EX 10.74


STOCK PLEDGE AGREEMENT


 


This STOCK PLEDGE AGREEMENT, dated as
of June 25, 2014 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this
“Agreement”), made by and among iHookup Social, Inc., a Nevada corporation (the “Borrower”),
the undersigned parties as named on Schedule 1 hereto (collectively, the “Pledgor”), in favor of Beaufort Capital
Partners LLC, (the “Secured Party”).


 


WHEREAS, on the date hereof, the Secured
Party has made a loan to the Borrower in an aggregate unpaid principal amount of $100,000 (the “Loans”), evidenced
by that certain secured promissory note of even date herewith (as amended, supplemented or otherwise modified from time to time,
the “Loan Agreement”) made by the Borrower and payable to the order of the Secured Party. Capitalized terms
used but not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement.


 


WHEREAS, this Agreement is given by
the Pledgor in favor of the Secured Party to secure the payment and performance of all of the Secured Obligations; and


 


WHEREAS, it is a condition to the obligations
of the Secured Party to make the Loans under the Loan Agreement that the Pledgor and the Borrower execute and deliver this Agreement.


 


NOW, THEREFORE, in consideration of
the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:


 


 


1.   Definitions  


 


(a)  Unless otherwise
specified herein, all references to Sections and Schedules herein are to Sections and Schedules of this Agreement.


 


(b)  Unless otherwise
defined herein, terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC. However, if
a term is defined in Article 9 of the UCC differently than in another Article of the UCC, the term has the meaning specified in
Article 9.


 


(c)  For purposes
of this Agreement, the following terms shall have the following meanings:


“Closing Price”
means on any given Trading Day, the closing price (as reported by a direct feed service) of the common stock of the Borrower
on the Principal Market or, if the Common Stock is not traded on a Principal Market, the highest reported closing price for the
common stock of the Borrower, as made available through FINRA.


“Collateral” has
the meaning set forth in Section 2.


“Event of Default” has
the meaning set forth in the Loan Agreement.


“Pledged Shares” means
the shares of stock described in Schedule 1 hereto and issued by the Borrower to the Pledgor, as adjusted by the “ratchet”
provisions included in Schedule 1, and the certificates, instruments and agreements representing the Pledged Shares and includes
any securities or other interests, howsoever evidenced or denominated, received by the Pledgor in exchange for or as a dividend
or distribution on or otherwise received in respect of the Pledged Shares.


“Principal Market”
means as of any given date, whichever of the New York Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market,
the Nasdaq Capital Market, the American Stock Exchange, the OTCBB, the OTCQB, or the OTCPink is at the time the principal trading
exchange or market for the common stock of the Borrower.


“Proceeds” means
“proceeds” as such term is defined in Section 9-102 of the UCC and, in any event, shall include, without limitation,
all dividends or other income from the Pledged Shares, collections thereon or distributions with respect thereto.


“Secured
Obligations” has the meaning set forth in Section 3.




    	 



    	 



    

“Trading Day”
shall mean any day during which the New York Stock Exchange shall be open for business.


“UCC” means
the Uniform Commercial Code as in effect from time to time in the State of New York or, when the laws of any other state govern
the method or manner of the perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial
Code as in effect from time to time in such state.


 


2.   Pledge The
Pledgor hereby pledges, assigns and grants to the Secured Party, and hereby creates a continuing first priority lien and security
interest in favor of the Secured Party in and to all of its right, title and interest in and to the following, wherever located,
whether now existing or hereafter from time to time arising or acquired (collectively, the “Collateral”):


 


(a) the Pledged Shares;
and


 


(b) all Proceeds and products
of the foregoing, all books and records relating to the foregoing, all supporting obligations related thereto, and all accessions
to, substitutions and replacements for, and profits and products of, each of the foregoing, and any and all Proceeds of any insurance,
indemnity, warranty or guaranty payable to the Pledgor from time to time with respect to any of the foregoing.


 


3.   Secured Obligations The
Collateral secures the due and prompt payment and performance of:


 


(a)  the obligations
of the Borrower and/or the Pledgor from time to time arising under the Loan Agreement, this Agreement or otherwise with respect
to the due and prompt payment of (i) the principal of, and interest on the Loans (including interest accruing during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding),
when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other
monetary obligations, including fees, costs, attorneys’ fees and disbursements, reimbursement obligations, contract causes
of action, expenses and indemnities, whether primary, secondary, direct or indirect, absolute or contingent, due or to become due,
now existing or hereafter arising, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrower
and/or the Pledgor under or in respect of the Loan Agreement and this Agreement; and


 


(b)  all
other covenants, duties, debts, obligations and liabilities of any kind of the Borrower and/or the Pledgor under or in respect
of the Loan Agreement, this Agreement or any other document made, delivered or given in connection with any of the foregoing, in
each case whether evidenced by a note or other writing, whether allowed in any bankruptcy, insolvency, receivership or other similar
proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification
or otherwise, and whether primary, secondary, direct or indirect, absolute or contingent, due or to become due, now existing or
hereafter arising, fixed or otherwise (all such obligations, covenants, duties, debts, liabilities, sums and expenses set forth
in Section 3 being
herein collectively called the ”Secured Obligations”).


 


4.   Perfection of Pledge  


 


(a)  The
Pledgor and the Borrower shall, from time to time, as may be required by the Secured Party with respect to all Collateral, immediately
take all actions as may be requested by the Secured Party to perfect the security interest of the Secured Party in the Collateral,
including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of Section
8-106 of the UCC, the Pledgor and the Borrower shall immediately take all actions as may
be requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the
Secured Party. All of the foregoing shall be at the sole cost and expense of the Borrower.


 


(b)  The Pledgor
and the Borrower, as applicable, hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any
relevant jurisdiction any financing statements and amendments thereto that contain the information required by Article 9 of the
UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, without
the signature of the Pledgor where permitted by law. The Pledgor and the Borrower agrees to provide all information required by
the Secured Party pursuant to this Section promptly to the Secured Party upon request.


 


5.   Representations
and Warranties The Pledgor and the Borrower, as applicable, represent and warrant as follows:


 


(a)  The Pledged
Shares have been duly authorized and validly issued, and are fully paid and non-assessable and subject to no options to purchase
or similar rights. All information set forth in Schedule 1 relating to the Pledged Shares is accurate




    	 



    	 



    

and complete.


 


(b)  At the time
the Collateral becomes subject to the lien and security interest created by this Agreement, the Pledgor will be the sole, direct,
legal and beneficial owner thereof, free and clear of any lien, security interest, encumbrance, claim, option or right of others
except for the security interest created by this Agreement.


 


(c)  The pledge of
the Collateral pursuant to this Agreement creates a valid and perfected first priority security interest in the Collateral, securing
the payment and performance when due of the Secured Obligations.


 


(d)  The Borrower
has full power, authority and legal right to borrow the Loans and the Pledgor has full power, authority and legal right to pledge
the Collateral pursuant to this Agreement.


 


(e)  Each of this
Agreement and the Loan Agreement has been duly authorized, executed and delivered by the Borrower and the Pledgor and constitutes
a legal, valid and binding obligation of the Borrower and the Pledgor enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject
to equitable principles (regardless of whether enforcement is sought in equity or at law).


 


(f)  No authorization,
approval, or other action by, and no notice to or filing with, any governmental authority, regulatory body or any other entity
is required for the borrowing of the Loans and the pledge by the Pledgor of the Collateral pursuant to this Agreement or for the
execution and delivery of the Loan Agreement and this Agreement by the Borrower and the Pledgor or the performance by the Borrower
and/or Pledgor of its respective obligations thereunder and hereunder.


 


(g)  The execution
and delivery of the Loan Agreement and this Agreement by the Borrower and the Pledgor and the performance by the Borrower and the
Pledgor of their respective obligations thereunder, will not violate any provision of any applicable law or regulation or any order,
judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to the Borrower
or the Pledgor, as applicable, or any of their respective property, or the organizational or governing documents of the Borrower
or any agreement or instrument to which the Borrower or the Pledgor is party or by which it or its property is bound.


 


(h)  The
Pledgor has taken all action required on its part for control (as defined in Section
8-106 of the UCC) to have been obtained by the Secured Party over all Collateral with respect
to which such control may be obtained pursuant to the UCC. No person other than the Secured Party has control or possession of
all or any part of the Collateral. Without limiting the foregoing, all certificates, agreements or instruments representing or
evidencing the Pledged Shares in existence on the date hereof have been delivered to the Secured Party in suitable form for transfer
by delivery or accompanied by duly executed instruments of transfer or assignment in blank.


 


6.   Dividends and Voting
Rights  


 


(a)  The Secured
Party agrees that unless an Event of Default shall have occurred and be continuing, the Pledgor may, to the extent the Pledgor
has such right as a holder of the Pledged Shares, vote and give consents, ratifications and waivers with respect thereto, except
to the extent that, in the Secured Party’s reasonable judgment, any such vote, consent, ratification or waiver would detract
from the value thereof as Collateral or which would be inconsistent with or result in any violation of any provision of the Loan
Agreement or this Agreement.


 


(b)  The Secured
Party agrees that the Pledgor may, unless an Event of Default shall have occurred and be continuing, receive and retain all cash
dividends and other distributions with respect to the Pledged Shares.


 


7.   Further Assurances  


 


(a)  The Pledgor
shall, at its own cost and expense, defend title to the Collateral and the first priority lien and security interest of the Secured
Party therein against the claim of any person claiming against or through the Pledgor and shall maintain and preserve such perfected
first priority security interest for so long as this Agreement shall remain in effect.


 


(b)  The Pledgor
agrees that at any time and from time to time, at the expense of the Pledgor, the Pledgor will promptly execute and deliver all
further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary
or desirable, or that the Secured Party may reasonably request, in order to perfect and protect any security interest granted hereby
or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect
to any Collateral.




    	 



    	 



    

 


(c)  The Pledgor
will not, without providing at least 30 days’ prior written notice to the Secured Party, change its legal name or identity.
The Pledgor will, prior to any change described in the preceding sentence, take all actions reasonably requested by the Secured
Party to maintain the perfection and priority of the Secured Party’s security interest in the Collateral.


 


8.   Transfers and Other
Liens  The Pledgor agrees that it will not sell, offer to sell, dispose of, convey, assign or otherwise transfer,
grant any option with respect to, restrict, or grant, create, permit or suffer to exist any mortgage, pledge, lien, security interest,
option, right of first offer, encumbrance or other restriction or limitation of any nature whatsoever on, any of the Collateral
or any interest therein except as expressly provided for herein or with the prior written consent of the Secured Party.


 


9.   Secured Party Appointed
Attorney-in-Fact  The Pledgor hereby appoints the Secured Party the Pledgor’s attorney-in-fact, with full authority
in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time during the continuance of
an Event of Default in the Secured Party’s discretion to take any action and to execute any instrument which the Secured
Party may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to receive,
endorse and collect all instruments made payable to the Pledgor representing any dividend, interest payment or other distribution
in respect of the Collateral or any part thereof and to give full discharge for the same (but the Secured Party shall not be obligated
to and shall have no liability to the Pledgor or any third party for failure to do so or take action). Such appointment, being
coupled with an interest, shall be irrevocable. The Pledgor hereby ratifies all that said attorneys-in-fact shall lawfully do or
cause to be done by virtue hereof.


 


10.   Secured Party May
Perform If the Pledgor fails to perform any obligation contained in this Agreement, the Secured Party may itself perform,
or cause performance of, such obligation, and the expenses of the Secured Party incurred in connection therewith shall be payable
by the Pledgor; provided that the Secured Party shall not be required to perform or discharge any obligation of the Pledgor.


 


11.   Reasonable Care The
Secured Party shall have no duty with respect to the care and preservation of the Collateral beyond the exercise of reasonable
care, and as further described below. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation
of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Secured Party
accords its own property, it being understood that the Secured Party shall not have any responsibility for (a) ascertaining or
taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether
or not the Secured Party has or is deemed to have knowledge of such matters, or (b) taking any necessary steps to preserve rights
against any parties with respect to any Collateral. Nothing set forth in this Agreement, nor the exercise by the Secured Party
of any of the rights and remedies hereunder, shall relieve the Pledgor from the performance of any obligation on the Pledgor’s
part to be performed or observed in respect of any of the Collateral.


 


12.  Remedies Upon Default If
any Event of Default shall have occurred and be continuing:


 


(a)  The
Secured Party may, without any other notice to or demand upon the Pledgor, assert all rights and remedies of a secured party under
the UCC or other applicable law, including, without limitation, the right to take possession of, hold, collect, sell, lease, deliver,
grant options to purchase or otherwise retain, liquidate or dispose of all or any portion of the Collateral. If notice prior to
disposition of the Collateral or any portion thereof is necessary under applicable law, written notice mailed to the Pledgor at
its notice address as provided in Section
16 hereof ten days prior to the date of such disposition shall constitute reasonable notice,
but notice given in any other reasonable manner shall be sufficient. So long as the sale of the Collateral is made in a commercially
reasonable manner and in accordance with Section 13 below, the Secured Party may sell such Collateral on such terms and to such
purchaser(s) as the Secured Party in its absolute discretion may choose, without assuming any credit risk and without any obligation
to advertise or give notice of any kind other than that necessary under applicable law. Without precluding any other methods of
sale, the sale of the Collateral or any portion thereof shall have been made in a commercially reasonable manner if conducted in
conformity with reasonable commercial practices of creditors disposing of similar property. At any sale of the Collateral, if permitted
by applicable law, the Secured Party may be the purchaser, licensee, assignee or recipient of the Collateral or any part thereof
and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion
of the Collateral sold, assigned or licensed at such sale, to use and apply any of the Secured Obligations as a credit on account
of the purchase price of the Collateral or any part thereof payable at such sale. To the extent permitted by applicable law, the
Pledgor waives all claims, damages and demands it may acquire against the Secured Party arising out of the exercise by it of any
rights hereunder. The Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption
with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and
any other security for the Secured Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Secured
Party or any custodian may bid for and purchase all or any part of the Collateral so sold free




    	 



    	 



    

from any such right or equity
of redemption. Neither the Secured Party nor any custodian shall be liable for failure to collect or realize upon any or all of
the Collateral or for any delay in so doing, nor shall it be under any obligation to take any action whatsoever with regard thereto.
The Secured Party shall not be obligated to clean-up or otherwise prepare the Collateral for sale.


 


(b)  All
rights of the Pledgor to (i) exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant
to Section 6(a) and
(ii) receive the dividends and other distributions which it would otherwise be entitled to receive and retain pursuant to Section
6(b), shall immediately cease, and all such rights shall thereupon become vested in the Secured
Party, which shall have the sole right to exercise such voting and other consensual rights and receive and hold such dividends
and other distributions as Collateral.


 


(c)  All cash Proceeds
received by the Secured Party in respect of any sale of, collection from, or other realization upon all or any part of the Collateral
shall be the property of the Secured Property. 


 


(d)  If the Secured
Party shall determine to exercise its rights to sell all or any of the Collateral pursuant to this Section, the Pledgor agrees
that, upon request of the Secured Party, the Pledgor will, at its own expense, do or cause to be done all such acts and things
as may be necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable
law.


 


13.   No
Waiver and Cumulative Remedies  The Secured Party shall not by any act (except by a written instrument pursuant to
Section 15),
delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Event
of Default. All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by
law.


 


14.   Security Interest
Absolute  The Pledgor hereby waives demand, notice, protest, notice of acceptance of this Agreement, notice of loans
made, credit extended, Collateral received or delivered or other action taken in reliance hereon and all other demands and notices
of any description. All rights of the Secured Party and liens and security interests hereunder, and all Secured Obligations of
the Pledgor hereunder, shall be absolute and unconditional irrespective of:


 


(a)  [Intentionally
Omitted]


 


(b)  any change in
the time, place or manner of payment of, or in any other term of, the Secured Obligations, or any rescission, waiver, amendment
or other modification of the Loan Agreement, this Agreement or any other agreement, including any increase in the Secured Obligations
resulting from any extension of additional credit or otherwise;


 


(c)  any taking,
exchange, substitution, release, impairment or non-perfection of any Collateral or any other collateral, or any taking, release,
impairment, amendment, waiver or other modification of any guaranty, for all or any of the Secured Obligations;


 


(d)  any manner of
sale, disposition or application of proceeds of any Collateral or any other collateral or other assets to all or part of the Secured
Obligations;


 


(e)  any default,
failure or delay, wilful or otherwise, in the performance of the Secured Obligations;


 


(f)  any defense,
set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by,
the Pledgor against the Secured Party; or


 


(g)  any other circumstance
(including, without limitation, any statute of limitations) or manner of administering the Loans or any existence of or reliance
on any representation by the Secured Party that might vary the risk of the Pledgor or otherwise operate as a defense available
to, or a legal or equitable discharge of, the Pledgor or any other grantor, guarantor or surety.


 


15.  Amendments None
of the terms or provisions of this Agreement may be amended, modified, supplemented, terminated or waived, and no consent to any
departure by the Pledgor therefrom shall be effective unless the same shall be in writing and signed by the Secured Party and the
Pledgor, and then such amendment, modification, supplement, waiver or consent shall be effective only in the specific instance
and for the specific purpose for which made or given.


 


16.   Addresses For Notices All
notices and other communications provided for in this Agreement shall be in writing and shall be given in the manner and become
effective as set forth in the Loan Agreement, and addressed to the respective parties at their




    	 



    	 



    

addresses as specified on the signature
pages hereof or as to either party at such other address as shall be designated by such party in a written notice to each other
party.


 


17.   Continuing
Security Interest; Further Actions  This Agreement shall create a continuing first priority lien and security interest
in the Collateral and shall (a) subject to Section 19,
remain in full force and effect until payment and performance in full of the Secured Obligations, (b) be binding upon the Pledgor,
its successors and assigns, and (c) inure to the benefit of the Secured Party and its successors, transferees and assigns; provided
that the Pledgor may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior
written consent of the Secured Party.  


 


18.   Termination; Release  On
the date on which all Loans and other Secured Obligations have been paid and performed in full, the Secured Party will, at the
request and sole expense of the Pledgor, (a) duly assign, transfer and deliver to or at the direction of the Pledgor (without recourse
and without any representation or warranty) such of the Collateral as may then remain in the possession of the Secured Party, together
with any monies at the time held by the Secured Party hereunder, and (b) execute and deliver to the Pledgor a proper instrument
or instruments acknowledging the satisfaction and termination of this Agreement.


 


19.   GOVERNING LAW This
Agreement and the Loan Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise)
based upon, arising out of or relating to this Agreement or the Loan Agreement (except, as to the Loan Agreement, as expressly
set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with,
the laws of the State of New York. 


 


20.   Counterparts This
Agreement and any amendments, waivers, consents or supplements hereto may be executed in counterparts (and by different parties
hereto in different counterparts), each of which shall constitute an original, but all taken together shall constitute a single
contract. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e., “pdf”
or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement
and the Loan Agreement constitute the entire contract among the parties with respect to the subject matter hereof and supersede
all previous agreements and understandings, oral or written, with respect thereto.


 


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


 


	
         

         
	
        iHookup Social, Inc., as Borrower

         

        /s/Robert
        Rositano

	
         

         
	
        By:_____________________

        Name: Robert Rositano

        Title: CEO

        Address for Notices: 125 E. Campbell Ave.

        Campbell, CA 95008

         

         





	
         

         
	
        Copper Creek Holdings, LLC, as Pledgor

         

        /s/Robert
        Rositano

	
         

         
	
        By:_____________________

        Name: Robert Rositano, Managing Member

        Address for Notices: 7960 B. Soquel Dr.

        Aptos, CA 95003 (#146)

         

         





 

 



    	 



    	 



    

 


 


	
         

         
	
         Beaufort Capital Partners LLC, as
Secured Party

         

        /s/Robert Marino

	
         

         
	
        By_____________________

        Name: Robert Marino

        Title: Managing Member

         

        Address for Notices:

        Beaufort Capital Partners LLC

        660 White Plains Road, Suite 455

        Tarrytown, NY 10591 

         

         



 


 




    	 



    	 



    

SCHEDULE 1


PLEDGED SHARES


 





	Pledgor	 	Pledged Shares*
	 	 	 
	Copper Creek Holdings, LLC	 	8,000,000
	 	Total Pledged Shares:	8,000,000







 


In the event, through no fault, directly or indirectly,
of the Secured Party, the Closing Price decreases by fifty percent (50%) or more from the date hereof to the date of an Event of
Default, the Pledged Shares shall be increased as follows:


i. A 50% to 60% decrease in Closing Price shall
increase the Pledged Shares (pro rata by Pledgor) by 10%.


ii. A 60% to 70% decrease in Closing Price shall
increase the Pledged Shares (pro rata by Pledgor) by 20%.


iii. A 70% to 80% decrease in Closing Price shall
increase the Pledged Shares (pro rata by Pledgor) by 30%.


iv. An 80% to 90% decrease in Closing Price shall
increase the Pledged Shares (pro rata by Pledgor) by 40%.


v. A 90% to 100% decrease in Closing Price shall
increase the Pledged Shares (pro rata by Pledgor) by 50%.