Exhibit 4.7


FORM OF WARRANT AGREEMENT


LiveDeal, Inc.


and


________________, as Warrant Agent


WARRANT AGREEMENT


THIS WARRANT AGREEMENT (this “Agreement”),
dated as of ________________, is by and between LiveDeal, Inc, a Nevada corporation (the “Company”),
and ________ a _______________________, as Warrant Agent (the “Warrant Agent”).


WHEREAS, the Company is engaged in ____________
(the “Offering”) of consisting of _________________ and, in connection therewith, has determined to issue
and deliver up to ____________ Warrants to public investors in the Offering, each such Warrant evidencing the right of the holder
thereof to purchase _________-shares of Common Stock of the Company for $_____ per share, subject to adjustment as described herein;
and


WHEREAS, the Company has filed with the
Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, No. 333-193784
(the “Registration Statement”) and prospectus (the “Prospectus”), for the registration,
under the Securities Act of 1933, as amended (the “Securities Act”), of the shares of _______________;
and


WHEREAS, the Company desires the Warrant
Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption and exercise of the Warrants; and


WHEREAS, the Company desires to provide
for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


WHEREAS, all acts and things have been
done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on
behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the
execution and delivery of this Agreement.


NOW, THEREFORE, in consideration of the
mutual agreements herein contained, the parties hereto agree as follows:


		1.	Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the
Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and
conditions set forth in this Agreement.



		2.	Warrants.



 


	2.1     		Form of Warrant. Each Warrant shall be issued in registered form only and shall
be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein. Each Warrant shall be
signed by, or bear the facsimile signature of, the Chairman of the Board, President, Chief Executive Officer, Secretary or other
principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have
ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the
same effect as if he or she had not ceased to be such at the date of issuance.







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	2.2     		Effect of Countersignature. Unless and until countersigned by the Warrant Agent
pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.



 


	2.3     		Registration.



 


	2.3.1		Warrant Register. The Warrant Agent shall maintain books (the “Warrant
Register”), for the registration of original issuance and the registration of transfer of the Warrants. Upon the
initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders
thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company.



 


	2.3.2		Registered Holder. Prior to due presentment for registration of transfer of
any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant is registered in the Warrant
Register (the “Registered Holder”) as the absolute owner of such Warrant and of each Warrant represented
thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificate (as defined below) made by anyone
other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither
the Company nor the Warrant Agent shall be affected by any notice to the contrary.



 


		3.	Terms and Exercise of Warrants.



 


	3.1     		Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent,
entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Warrant Agreement, to purchase from
the Company ________________ subject to the adjustments provided in  Section 4 hereof and in the last sentence
of this  Section 3.1 . The term “Warrant Price” as used in this Warrant Agreement shall
mean the price per share at which Shares of Common Stock may be purchased at the time a Warrant is exercised.



 


	3.2     		Duration of Warrants. A Warrant may be exercised only during the period (the
“Exercise Period”) commencing on the date of issuance thereof and ending on ___________________ (the
“Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the
satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below with respect to an effective registration statement.
Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect
thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date.



 


	3.3     		Exercise of Warrants.



 


	3.3.1		Payment. Subject to the provisions of the Warrant and this Warrant Agreement,
a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it, at the
office of the Warrant Agent in ____________________, or at the office of its successor as Warrant Agent, in __________________________,
with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full
share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise
of the Warrant, the exchange of the Warrant for the Shares of Common Stock and the issuance of such Shares of Common Stock, in
lawful money of the United States, in good certified check or good bank draft payable to the order of the Company.



 






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	3.3.2		Issuance of Common Stock on Exercise. As soon as practicable after the exercise
of any Warrant and the clearance of the funds in payment of the Warrant Price, the Company shall issue to the Registered Holder
of such Warrant a certificate or certificates for the number of full Shares of Common Stock to which he, she or it is entitled,
registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full,
a new countersigned Warrant for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the
foregoing, the Company shall not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant and
shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect
to the Common Stock underlying the Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s
satisfying its obligations under  Section 6.4.] No Warrant shall be exercisable and the Company shall not be obligated
to issue shares of Common Stock upon exercise of a Warrant unless the shares of Common Stock issuable upon such Warrant exercise
have been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the Registered Holder
of the Warrant. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to
a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire
worthless. In no event shall the Company be required to net cash settle any Warrant.



 


	3.3.3		Valid Issuance. All Common Stock issued or issuable upon the proper exercise
of a Warrant in conformity with this Agreement shall be validly issued, fully paid and nonassessable.



 


	3.3.4		Date of Issuance. Each person in whose name any certificate for the Common
Stock is issued shall for all purposes be deemed to have become the holder of record of such Common Stock on the date on which
the Warrant was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate,
except that, if the date of such surrender and payment is a date when the share transfer books of the Company are closed, such
person shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which
the share transfer books are open.



 


	3.4     		[Redemption of Warrants.



 


	3.4.1		The Company may call the Warrants for redemption at a price of $______ per Warrant,
upon not less than ________days’ prior written notice of redemption to each Warrant holder, at any time after such Warrants
have become exercisable pursuant to Section 3.2, if, and only if, _________________.]



 


	3.4.2		The “Closing Price” of the Common Stock on any date of determination
means:



 


(a)                
the closing sale price for the regular trading session (without considering after hours or other trading outside
regular trading session hours) of the Common Stock (regular way) as reported in the composite transactions for the principal United
States securities exchange on which the Common Stock is so listed on that date (or, if no closing price is reported, the last reported
sale price during that regular trading session), or


 


(b)                
if the Common Stock is not so listed, the last quoted sales price for the Common Stock in the over-the-counter market
as reported by the OTC Bulletin Board, the National Quotation Bureau or similar organization, or


 


(c)                
if the Common Stock is not so quoted, the average of the mid-point of the last bid and ask prices for the Common
Stock from at least three nationally recognized investment-banking firms that the Company selects for this purpose.


 






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		4.	Adjustments.



 


	4.1     		Stock Dividends.



 


	4.1.1		Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6
below, the number of outstanding shares of Common Stock is increased by a stock dividend payable in Common Stock, or by a split-up
of Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number
of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding
shares of Common Stock.



 


	4.1.2		Dividends. If the Company, at any time while the Warrants are outstanding and
unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of shares of Common
Stock on account of such Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible),
other than  as described in  subsection 4.1.1 above (any such non- excluded event being referred to herein as a
“Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date
of such Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities
or other assets paid on each share of Common Stock in respect of such Dividend.



 


	4.2     		Aggregation of Shares. If after the date hereof, and subject to the provisions
of Section 4.6 hereof, the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse
stock split or reclassification of Common Stock or other similar event, then, on the effective date of such consolidation, combination,
reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant
shall be decreased in proportion to such decrease in outstanding shares of Common Stock.



 


	4.3     		Adjustments in Exercise Price. Whenever the number of shares of Common Stock
purchasable upon the exercise of the Warrants is adjusted, as provided in  subsection 4.1.1 or 4.2 above, the Warrant
Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction
(x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately
prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately
thereafter.



 


	4.4     		Replacement of Securities upon Reorganization, etc. In case of any reclassification
or reorganization of the outstanding shares of Common Stock (other than a change under  subsections 4.1.1 or 4.1.2 or
Section 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or
consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the
continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of the Common
Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company
as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants
shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants
and in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise
of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer,
that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior
to such event. If any reclassification or reorganization also results in a change in the Common Stock covered by subsection 4.1.1,
then such adjustment shall be made pursuant to  subsection 4.1.1 or Sections 4.2,  4.3 and this Section 4.4.
The provisions of this  Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers
or consolidations, sales or other transfers.



 






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	4.5     		Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or
the number of shares issuable upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent,
which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number
of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation
and the facts upon which such calculation is based. Upon the occurrence of any event specified in  Sections 4.1,
4.2, 4.3 or 4.4, the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last
address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give
such notice, or any defect therein, shall not affect the legality or validity of such event.



 


	4.6     		No Fractional Shares. Notwithstanding any provision contained in this Warrant
Agreement to the contrary, the Company shall not issue fractional shares upon exercise of Warrants. If, by reason of any adjustment
made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a
fractional interest in a share, the Company shall, upon such exercise, round to the nearest whole number, the number of the shares
of Common Stock to be issued to such holder.



 


	4.7     		Form of Warrant. The form of Warrant need not be changed because of any adjustment
pursuant to this Section 4, and Warrants issued after such adjustment may state the same Warrant Price and the same number
of shares as is stated in the Warrants initially issued pursuant to this Agreement;  provided,  however, that
the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate
and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution
for an outstanding Warrant or otherwise, may be in the form as so changed.



 


	4.8     		Other Events. In case any event shall occur affecting the Company as to which
none of the provisions of preceding subsections of this Section 4 are strictly applicable, but which would require an
adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate
the intent and purpose of this Section 4, then, in each such case, the Company shall appoint a firm of independent public
accountants, investment banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether
or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose of this  Section 4
and, if they determine that an adjustment is necessary, the terms of such adjustment. The Company shall adjust the terms of the
Warrants in a manner that is consistent with any adjustment recommended in such opinion.



 


		5.	Transfer and Exchange of Warrants.



 


	5.1     		Registration of Transfer. The Warrant Agent shall register the transfer, from
time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed
with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant
representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent.
The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.



 


	5.2     		Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant
Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor
one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered, representing an equal aggregate
number of Warrants.



 


	5.3     		Fractional Warrants. The Warrant Agent shall not be required to effect any
registration of transfer or exchange which shall result in the issuance of a warrant certificate for a fraction of a warrant.



 






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	5.4     		Warrant Execution and Countersignature. The Warrant Agent is hereby authorized
to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to
the provisions of this Section 5.



 


		6.	Other Provisions Relating to Rights of Holders of Warrants.



 


	6.1     		No Rights as Stockholder. A Warrant does not entitle the Registered Holder
thereof to any of the rights of a stockholder of the Company, including, without limitation, the right to receive dividends, or
other distributions, exercise any preemptive rights to vote or to consent or to receive notice as stockholders in respect of the
meetings of stockholders or the election of directors of the Company or any other matter.



 


	6.2     		Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen,
mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity bond or otherwise as they may in
their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant
of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute
a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant
shall be at any time enforceable by anyone.



 


	6.3     		Reservation of Common Stock. The Company shall at all times reserve and keep
available a number of its authorized but unissued shares of Common Stock that shall be sufficient to permit the exercise in full
of all outstanding Warrants issued pursuant to this Agreement.



 


	6.4     		Registration of Common Stock.   The Company registered the shares
of Common Stock and Warrants underlying the Warrants in the Registration Statement. The Company will use its reasonable best efforts
to maintain the effectiveness of such Registration Statement and the current status of the Prospectus or to file and maintain
the effectiveness of another registration and another current prospectus covering the shares of Common Stock issuable upon exercise
of the Warrants at any time that the Warrants are exercisable. In addition, the Company agrees to use its reasonable best efforts
to register such shares of Common Stock under the blue sky laws of the states of residence of the exercising Warrant holders to
the extent an exemption from such registration is not available.



 


		7.	Concerning the Warrant Agent and Other Matters.



 


	7.1     		Payment of Taxes. The Company shall from time to time promptly pay all taxes
and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of shares of Common
Stock upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants
or such shares.



 


	7.2     		Resignation, Consolidation, or Merger of Warrant Agent.



 


	7.2.1		Appointment of Successor Warrant Agent. The Warrant Agent, or any successor
to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving
sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation
or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent.
If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing
of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his
Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York
for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant
Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the
State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and
authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority.
After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and
obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further
act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver,
at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights
of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute,
acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor
Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.



 






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	7.2.2		Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall
be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent for the Common Stock
not later than the effective date of any such appointment.



 


	7.2.3		Merger or Consolidation of Warrant Agent. Any company into which the Warrant
Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which
the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without any further act.



 


	7.3     		Fees and Expenses of Warrant Agent.



 


	7.3.1		Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration
for its services as such Warrant Agent hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant
Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.



 


	7.3.2		Further Assurances. The Company agrees to perform, execute, acknowledge, and
deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments, and assurances
as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement.



 


	7.4     		Liability of Warrant Agent.



 


	7.4.1		Reliance on Company Statement. Whenever in the performance of its duties under
this Warrant Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established
by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof
be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the President
or Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for
any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.



 


	7.4.2		Indemnity. The Warrant Agent shall be liable hereunder only for its own gross
negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any
and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent
in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad
faith.



 






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	7.4.3		Exclusions. The Warrant Agent shall have no responsibility with respect to
the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof).
The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement
or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of  Section 4 hereof
or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization
or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares
of Common Stock shall, when issued, be valid and fully paid and nonassessable.



 


	7.5     		Acceptance of Agency. The Warrant Agent hereby accepts the agency established
by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and among other things, shall
account promptly to the Company with respect to Warrants exercised and concurrently account for, and pay to the Company, all monies
received by the Warrant Agent for the purchase of shares of Common Stock through the exercise of the Warrants.



 


		8.	Miscellaneous Provisions.



 


	8.1     		Successors. All the covenants and provisions of this Agreement by or for the
benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.



 


	8.2     		Notices. Any notice, statement or demand authorized by this Warrant Agreement
to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when
so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days
after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant
Agent), as follows:



LiveDeal, Inc.

____

Suite S124

Melville, NY 11747


Any notice, statement or demand authorized by this Agreement
to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when
so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days
after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the
Company), as follows:


 


_______________________


_______________________


_______________________


 


	8.3     		Applicable Law. The validity, interpretation, and performance of this Agreement
and of the Warrants shall be governed in all respects by the laws of the State of _________, without giving effect to conflicts
of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees
that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced
in the courts of the State of ________ or the United States District Court for the ___________________ and irrevocably submits
to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum.



 






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	8.4     		Persons Having Rights under this Agreement. Nothing in this Agreement shall
be construed to confer upon, or give to, any person or corporation other than the parties hereto and the Registered Holders of
the Warrants any right, remedy, or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation,
promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Warrant Agreement
shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders
of the Warrants.



 


	8.5     		Examination of the Warrant Agreement. A copy of this Agreement shall be available
at all reasonable times at the office of the Warrant Agent in _____________________, for inspection by the Registered Holder of
any Warrant. The Warrant Agent may require any such holder to submit his Warrant for inspection by it.



 


	8.6     		Counterparts. This Agreement may be executed in any number of original or facsimile
counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.



 


	8.7     		Effect of Headings. The section headings herein are for convenience only and
are not part of this Warrant Agreement and shall not affect the interpretation thereof.



 


	8.8     		Amendments. This Agreement may be amended by the parties hereto without the
consent of any Registered Holder for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective
provision contained herein or adding or changing any other provisions with respect to matters or questions arising under this
Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of
the Registered Holders. All other modifications or amendments shall require the written consent of the Company and the Registered
Holders of ___________ of the then outstanding Warrants.



 


	8.9     		Severability. This Warrant Agreement shall be deemed severable, and the invalidity
or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Warrant Agreement
or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties
hereto intend that there shall be added as a part of this Warrant Agreement a provision as similar in terms to such invalid or
unenforceable provision as may be possible and be valid and enforceable.



Exhibit A - Form of Warrant Certificate






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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above written.


 


	LIVEDEAL, INC.
	 
	By:	 
	 
	____________________, as Warrant Agent
	 
	By:	 
	Name:	 
	Title:	 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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EXHIBIT A


 





	Number ___________	CUSIP__________




 


FORM OF WARRANT CERTIFICATE


THIS WARRANT SHALL BE VOID IF NOT
EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW



LIVEDEAL, INC.

Incorporated Under the Laws of the State of Nevada


Warrant Certificate


This Warrant Certificate certifies
that                                       ,
or registered assigns, is the registered holder of                     
warrants (the “Warrants”) to purchase shares of Common Stock, $.001 par value (the “Common
Stock”), of LiveDeal, Inc., a Nevada corporation (the “Company”). Each Warrant entitles
the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that
number of fully paid and nonassessable shares of Common Stock (each, a “Warrant”) as set forth below,
at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable
in lawful money of the United States of America upon surrender of this Warrant Certificate at the office or agency of the Warrant
Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant
Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Each Warrant is initially exercisable
for one fully paid and non-assessable share of Common Stock. The number of the Warrants issuable upon exercise of the Warrants
is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.


 


The initial Exercise Price per share of
Common Stock for any Warrant is equal to $____ per share. The Exercise Price is subject to adjustment upon the occurrence of certain
events set forth in the Warrant Agreement.


 


Subject to the conditions set forth in
the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end
of such Exercise Period, such Warrants shall become void.


 


The Company reserves
the right to redeem the Warrant, in whole and not in part, at any time prior to its exercise, with a notice of redemption in writing
to the holders of record of the Warrant, giving 30 days’ notice of such call at any time after the Warrant becomes exercisable
if (i) the last sale price of the Common Stock has been at least $[______] per share on each of 10 trading days within any 30 trading
day period ending on the third trading day prior to the date on which notice of such redemption is given, (ii) at all
times between the date of such notice of redemption and the redemption date a registration statement is in effect covering the
Common Stock issuable upon exercise of the Warrants and a current prospectus relating to those shares of Common Stock is available
and (iii) at all times between the date of such notice of redemption and the redemption date the shares of Common Stock issuable
upon such Warrant exercise have been registered, qualified or deemed to be exempt under the securities laws of the state of residence
of the Registered Holder of the Warrants. The redemption price of the Warrants shall be $.01 per Warrant. Any Warrant either not
exercised or tendered back to the Company by the end of the date specified in the notice of redemption shall be cancelled on the
books of the Company and have no further value except for the $.01 redemption price.


 


Reference is hereby made to the further
provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have
the same effect as though fully set forth at this place.


 


This Warrant Certificate shall not be
valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This Warrant Certificate
shall be governed and construed in accordance with the internal laws of the State of _____________, without regard to conflicts
of laws principles thereof.



		 
	 	LIVEDEAL, INC.	 
	 	 	 
	 	By:	 	 
	 	Name:	 
	 	Title: Chief Executive Officer	 
	 	 	 
	 	By:	 	 
	 	Name:	 
	 	Title: Secretary	 


 


Countersigned:


Dated: ________, 20__


__________________________,


as Warrant Agent


 






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[REVERSE]


 


The Warrants evidenced by this Warrant
Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock
and are issued or to be issued pursuant to a Warrant Agreement dated as of                       ,
201__ (the “Warrant Agreement”), duly executed and delivered by ________________________, a  ______________,
as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in
and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations,
duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders”
or “holder” meaning the Registered Holders or Registered Holder) of the Warrants. A copy of the Warrant
Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate
but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised at any time
during the Exercise Period as set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed
and executed, together with payment of the Exercise Price, at the principal corporate trust office of the Warrant Agent. In the
event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number
of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate
evidencing the number of Warrants not exercised.


 


Notwithstanding anything else in this
Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration
statement covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act of 1933, (ii) a
prospectus thereunder relating to the shares of Common Stock is current and (iii) the shares of Common Stock issuable upon such
exercise have been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the Registered
Holder of the Warrant.


 


The Warrant Agreement provides that upon
the occurrence of certain events the number of the Warrants set forth on the face hereof may, subject to certain conditions, be
adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in a share of Common
Stock, the Company shall, upon exercise, round to the nearest whole number of shares to be issued to the holder of the Warrant.


 


Warrant Certificates, when surrendered
at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant
Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing
in the aggregate a like number of Warrants.


 


Upon due presentation for registration
of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of
like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this
Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental
charge imposed in connection therewith.


 


The Company and the Warrant Agent may
deem and treat the Registered Holder(s) thereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation
of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s)
hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.


 



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Election to Purchase


(To Be Executed Upon
Exercise of Warrant)


The undersigned hereby irrevocably elects
to exercise the right, represented by this Warrant Certificate, to receive                     
shares of Common Stock and herewith tenders payment for such shares to the order of LiveDeal, Inc.. (the “ Company”)
in the amount of $                       
  in accordance with the terms hereof. The undersigned requests that a certificate for such shares be registered in the
name of                        ,
whose address is                       
  and that such shares be delivered to                  
       whose address is                
                     
                     
      . If said number of shares is less than all of the shares of Common Stock purchasable hereunder,
the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the
name of                        ,
whose address is                        
                   , and that such
Warrant Certificate be delivered to                       ,
whose address is                        .


 


	Date:                     , 20___	 	 
	 	 	(Signature)
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	(Address)
	 	 	 
	 	 	 
	 	 	(Tax Identification Number)


Signature Guaranteed:


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).


 






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