**Exhibit 10.7**

 

**AMENDED WARRANT**

 

**WHEREAS**, LiveVentures Incorporated, a Nevada corporation formerly known as LiveDeal, Inc. (the “Company”), has granted certaincommon stock purchase Warrants (each, a “Warrant”) to Isaac Capital Group LLC, a Delaware limited liabilitycompany (the “Holder”), pursuant to one or more written agreements therefor (each, a “Warrant Agreement”),each Warrant exercisable for the purchase of shares of the Company’s Common Stock, par value $0.001 per share (the “CommonStock”);

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**WHEREAS**, onDecember 23, 2016, the Company filed a Certificate of Designation establishing its Series B Convertible Preferred Stock (the “SeriesB Stock”);

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**WHEREAS**, onDecember 27, 2016, the Company and the Holder entered into that certain Share Exchange Agreement (the “Exchange Agreement”),pursuant to which, *inter alia*, the Company and the Holder agreed that (i) the Company would issue to the Holder 158,351.8shares of Series B Stock in exchange for 791,758 shares of Common Stock that the Holder would return to treasury for cancellation,(ii) the terms of each Warrant would be modified as required by the Exchange Agreement, and (iii) the Company and the Holder wouldexecute and deliver one or more Amended Warrant Agreements in accordance therewith;

 

**WHEREAS**, asof December 27, 2016, the Holder held Warrants for the purchase of up to 590,145 shares of Common Stock and, pursuant to the provisionsof the Exchange Agreement, the Company and the Holder desire to modify the relevant Warrant Agreements to provide that the Holderwill then hold Warrants exercisable for the purchase of up to 118,029 shares of Series B Stock;

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**NOW, THEREFORE**,in consideration of these presents and for such other good and valuable consideration, the receipt and adequacy of which are herebyacknowledged, the parties, intending to be legally bound, hereby agree as follows:

 

1.       Referencesto Common Stock or Warrant Share(s). Each reference in a Warrant Agreement to “Common Stock” shall be deemed torefer to Series B Stock. Each reference in a Warrant Agreement to “Warrant Share(s)” shall be deemed to refer to SeriesB Stock.

 

2.       Referencesto Number of Warrant Shares and to Exercise Price. Each reference in a Warrant Agreement to the number of Warrant Shares shallbe divided by five (5). Each economic reference in a Warrant Agreement to “Exercise Price” shall be deemed to multipliedby five (5), as appropriate.

 

3.       Referencesto “Cashless Exercise” Price Calculation. As provided in the Exchange Agreement, “[t]he ‘cashless exercise’price calculation contained in the Amended Warrant Agreements shall be on an as-if-converted to Common Stock basis with X (as referencedin Section 11(j)(ii) therein) then reduced by the ‘Exchange Ratio’ (as defined in the Exchange Agreement) in connectionwith the issuance of the post-Amended Warrant Agreements’ Warrant Shares.”

 

4.       NoOther Modifications to Warrant Agreement(s). Except as set forth herein, or as otherwise required by the provisions of theExchange Agreement, no other provisions of the Warrant Agreement(s) are modified hereby.

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**IN WITNESS WHEREOF**,the Company and the Holder have executed Amended Warrant as of December 27, 2016.