frost Gamma Investments Trust
  

4400 Biscayne Blvd., 15th Floor
  

Miami, FL 33137
  

E-mail: vmiranda@thefrostgrp.com
  

Attention: Veronica Miranda


 14. Cumulative Remedies. Except to the extent expressly provided in Section 8 to the contrary, the rights
and remedies provided in this Warrant are cumulative and are not exclusive of, and are in addition to and not in substitution for, any other rights or remedies available at law, in equity or otherwise. 

15. Equitable Relief. Each of the Company and the Holder acknowledges that a breach or threatened breach by such party of any of its obligations under
this Warrant would give rise to irreparable harm to the other party hereto for which monetary damages would not be an adequate remedy and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations, the
other party hereto shall, in addition to any and all other rights and remedies that may be available to it in respect of 

  
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such breach, be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction.

 16. Entire Agreement. This Warrant, together with the Stockholders Agreement, constitutes the sole and entire agreement of the parties to this
Warrant with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the
statements in the body of this Warrant, the Stockholders Agreement and the Purchase Agreement, the statements in the body of this Warrant shall control. 

17. Successor and Assigns. This Warrant and the rights evidenced hereby shall be binding upon and shall inure to the benefit of the parties hereto and
the successors of the Company and the successors and permitted assigns of the Holder. Such successors and/or permitted assigns of the Holder shall be deemed to be a Holder for all purposes hereunder. 

18. No Third-Party Beneficiaries. This Warrant is for the sole benefit of the Company and the Holder and their respective successors and, in the case
of the Holder, permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Warrant. 

19. Headings. The headings in this Warrant are for reference only and shall not affect the interpretation of this Warrant. 

20. Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant may only be amended, modified or supplemented by an agreement
in writing signed by each party hereto. No waiver by the Company or the Holder of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be
construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in
exercising, any rights, remedy, power or privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege. 
 21. Severability. If any term or provision of this Warrant is
invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Warrant or invalidate or render unenforceable such term or provision in any other
jurisdiction. 

  
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 22. Governing Law. This Warrant shall be governed by and construed in accordance with the internal laws of
the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of
Delaware. 
 23. Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Warrant or the transactions
contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of Florida in each case located in the County of Palm Beach, and each party irrevocably submits to the exclusive jurisdiction of
such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by certified or registered mail to such party’s address set forth herein shall be effective service of process for any suit, action or
other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such
court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 
 24. Waiver of Jury Trial. Each
party acknowledges and agrees that any controversy which may arise under this Warrant is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by
jury in respect of any legal action arising out of or relating to this Warrant or the transactions contemplated hereby. 
 25. Counterparts. This
Warrant may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Warrant delivered by facsimile, e-mail or other means of electronic
transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Warrant. 
 26. No Strict Construction.
This Warrant shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. 

[SIGNATURE PAGE FOLLOWS] 

  
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 EXECUTION VERSION 

IN WITNESS WHEREOF, the Company has duly executed this Warrant on the Original Issue Date. 

 

			
	IDI, INC.
		
	By:	 	 /s/ Derek Dubner

	Name:	 	Derek Dubner
	Title:	 	Co-Chief Executive Officer


  

			
	Accepted and agreed,
	
	FROST GAMMA INVESTMENTS TRUST
		
	By:	 	 /s/ Phillip Frost M.D.

	Name:	 	Phillip Frost, M.D.
	Title:	 	Trustee

 [Signature Page to Warrant –Frost Gamma] 







 EXECUTION VERSION 

EXHIBIT A 

EXERCISE NOTICE 

TO BE EXECUTED 
 BY THE
REGISTERED HOLDER TO EXERCISE THIS WARRANT 
 The undersigned holder hereby exercises the right to purchase
                    of the shares of Common Stock (“Warrant Shares”) of
[                                         ] (the
“Company”), evidenced by the attached Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Warrant. 

Specify Method of exercise by check mark: 
  

	 	1.	Cash Exercise 

 (a) Payment of Warrant Exercise Price. The Holder shall pay the Aggregate
Exercise Price of $        to the Company in accordance with the provisions of the Warrant. 
 (b)
Delivery of Warrant Shares. The Company shall deliver to the Holder            Warrant Shares in accordance with the provisions of the Warrant. 

 

	 	2.	Cashless Exercise 

 (a) Payment of Warrant Exercise Price. In lieu of making payment of
the Aggregate Exercise Price, the Holder elects to receive upon such exercise the net number of shares of Common Stock determined in accordance with the provisions of the Warrant. 

(b) Delivery of Warrant Shares. The Company shall deliver to the
Holder            Warrant Shares in accordance with the provisions of the Warrant. 
 Date:
                         ,              

Name of Registered Holder 
  

			
	By:	 	  

	Name:	 	  

	Title:	 	  









 EXHIBIT B 

FORM OF WARRANT ASSIGNMENT 

FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to
                    , Federal Identification No.             , a warrant to purchase
        shares of the capital stock of [                    ] represented by warrant certificate
no.         , standing in the name of the undersigned on the books of said corporation. The undersigned does hereby irrevocably constitute and appoint
                    , attorney to transfer the warrants of said corporation, with full power of substitution in the premises. 

Dated:                         
                
  

			
	By:	 	  

	Name:	 	  

	Title: