ContractIDI, Inc. • December 10th, 2015 • Services-advertising • New York
THIS PROMISSORY NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (THE “SUBORDINATION AGREEMENT”) DATED AS OF DECEMBER 8, 2015 AMONG THE FLUENT ACQUISITION I, A DELAWARE CORPORATION, FLUENT, INC., DELAWARE CORPORATION, FLUENT, LLC (F/K/A FLUENT ACQUISITION II, LLC), A DELAWARE LIMITED LIABILITY COMPANY, IDI, INC., A DELAWARE CORPORATION, THE OTHER OBLIGORS (AS DEFINED THEREIN), FROST GAMMA INVESTMENTS TRUST, A TRUST ORGANIZED UNDER THE LAWS OF THE STATE OF FLORIDA, AS A SUBORDINATED CREDITOR, MICHAEL BRAUSER, A FLORIDA RESIDENT, AS A SUBORDINATED CREDITOR, BARRY HONIG, A FLORIDA RESIDENT, AS A SUBORDINATED CREDITOR, AND WHITEHORSE FINANCE, INC., A DELAWARE CORPORATION, AS ADMINISTRATIVE AGENT, TO THE SENIOR OBLIGATIONS (AS DEFINED IN THE SUBORDINATION AGREEMENT); AND EACH HOLDER OF THIS PROMISSORY NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • December 10th, 2015 • IDI, Inc. • Services-advertising • Delaware
This STOCKHOLDERS’ AGREEMENT, dated as of December 8, 2015, is entered into by and among (i) IDI, Inc., a Delaware corporation (the “Company”), (ii) the Persons listed on Schedule 1 attached hereto (the “Principal Stockholders”), and (iii) the Persons listed on Schedule 2 attached hereto (the “Fluent Stockholders” and, together with the Principal Stockholders, the “Stockholders”).
AMENDMENT NO 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 10th, 2015 • IDI, Inc. • Services-advertising • Delaware
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of December 8, 2015, amends the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 16, 2015, by and among IDI, Inc. (“Parent”), Fluent Acquisition I, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), Fluent Acquisition II, LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Merger Co”), Fluent, Inc., a Delaware corporation (the “Company”), the sellers set forth on the signature pages thereto (each, a “Seller” and collectively, the “Sellers”), and Ryan Schulke, as the Representative of each Seller as set forth therein (the “Representative”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Merger Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 10th, 2015 • IDI, Inc. • Services-advertising • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 8, 2015 (the “Effective Date”), by and among IDI, INC., a Delaware corporation (the “Company”), each of the stockholders of the Company signatory hereto (the “Stockholders”), and Ryan Schulke, as the representative of the Stockholders (the “Representative”). Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Agreement and Plan of Merger, dated as of November 16, 2015, by and among the parties hereto, Fluent, Inc., Fluent Acquisition I, Inc. and Fluent Acquisition II, LLC (the “Merger Agreement”).
SUBORDINATION AGREEMENTSubordination Agreement • December 10th, 2015 • IDI, Inc. • Services-advertising • New York
SUBORDINATION AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, this “Agreement”), dated as of December 8, 2015, by and among FLUENT ACQUISITION I, INC., a Delaware corporation (the “Initial Borrower”), FLUENT, INC., a Delaware corporation (the “Target Borrower”), FLUENT ACQUISITION II, LLC (which, in connection with the Subsequent Merger, is changing its name to Fluent, LLC), a Delaware limited liability company (the “Ultimate Borrower”) (each of the Initial Borrower, the Target Borrower and the Ultimate Borrower, as applicable, the “Borrower”), IDI, INC., a Delaware corporation (“Parent”), the Subsidiary Guarantors (as defined in the Credit Agreement referenced below) and each other Person (as hereinafter defined) who guarantees, or grants a lien on its assets to secure, the Senior Obligations (as hereinafter defined), FROST GAMMA INVESTMENTS TRUST, a trust organized under the laws of the State of Florida (“Frost Gamma Trust”), as
