From: “Craig A. Huffman” Date: Wed, 11 Apr 2012 15:52:06 0400 To: Bruce Klein’ , ‘Alonzo Piece’ Ce: "Crag A. Hutfman™ ‘Subject: FW: Third Party Opinion Emperial americas [Attached Is Pena's opinion letter for Cleartrust. lam sending the form | created to Kara now. Then Bruce and! wil call her From: Mark Pena [mailt:lpena001@tampabay.r-com) Sent: Wednesday, April 11,2012 3:4 PM, ‘To: Kara@ cleartrustransfer.com; mi@cleartrusttranser.com; ClearTrust LUC Ce: Craig 8. Hutfma Subject: FW: Third Party Opinion Emperal Americas Importance: High Har {was engaged to ssue Clear Trust the attached opinion letter. Clear Trust can rely upon the letter as specified within, Wyou have any questions feel fee to contact me diecty. Mark ‘Mark Pena Esquire Attorey At Law 334 Hyde Park Avenue, Suite 444 Tampa, FL.33606, 513)251-1289 Fax(813)258-1810 April 15, 2012 From: "Craig A. Huffman” Date: Sun, 15 Apr 2012 20:10:48 -0400 To: ‘Matt troster’ ‘Alonzo Pierce! , , ‘bruce klein’ Subject: Initial Issuance of Emperial Americas Matt, We are glad to be with you all and know you had a good meeting with Bruce. We are going to start with our issuance for the shares for the new control interest of Emperial. With that this debt which was carried forward with Emperial Americas as the surviving entity was acquired upon its acquisition as a liability. The original debt was dated liabilities of Team Nation a Bulletin Board which Emperial acquired the debt from in exchange for controlling interest in that company (that series of debt documents are attached as “Team Nation-Emperial Americas Executed Agreements for Debt all parties"). All such debt is documented from Team Nation on their 2010 10k and Subsequent 10Qs as well. As well the debt being carried forward is attached as the “EA to Victory Partners Master Debt Recognition and Three Party Assignment of Debt to VP” where the debt came into Emperial on September 20, 2011. Additionally, we have twocarrying and enforceable sets of opinions for such debt opinion letters. One was done on behalf of the Company by Mark Pena, Esq. an SEC attorney who opined for purposes of filing when Emperial files its first reports but such is not due until the super 8k occurs in June, 2012. As well each and every issuance package carries a separate legal opinion by outside counsel being Alex Stavrou for each one of the issuances, which covers every issuance. Included in each issuance package you will find 1) the issuance resolution signed by Mr. Klein as Chairman 2) a sellers representation letter signed 3) a conversion document 4) a legal opinion 5) a debt document or assignment for the debt where the shareholder received the debt and 6) a document which sets for that they are choosing to split up their issuances for DWAC transmission into three tranches. Each set of shares may be issued in total, and the opinion letter and issuance cover all the shares due. Then the instruction letter shall be in play that all the shares should go into journal or book form, and be issued via DWAC in the three tranches. Both myself and Mr. Klein will be available for the clean up of any documents which may be needed from shareholders of the Company. If any documents need to be replaced then we shall redo them. Hopefully the share issuance resolution and the sellers rep letter, although Cleartrust forms (the former transfer agent) will suffice for your purposes. If you need ANYTHING at this point you will find us thorough and able to transact matters immediately for your firm. ‘The final issuance is actually an $-8 issuance for myself due from the predecessor company and Emperial. So they will be different obviously.2012-04-14 16:51 VICTORYPARTMERS 201327 1233 >> +188878347 12 Pl INSTRUCTION LETTER FOR CONVERSION AND ISSUANCE TO GLEARTRUST, LLC The undersigned, Victory Partners LLC has hereby elected to convert all debt due and ewing from debt due from Emperial Americas, Inc, (OTCBB: TEXX), which is converted into a total of 1100000 shares of the common stock of the issuer. Your firm is in receipt of the appropriate documentation for said issuance to be made without restrictive legend. However, | am choosing at this time to have said shares issued in increments without restrictive legend. As such the legal opinion covers the whole issuance of shares, and should be relied upon for the incremental issuance of shares without restriction as set forth below. 1. Please issue all shares in book form at your firm. 2. Please issue the following shares from the whole amount on the following schedule without restrictive legend: April 172012 350000 shares April f2012 375000_ shares April'2J2012 375000___ shares May __ 2012 _—__ shares May __ 2012 ___ shares 3. Such shares issued without restriction should be entered for electronic/DWAC delivery al each scheduled time to the instructad brokerage previously made on ‘the conversion notice. (as Signature; Name: Victory Partners LLC Date: 4-13-12