Conversation: Emperial Americas, Inc.

Alonzo,

You can call me today or tomorrow. We need to get this resolved. We have not received any
payments since June & the outstanding balance of $12,173.00 goes back to November of 2011.
We can no longer carry this balance on our books & must receive payment now.

From: Todd Waggoner <lsuwaggs@gmail.com>

Date: Fri, 19 Oct 2012 16:26:45 -0400
To: "Craig A. Huffman" <Craig@securuslawgroup.com>
Cc: bruce klein <bklein1018@gmail.com>, Don Harmer <dharmer@incorporationsolutions.com>,
<apierce@emperialamericas.com>
Subject: Emperial Americas

271 Mossy Oak Drive

Winston Salem, NC 27127

October 19,2012

Craig A. Huffman, Esquire

13046 Racetrack Road, Number 243

Tampa, FL 33626

Re: Emperial Americas

Craig,
I recently discovered that I am an officer of Emperial Americas in Nevada. I want my name
removed as an officer and CFO of Emperial Americas in Nevada (and any other state where they
are incorporated) and want my name removed from Nevadas Secretary of State website
immediately. I also want my name removed from any affiliate and/or related party if such is the
case. In addition, remove my name immediately from Emperial Americas company website at
www.emperialamericas.com <http://www.emperialamericas.com/> . I never consented to being
an officer nor do I want to be in the future. I have never been hired or paid to do anything for
Emperial Americas or any of its affiliates or related parties, nor do I want to be. According to Bruce
Klein, the intent was for Emperial Americas to hire me when it became viable, but that hiring never
materialized. I have never been involved with Emperial Americas or any of its affiliates or related
parties when it comes to financial reporting, decision making, contracts, operations, raising capital
or anything else that involves Emperial Americas and/or its predecessors and/or affiliates and
related parties. The only transaction I had with Emperial Americas or any of its affiliates or related
parties was a personal investment of $25,000 on April 14, 2010 for 33,334 shares of common stock
in the Florida Corporation of Emperial Americas. I was anticipating a future employment
opportunity with Emperial Americas, but I am no longer interested as stated in previous emails to
Bruce.
I would also appreciate my stock certificated for the 33,334 shares I purchased on April 14, 2010 in
the state of Florida for $25,000 on Certificate Number 00102. I have never received one nor did I
ever receive one penny of my investment back. I am not sure how those shares are converted into
the current publicly-held Emperial Americas (TEXX) at this point, but whatever it is I need my
certificate.
If all of the above is not accomplished within 10 days, I will be forced to take further action.
I am sending this letter via email, and the hard copy will follow. Thank you for your assistance in
this matter. I wish the company success in the future.

Sincerely,

Todd Waggoner, CPA

941-445-7902 <tel:941-445-7902>

Cc: Bruce Klein, Don Harmer, Alonzo Pierce

From: dclayton <dclayton@claytonlawyers.com>

Date: Thu, 29 Nov 2012 11:57:14 -0500
To: <craig@securuslawgroup.com>
Cc: <bklein1018@gmail.com>, <apierce@emperialamericas.com>
Subject: Todd Waggoner/ Emperial Americas, Inc.

Craig A. Huffman, Esq.

Securus Law Group
13046 Race Track Road, #243
Tampa, FL 33626

Mr. Huffman:

As I was unable to reach you by telephone a few minutes ago, please be advised that I have been
retained to represent Todd Waggoner. It is my understanding that you represent Emperial
Americas and that you are already familiar with the fact that Mr. Waggoner has been improperly
and unlawfully identified by your client in certain filings with the SEC and the state of Nevada
secretary of state as an officer of that company. Despite Mr. Waggoners previous efforts over the
past several weeks to get you and your client to file corrective papers with those entities, to date no
such filings have been made.

Therefore, this is to demand that the following occur by the close of business tomorrow, November
30, 2012:

(1) An appropriate and accurate 8-K be filed reflecting the fact that Mr. Waggoner has never been
employed in any capacity with Emperial Americas (the company);

(2) An updated corporate registration form with the state of Nevada indicating that Mr. Waggoner
is not an officer or director of the company; and

(3) An amendment to any existing PPMs to be sent to all existing and prospective investors
reflecting the fact that Mr. Waggoner is not now, nor has he ever been employed in any capacity
with the company.

If we do not see documentary evidence by the close of business, i.e., 5 p.m. tomorrow, that these
demands have been met, we will notify the Securities Exchange Commission on Monday,
December 3, 2012 of this situation as well as the Florida Division of Securities and the Nevada
secretary of state in order to protect our clients interests. Moreover, our client may elect to take
such further action as may be warranted, including the filing of a lawsuit for injunctive relief and
damages.

In addition, please advise your client that it is to furnish Mr. Waggoner with a copy of the stock
certificate reflecting his $25,000 investment in this company. As you are aware, he has been
requesting this document for several months. Please contact me with any questions. Thank you
for your anticipated prompt cooperation.

Drew Clayton

cc: Bruce Klein

Alonzo Pierce

October 14, 2012

From: bruce klein <bklein1018@gmail.com>

Date: Sun, 14 Oct 2012 15:00:30 -0400
To: Alonzo Pierce <apierce@emperialamericas.com>
Subject: Re: Issuances for Resolutions

Alonzo....with this now we have another 500000 shares making an issuance of 2850000 shares.
As far as the 200k car racers we will have to speak about this also.....I don't think by EA making the
150k investment in the like company that the issuance will pass the audit. We should start
speaking to brad about this sooner than later.