CAT eT 2012-08-16 14:34 VICTORYPARTNERS 2018271233 >> 7798882230 CORPORATE RESOLUTION OF THE BOARD OF DIRECTORS OF EMPERIAL AMERICAS, INC. We, the undersigned, do hereby certify that at a mecting of the Bourd of Directors of EMPERIAL AMERICAS, INC,, a corporation organized under the laws of the State of Florida {the Corporation”), duly fcld on May, 30 2012 at which said meeting no less than two directors ‘were present and voting throughout, the following resolution, upon motions made, seconded and carried, was duly adopted and is now in full force and effect: WHEREAS, the Board of Directors of the Corporation, pursuant to an agreement with the directors of the Corporation, agreed to issue certain shares of restricted common stock to the directors of the Company in consideration of serving in such capacity. NOW, THEREFORE, BE IT: RESOLVED, that the Corporation is hereby authorized to issue 50,000 restricted common shares of the Corporation to director Joel Contreras Contrearas. The certificate shall bear the 144 legend pursuant to the agreement. RESOLVED, that any executive officer of the Corporation be, and hereby is, suthorized, empowered and ditevted, trom time to time, to take such additional action and to ‘execute, certify and deliver to the transfer agent of the Corporation, as any appropriate or proper to implement the provisions of the foregoing resolutions: JIN WITNESS WHEREOF, We have hereunto set our hands as officers and director of {he of the Corporation. Dated: May 30, 2012 of the Board BRUCE KLEIN Chief Operating Officer/Member of the Board Pae2012-08-16 14:33 VICTORVPARTNERS 2019271233 >> 7138682230 CORPORATE RESOLUTION OF THE BOARD OF DIRECTORS OF EMPERIAL AMERICAS, INC. ‘We, the undersigned, do hereby certify that at a mesting of the Board of Directors of EMPERIAL AMERICAS, INC., a corporation organized under the laws of the State of Florida (the “Corporation”), duly held on May, 30 2012 at which said meeting no less than two directors ‘were present and voting throughout, the following resolution, upon motions made, seconded and carried, was duly adopted and is now in full force and effect: WHEREAS, the Board of Directors of the Corporation, pursuant to an agreement withthe directors of the Corporation, agreed to issue certain shares of restricted common stock to the directors of the Company in consideration of serving in such capacity. NOW, THEREFORE, BE IT: RESOLVED, that the Corporation is hereby authorized t0 issue 50,000 restricted ‘common shares of the Corporation to director Bruce Klein, The certificate shall bear the 144 Jegend pursuant to the agreement RESOLVED, that any executive officer of the Corporation be, and hereby is, authorized, empowered and directed, from time to time, to take such additional action and to execute, certify and deliver to the transfer agent of the Corporation, as any appropriate or proper to implement the provisions of the foregoing resolutions IN WITNESS WHEREOF, We have hereunto set our hands as officers and director of the of the Corporation. Dated: May 30, 2012 Chief Operating Officer/Member of the BoardTT 2012-08-16 14:31 Pas EMPERIAL AMERICAS, INC. We, the undersigned, do hereby certify that at a meeting of the Board of Directors of EMPERIAL AMERICAS, INC., a corporation organized under the laws of the State of Florida {the Corporation”), duly held on May 10, 2012 at which said mecting no less than two directors ‘were present and voting throughout, the following resolution, upon motions made, seconded and carried, was duly adopted and is now in full force and effect: WHEREAS, the Board of Directors of the Corporation, pursuant to a consulting agreement with Triad Management, agreed to issue certain shares of restricted common stock 10 the for consulting services rendered. NOW, THEREFORE, BE IT; RESOLVED, that the Corporation is hereby authorized to issue 200,000 restricted common shares of the Corporation to Triad Management. The certificate shall bear the 144 legend pursuant to the agreement, RESOLVED, that any executive officer of the Corporation be, and hereby is, authorized, empowered and directed, from time to time, to take such additional action and 10 exceute, certify and deliver to the transfer agent of the Corporation, as any appropriate or proper ‘0 implement the provisions of the foregoing resolutions: IN WITNESS WHEREOF, We have hereunto set our hands as officers and director of the of the Corporation Dated: May 10, 2012 BRUCE KLEIN Chief Operating Officer/Member of the Board2012-08-18 16:30 \VICTORYPARTNERS 2013271238 >> 7138682230 CORPORATE: RESOLUTION OF ‘THE BOARD OF DIRECTORS We, the undersi senaty ety tt ete oe Ta EMPERIAL AMERICAS, INC. hererporaion organized under the Joe of the State of Florida (he “Coxporation”), duly ‘held on May 30, 2012 raMipich said mecting no Less tan 0 directors te prevent and voting Hroughous S Following resolution, upon motions made, and o Wer re duly adopted and is now in fll force and effect: WHEREAS, th Boart of Directors of ihe Corporation, pursuant to an aggeeMEN with UniStar to provide ‘advertising and marketing: services, agreed to issue certain shares of icted common stock to the for services senderod. NOW, THEREFORE, BE IT: RESOLVED, that the Corporation hereby authorized 10 issue 300000 restricted common shares of the Corpor 10 UniStar. The certificate shall bear the 144 Tegend pursuant tothe agreement RESOLVED, that any exeeuive offices cof the Corporation be, and hereby authorized, empowered and directed, from aye to time, to tke auch sitions action and to , certify rere ae te afer agen oF te Corporation #27 appropriate or proper to implement the provisions of the foregoing resolutions: IN WITNESS WHEREOF, We bave hereunto set our bands as officers and director of the of the Corporation. Dated: May 30, 2012 PareST TE 2012-08-15 1428 VICTORVPARTNERS 2013271233 >> 7198882230 P28 CORPORATE RESOLUTION OF THE BOARD OF DIRECTORS OF EMPERIAL AMERICAS, INC. We, the undersigned, do hereby certify that at a meeting of the Board of Directors of EMPERIAL AMERICAS, INC,, a corporation organized under the laws of the State of Florida (the “Corporation”), duly held on May 30, 2012 at which said meeting no less than two directors ‘were present and voting throughout, the following resolution, upon motions made, seconded and carried, was duly adopted and is now in full force and effect: WHEREAS, the Board of Directors of the Corporation, pursuant to a consulting agreement with Triad Management, agreed to issue certain shares of restricted common stock to the for consulting services rendered. NOW, THEREFORE, BE IT: RESOLVED, that the Corporation is hereby authorized to issue 125,000 restricted common shares of the Corporation to Triad Management. The certificate shall bear the 144 legend pursuant to the agreement. RESOLVED, that any executive officer of the Corporation be, and hereby is, authorized, empowered and directed, from time to time, to take such additional action and to execute, certify and deliver to the transfer agent of the Corporation, as any appropriate or proper to implement the provisions of the foregoing resolutions: IN WITNESS WHEREOF, We bave hereunto set our hands as officers and director of the of the Corporation. Dated: May 30, 2012 ber of the Board BRUCE KLEIN Chief Operating Officer/Member ofthe BoardTN 2012.08-16 1428 VICTORYPARTNERS 2013271233 >> 7198682230 P28 CORPORATE RESOLUTION OF THE BOARD OF DIRECTORS OF EMPERIAL AMERICAS, INC, We, the undersigned, do hereby certify that at a meeting of the Board of Directors of EMPERIAL AMERICAS, INC., @ corporation organized under the laws of the State of Florida (the “Corporation”), duly held on May 30, 2012 at which said meeting no less than twa directors were present and voting throughout, the following resolution, upon motions made, seconded and catried, was duly adopted and is now in full forve and effect WHEREAS, the Board of Directors of the Corporation, pursuant to & consulting agreement with Triad Management, agreed to issue certain shares of restricted common stock 19 the for consulting services rendered, NOW, THEREFORE, BE IT; RESOLVED, that the Corporation is hereby authorized to issue 125,000 restricted common shares of the Corporation to Triad Management, ‘The certificate shall bear the 144 legend pursuant to the agreement RESOLVED, that any executive officer of the Corporation be, and hereby is, authorized, empowered and directed, from time to time, 1o take such additional action and 19 ‘execute, certify and deliver to the transfer agent of the Corporation, as any appropriate or proper to implement the provisions of the foregoing resolutions: IN WITNESS WHEREOF, We have hereunto set our hands as officers and director of the of the Corporation. Dated: May 30, 2012 fer of the Board BRUCE KLEIN Chief Operating Officer/Member of the Board201206 31 METORYPARTAERS JRI27253-2 an, TERED on pas OF EMPERIAL AMERICAS, INC, We, the undersigned, do hereby certify that at a meeting of the Board of Directors of EMPERIAL AMERICAS, INC., « corporation organized under the laws of the State of Florida (the “Corporation”), duly held on May 10, 2012 at which said meeting no less than two directors ‘ere present and voting throughout, the following resolution, upon motions made, seconded and carried, was duly adopied and is now in full force and effect: WHEREAS, the Board of Directors ofthe Corporation, pursuant to a consulting Sgreement with Triad Management, agreed to issue certain shares of restricted common stock to the for consulting services rendered. NOW, THEREFORE, BE IT: RESOLVED, that the Corporation is hereby authorized to issue 200,000 restricted common shares of the Corporation to Triad Management. The certificate shall beat the 144 legend pursuant to the agreement RESOLVED, that any executive officer of the Corporation be, and hereby is, authorized, empowered and directed, from time to time, to take such additional action and tn Grscule, certify and deliver tothe transfer agent of the Corporation, as any appropriate or proper ‘o implement the provisions of the foregoing resolutions: IN WITNESS WHEREOF, We have hereunto set our hands as officers and director of the of the Corporation. Dated: May 10, 2012 per of the Board BRUCE KLEIN (Chief Operating Officer/Member of the Board2012-08-16 18:27 VICTORYPARTNERS 2019271233 >> 7136682230 ca) CORPORATE RESOLUTION OF THE BOARD OF DIRECTORS oF EMPERIAL AMERICAS, INC. We, the undersigned, do hereby certify that at a mecting of the Board of Directors of EMPERIAL AMERICAS, INC., 0 corporation organized under the laws of the State of Florida (the “Corporation, duly held on May 10, 2012 at which said meeting no less than two directors ‘were present and Voting throughout, the following resolution, upon motions made, seconded and cartied, was duly adopted and is now in full force and effect: WHEREAS, the Board of Directors of the Corporation, pursuant to consulting agreement with Resourceful Solutions, agreed to issue certain shares of restricted common stock 10 the for services rendered. NOW, THEREFORE, BE IT: RESOLVED, that the Corporation is hereby authorized to issue 100,000 restricted common shares of the Corporation to Resourceful Solutions, The certificate shal bear the 144 legend pursuant tothe agreement. RESOLVED, that any executive officer of the Corporation be, and hereby is, authorized, empowered and directed, from time to time, to take such additianal action and to ‘execute, certify und deliver to the transfer agent of the Corporation, as any appropriate of proper to implement the provisions of the foregoing resolutions: IN WITNESS WHEREOF, We have hereunto set our hands as officers and director of the of the Corporation. \ Dated: May 10, 2012 per of the Board Chief Operating Officer/Member of the Board2012-08-16 14:37 VICTORVPARTNERS 2018271238 >> 7138882230 Pee CORPORATE RESOLUTION OF THE BOARD OF DIRECTORS OF EMPERIAL AMERICAS, INC. We, the undersigned, do hereby certify that at a meeting of the Board of Directors of EMPERIAL AMERICAS, INC., a corporation organized under the laws of the State of Florida (the Corporation”), duly held on May 30, 2012 at which said meeting no less than two directors ‘were present and voting throughout, the following resolution, upon motions made, seconded and carried, was duly adopted and is now in full force and effect: WHEREAS, the Board of Directors of the Corporation, pursuant to a consulting agreement with Laird Homes, LLC, agreed to issue certain shares of restricted common stock to the for consulting services with regard to the Indy Light Car acquisition NOW, THEREFORE, BE IT: RESOLVED, that the Corporation is hereby authorized to issue 400,000 restricted comuion shares of the Corporation to Laird Homes, LLC. The certificate shall bear the 14 legend pursuant to the agreement, RESOLVED, that any executive officer of the Corporation be, and hereby is, ‘suthorized, empowered and directed, from time to time, to take such additional action and to ‘execute, certify and deliver to the transfer agent of the Corporatiun, as any appropriate or proper to implement the provisions of the foregoing resolutions: IN WITNESS WHEREOF, We have hereunto set our hands as officers and director of the of the Corporation Juss KOEN Chief Operating Orficer/Member of the Board Dated: May 30, 2012 fcmber of the Board2012-08-15 14:35 VICTORYPARTNERS 2018271233 >> 7138682230 P78 CORPORATE RESOLUTION OF THE BOARD OF DIRECTORS OF EMPERIAL AMERICAS, INC. We, the undersigned, do hereby certify that at a mecting of the Bourd of Directors of EMPERIAL AMERICAS, INC. a corporation organized under the laws of the State of Florida (the “Corporation”), duly held on May 30, 2082 at which said meeting no less than two directors ‘ete preseat and voting throughout, the following resolution, upon motions made, seconded and carried, was duly adopted and is now in fill force and effect; WHEREAS, the Board of Directors of the Corporation, pursuant to a consulting agreement with Karen-Caton Goodell, with regard to the Miss Geico AMF Agreement, agreed to issue certain shares of restricted common stock to the directors of the Company in consideration of such services. NOW, THEREFORE, BE IT: RESOLVED, thet the Corporation is hereby authorized to issue 100,000 restricted common shares of the Corporation to Karen-Caton Goodell. The certificate shall bear the 144 legend pursuant to the agreement. RESOLVED, that any executive officer of the Corporation be, and hereby is, authorized, empowered and dirgcted, from time to time, to take such additional ction and to execute, certify and deliver to the transfer agent of the Corporation, as any appropriate or proper to implement the provisions of the foregoing resolutions: IN WITNESS WHEREOF, We have hereunto set our hands as officers and director of the of the Corporation. Dated: May 30, 2012 of the Board ie Aug. Chief Operating Officer/Member of the BoardEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Lieu of Meeting We, the undersigned, being two or more ofthe members of the Board of Directors of EMPERIAL AMERICAS, INC., a Florida comporation (the “Corporation”, in accordance withthe Plorida Business Code, hereby adopt the following resolutions wit the same force and effect ns if presented to and adopted at a meeting of the Board, duly called and helt: WHEREAS, Emperial Americas, Inc. on September 6, 2011 entered into a Debt Agreement by and between Victory Partners, LLC and such agreement was assumed by the Corporation on March 9, 2012. Pansuant to the agreement such debt is convertible into free trading shares of te Corporation at a fixed sale priee of ‘80.16 with a 40% discount for an issuance of $0.096 per shares. On April 11, 2012, the law office of Mark F, Pena issued an opinion with regard to the convertibility of the cebt into free tnding shmes of the Corporation. A copy of the opinion is attached hereto, NOW, THEREFORE, BE IT: RESOLVED, that pursvant t@ the attached Conversion Not authorized to igsve 300,000 free trading shares to Christisn B. Klein, the Corporation is hereby FURTHER RESOLVED, that the proper officers of the Corporation be, and each of them hereby is, authorized and empowered, in the name of and on behalf of the Comoration, to execute all such further documents, certificates or instruments, and to take ll such furtber action, as any such officer may ceem necessary, proper, convenient or desirable in order to carty out each of the foregoing resolutions and in order to carry out each ‘of the intents thereof, and that all suck actions taken by the officers ofthe Corporation to date, in connection with the foregoing resolutions, are hereby in all respects confirmed, ratified and approved. This Written Consent shall be added to the corporate records of this Corporation and made a patt thereof, and the resolutions set forth above shall, have the same force and effect as if adopted at a meeting duly noticed and held by the Board of Directors ofthis Coxporation. This Written Consent may be executed in countomparts and with facsimile sigaatuees with the effect as if all partes hereto had exeeated che same resolution, All counterparts shall be construed together and shall constitute a single Written Consent, Telecopied or email (via PDF) signatures shall be deemed to have the same ‘fleet as an original IN WITNESS WHEREOF, We have hereunto sot our hands as officers and director of the Corporation Dated: May 10, 2012 CONZO PIER PresidentiChie# Exeeutive Officer and Member af the Boatd eee BROCE Ki Chief Operating Officer il Chairman ofthe BoarEMPERIAL AMERICAS, INC. (A Plorida corporation) Written Consent of Directors Action In Lien of Mecting We, the undersigned, being two or more of the members of the Board of Directors of EMPERIAL AMERICAS, INC... Florida corporation (the "Comoration”), it acconlance with the Florida Business Code, hereby adopt the following resolutions withthe same force and effect as if presented to and adopted at a meeting of the Bonn, duly called and hele! WHEREAS, Einperial Americas, Inc. on September 6, 201) entered into a Debt Agreement by ‘and between Victory Partners, LLC and such agreement was assumed by the Corporation on March 9, 2012, Pursuant to the agreement such debt is convertible into frve trading shares of the Corporation at a fixed sale price of ‘80.16 with a 40% discount for an issuance of $0.096 per shares. On April 11, 2012, the law office of Mark E. Pena issued an opinion with regard to the convertibility of the debt into free trading shares of the Corporation. copy of the opinion is attached hereto NOW, THEREFORE, BE IT: RESOLVED, that pursuant to the attached Conversion Notice, the Corporation is hereby authorized to issue 75,000 free trading shaves to David Mackey. PURTHER RESOLVED, that the proper officers of the Corporation be, and each of them hereby {s, authorized and empowered, inthe name of anc an behalf of the Corporation, to execute all such further documents, certificates or insttuments, ad to take all such further aetion, as any such officer may deem necessary, proper, convenient or desirable in order to carry out each of the foregoing resolutions and in order to carty out each Of the intents thereof, andl that all such actions taken by the officers of the Corporation to date, in connection with the foregoing resolutions, are hereby in all respects confirmed, ratified and approved. This Written Consent shall be ‘added to the corporate records ofthis Corporation and made a part thereof, and the resolutions set forth above shall hhave the same forve and effect as if adopted at a meeting duly noticed and held by the Board of Directors of this Corporation. This Written Consent may be executed in counterparts and with facsimile signatures with the effect as if all parties hereto had executed the same resolution. All counterparts shall be construed together and shall constitute a single Written Consent. Telecopied or email (via PDE) signatures shall be deemed to have the same effect as an original IN WITNESS WHEREOF, We have hereunto set our hands as officers and director of the Cosporation, Dated: May 30, 2012 ALONZO PIERCE sor and Member of the Board Chief Operating Officer and Chairman of the BoardEMPERIAL AMERICAS, INC. {A Florida corporation) Written Consent of Directors Action In Liew of Meeting We, the undersigned, being two or more of the members of the Hoard of Ditectors of EMPERIAL AMERICAS, INC. a Florida corporation (the “Coxporation”), in accordance with the Florida Business Code, hereby rdopt the following resolutions with the same foroe and effeet as if presented to and adopted at a meeting of the Board, duly called and hel: WHEREAS, Emperial Americas, Inc. 03 September 6, 2011 entered into a Debt Agreement by ‘and between Victory Partners, LLC and such agreement was assumed by the Corporation on March 9, 2012. Pursuant to the agreement such debt is convertible into free trading shares of the Corporation at a fixed sale price of $80.16 with a 40% discount for en issuance of $0.096 per shares. On April 11, 2012, the law office of Mlark E. Pena issued an opinion with regard o the convertibility of the debt into five trading shares of the Corporation. A copy of the opinion is atached hereto, NOW, THEREFORE, BE IT: RESOLVED, that pursuant to the attached Conversion Notice, the Corporation is hereby authorized to issue 300 fice trading shares to Eric Munson. FURTHER RESOLVED, that the proper officers of the Corporation be, and each of them hereby is, authorized and empowered, in the name of and on behalf ofthe Corporation, to execute all such further documents, certificates or instruments, andl to take all such further setion, as any such officer may deem necessary, proper, convenient or desirable in order to carry out each of the foregoing resolutions and in order to carry out each ‘of the intents thereof, an that all suc actions taken by the officers of the Corporation to date, in connection with the foregoing resolutions, are hereby in all espects confiemed, ratified and approved. ‘This Written Consent shall be ulded to the corporate records ofthis Corporation and mavle a part thoreof, and the resolutions se forth above shall have the same force and effec as if adapted at a mecting duly noticed and held by the Board of Directors of this Corporation. This Written Consent may be exccuted in counterparts and with facsimile signatures with the effet as ifall parties hereto had executed the same resolution. All counterparts shal be construed together and shall constitute a single Written Consent. Telecopied or emal (via PDF) signatures shall be deemed have the same effect av an original IN WITNESS WHEREOF, We have hereunto set our hands as officers and director ofthe Corporation Dated: May 29, 2012 ALONZO PIERCE PresidentChief Executive Officer and Member ofthe Board (hu KO BRUCE KLEIN Chief Operating Officer and Chairman of the BoardEMPERIAL AMERICAS, INC, (A Florida corporation) Written Consent of Direetors Action In Licu of Meeting We, the undersigned, being two or more ofthe members of the Board of Ditectors of EMPERIAL, AMERICAS, INC.,a Florida corporation (the “Corporation”), in accordance with the Florida Business Code, hereby ‘adopt the following resolutions with the same force and effect as if presented to and adopted at a meeting of the Board, duly ealled and hele: WHEREAS, Emperial Americas, Ine. on September 6, 2041 entered into a Debt Agreement by ‘and between Viewory Partners, LLC and such agreement was assumed by the Corporation on March 9, 2012. Pursunnt tothe agreement such debt is convertible into free trading shares of the Corporation at a fixed sale price of $0.16 with « 40% discount for en issuance of $0.096 per shares. On April }1, 2012, the law office of Mark E. Pena issued an opinion with regard to the convertibility of the debt into tree trading shares of the Corporation. copy of the opinion is attached hereto NOW, THEREFORE, BEIT: RESOLVED, that pursuant to the attached Conversion Notice, the Corporation is hereby authorized to issue 595,000 free trading shares to Joann Lela, PURTHER RESOLVED, thatthe proper officers ofthe Corporation be, and each of them hereby is, authorized and empowered, inthe name of anc on behalf of the Corporation, to execute all such further documents, certificates or instruments, and to take all such further action, as any such olficer may deem necessary, proper, convenient or desirable in order to carry out each ofthe foregoing resolutions and in order to carry out each of the intents thereof, and that all such actions taken by the officers of the Corporation 10 date, in connection with the foregoing resolutions, are hereby in all respects confirmed, ratified andl approved. This Written Consent shall be aulded to the corporate recorcs of this Corporation and macle a part thereof, aud the resolutions set forth above shall have the same force and effect as if adopted at a meeting duly noticed and helé by the Bosrd of Directors of this Comporation. This Written Consent may be executed in counterparts and with facsimile signatares withthe effect as itall parties hereto had executed the same resolution, All counterparts shall be constrved together nd shall ‘constitute a single Written Consent, Telecapied or enmal (via PDF) signatares shall be deemed to have the same ‘offect as an original IN WITNESS WHEREOF, We have hercunto set our hands as officers and director ofthe Cosporation, Dated: August 14, 2012 ‘ALONZO PIERC! PresidenChief Executive Officer and Member of the Board Chief Operating Officer and Chairman of the BosraEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Lieu of Meeting We, the undersigned, being wo or more of the members of the Board of Ditectors of EMPERIAL AMERICAS, INC. Flotida corporation (the "Coxporation”), in accordance with the Florida Business Code, hereby adopt the Following resolutions withthe same force and effect ns if presented to and adopted at a meeting of the Board, cily called and eld WHEREAS, Eimpesial Americas, Inc. on September 6, 2011 entered into a Debt Agreement by ‘and between Victory Partners, LLC and such agreement was assumed by the Corporation on March 9, 2012. Pursuant to the agreement such debt is convertible into free trading shares of the Corporation at a fixed sale price of {$0.16 with 40% discount for an issuance of $0.096 per shares. On April {1, 2012, the faw office of Mark E. Pena issued an opinion with regard to the convertibility of the debt imo Cree trading shares ofthe Corporation. A copy of the op tached hereto, NOW, THEREFORE, BE IT: RESOLVED, that pursuant to the attached Conversion Notice, the Corporation is. hereby authorized to issue 400,000 free trading shares fo Kleexpointe Management FURTHER RESOLVED, thatthe proper officers of the Corporation be, andl each of them hereby js, authorized and empowered, in the name of and on behalf of the Corporation, to execute all such futher documents, cetifeates oF instruments, and to take all such further aetion, as any such officer may deem necessary, proper, convenient or desirable in order to carry out each ofthe foregoing resolutions aud in order to earry out each Of the intents thereof, and that all such actions taken by the officers of the Corporation to date, in connection with the foregoing resolutions, ae hereby in all respects confirmed, ratified and approved. This Written Consent shall be acide to the comorate records of this Corporation and made a part thereof, and the resolutions set forth above shall have the same force and effect as if adapted at a meeting duly noticed and held by the Boant of Directors of this Coiporation, This Written Consent may be executed in counterparts and with facsimile sigaatures withthe effect as ifall parties hereto had executed the same resolution. All eounterpatts shall be construed together and shall constitute « single Written Consent, Telecopied or email (via PDE) signatures shall be dleented to have the same effect as an original IN WITNESS WHEREOF, We have herounto set our hands as officers and director of the Corporation Dated: May 10,2012 ALONZO Pil President/Chief Executive Officer and Member of the Board RUCE KLEIN Chief Operating Officer and Chairman of the BoorEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Licu of Meeting We, the undersigned, being two or more of the members of the Board of Directors of EMPERIAL AMERICAS, INC.,1 Florida corporation (the Corporation”), in accordance with the Florida Business Code. hereby adopt the following resolutions withthe same force and effect as if presented to and adapted at a maeeting of the Board, dily called and held WHEREAS, Emperial Americas, Inc. on September 6, 2011 entered into a Debt Agreement by and between Victory Partners, LLC and such agreement was assumed by the Corporation on Match 9, 2012 Pursuant to the agreement such debt is convertible into free trading shares of the Coxporation at a fixed sale price of $0.16 with a 40% discount for an issuance of $0,096 per shares. On April 1, 2012, the law office of Mark E. Pena issued an opinion with regard co the convertibility of the debt into free trading shares of the Corporation. A copy of the opinion is attached hereto. NOW, THEREFORE, BE IT: RESOLVED, that pursuant to the attached Conversion Notice, the Comoration is hereby authorized to issue 50,000 free trading shares to Larry Ackerman, FURTHER RESOLVED, that the proper officers ofthe Corporation be, and exch of them hereby is, authorized and empowered, in tie name of and on behalf of the Comoration, to execute al such further documents, cettifieates or instruments, and to take all such further aetion, as eny such officer may deem necessary, proper, convenient or desirable in order to catty out each of the foregoing resolutions and in order to canry out each of the intents thereof, and that all such actions taken by the officers of the Comporation to date, in connection with the foregoing resolutions, are hereby in all respects coafitmed, ratified and approved. ‘This Written Consent shall be added tothe corporate eecorts of this Corporation and made a past thereof, and the resolutions set forth above shall have the same foree and efleetas if adopted at « meeting daly noticed and held by the Board of Directors of this Cotporation. Tis Writen Consent may be executed in counterparts and with facsimile signatures withthe effeet as ifall parties hereto had executed the same resolution, All counterparts shall be construed together and shall constitute a single Written Consent. Telecopied or email (via PDE) signatures shall be deemed to have the same effect as an original IN WITNESS WHEREOF, We have hereunto set our hands as officers and director ofthe Corporation. Dated: August 14, 2012 PresidentiChief Executive Officer and Member ofthe Board ‘BRUCE KLEIN Chief Operating Officer and Chairman of the BoardEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Liew of Meeting We, the undersigned, being two or more of the members of the Board of Disectors of EMPERIAL AMERICAS, INC., a Florida corporation (the “Corporation”, in aecordance with the Florida Business Code, bereby adopt the Following resolutions with the same force and elect as ifpresented to and adopted at a meeting of the Board, duly ealled and held: WHEREAS, Emperial Americas, Ine. 0 September 6, 2011 entered into a Debt Agreement by and between Victory Partners, LLC and such agreement was assumed by the Corporation on March 9, 2012. Pursuant to the agreement such debt is convertible into free trading shares of the Corporation ata fixed sate price of $80.16 with a 40% discount for an issuance of $0.096 per shares. On April 11, 2012, the law office of Mark E. Pens issued an opinion with regard to the convertibility of the debt into free trading shares of the Corporation. A copy of the opinion is attached hereto NOW, 1 REFORE, BE RESOLVED, that pursuant to the attached Conversion Notice, the Corporation is bereby ‘authorize to issue 56,251 free trading shares to Mike Camilir FURTHER RESOLVED, that the proper officers of the Corporation be, anal each of them hereby is, authorized and empowered, in the name of and on behalf of the Corporation, to execute all such further documents, cenifiates or instruments, and to tke all such further aetion, ag any such ollicer may deem necessary, proper, convenient or desirable in order to carry out each of the foregoing resolutions and in order to carry out each ‘of the intents thereof, and that all such actions taken by the officers of the Corporation 1 date, in connection with the foregoing resolutions, are hereby in all respects conficmed, ratified ancl approved. This Written Consent shall be ‘added to the corporate recars of this Corporetion and made a part thereof, and the resolutions set forth above shall have the same foree and effect as if adopted at @ meeting duly noticed and held by the Beard of Directors of this Comoration. This Written Consent may be executed in counterparts and with facsimile sigaatures with the effect as ‘i all parties hereto had executed the same resolution. Ail counterpatts shall be construed together and shall constitute a single Written Consent, Telecopied or email (via PDF) signatures shall be «eemed to have the samme effect as an original IN WETNESS WHEREOF, We have hereunto set our hands as officers and direetor of the Corporation, Dated: May 30, 2012 ‘ALONZO PIERCE Presidont/Chief Executive Officer and Member of the Board BRUCE KLEIN Chief Operating Officer and Chaitman of he BoardEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Liew of Meeting We, the undersigned, being two or more of the otembers of the Board of Directors of EMPERIAL AMERICAS, INC., a Florida corporation (the “Corporation”), in accordance withthe Florida Business Code, bereby adopt the Following resolutions with the same force and elec as ifpresented to and adopted at a meeting of the Board, duly called and hel WHEREAS, Emperial Americas, Ine. on September 6, 2011 entered into # Debt Agreement by ‘and between Victory Partners, LLC and such agreement was assumed by the Cosporation on March 9, 2012. Pursuant to the agreement such debt is convertible into free tracing shares of the Corporation at a fixed sale price of $0.16 with a 40% discount for an issuance of $0.096 per shates. On April 11, 2012, the law office of Mark E. Pena issued an opinion with regard to the convertibility of the debt into free trading shares of the Corporation. A copy of the opinion is attached hereto NOW, THEREFORE, BE IT: RESOLVED, that pursuant to the attzched Conversion Notice, the Comporation is hereby authorized to issue $02,533 free trading shares of the Corporation to Peck and Grossman. FURTHER RESOLVED, that the proper officers of the Corporation be, ancl each of them hereby authorized and empowered, in the name of and on behalf of the Corporation, to execute all such further ‘documents, certificates or instuuments, and 10 take all such farther aetion, as any such officer may deem necessary, ‘proper, convenient or desizable ia onder to camry out each of the foregoing resolutions and in order to carry out each Of the intents thereof, and that all such actions taken by the officers of the Corporation to date, in connection with the foregoing resolutions, are hereby in all respects confirmed, ratified and approved. This Written Consent shall be ‘added to the comporate records of this Corporation and mace a part thereof, and the resolutions set forth above shall have the sume force and effect as if adopted at a meeting duly noticed and held by the Board of Directors of this Corporation, This Written Consent may be executed in counterparts and with facsimile signatutes withthe effect as ‘fall parties hercto had executed the same resolution, All counterparts shall be construed together and shall constitute a single Written Consent. Telecopied or email (via PDF) sigoatuyes shall be deemed to have the same effect as an original IN WITNESS WHEREOF, We have hereunto set our hands as officers and director ofthe Corporation Dated: June 6, 2012 ALONZO PIERCE: PresidentiChiet Executive Officer and Member of tho Board Dyce KKLES (Chief Operating Officer and Chairman of the BoardEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Licu of Meeting We, the undersigned, being two or more of the members of the Board of Directors of EMPERIAL AMERICAS, INC., a Florida corporation (dhe “Corporation”), in accordance with the Florida Business Code, hereby ‘dlopt the following resolutions withthe same forve and effet as if presented to and adopted at a meeting of the Board, duly called and hel: WHEREAS, Enperial Americas, Ine. 09 September 6, 2011 entered into a Debt Agreement by and between Victory Partners, LLLC and such agreement was assumed by the Corporation on Match 9, 2012. Pursuant to the agreement such debt is convertible into free trading shares of the Corporation at a fixed sale price of $0.16 with a 40% discount for an issuance of $0.096 per shaves. On April 11, 2012, the law office of Mark E. Pena issued an opinion with regard to the convertibility ofthe debt into fice trading shaves of the Corporation. A copy of ‘tbe opinion is attached hereto NOW, THEREFORE, BEIT RESOLVED, that pursuant to the attached Conversion Notice, the Comporation is hereby authorized to issue 500,000 fie wading shaves to Peter Christians Associates, LP. IRTHER RESOLVED, that the proper officers of the Corporation be, anc each of them hereby is, authorized and empowered, in the name of and on bebalf af the Corporation, so execute all such further documents, certificates or instruments, and to take al such further action, as auy such officer may deem necessary, proper, convenient or desirable in oner to carry out e2ch of the foregoing resolutions and in order to carry out each ‘ofthe intents thereof, and that all such actions taken by the officers of the Corporation to date, in connection with ‘the forepoing resolutions, ore hereby in all respects confirmed, ratified and approved. This Writen Consent shall be ‘added to the corporate records of this Corporation and made a part thereof, and the resolutions st forth above shall hhave the same force and effect as if adopted at a meeting duly noticed and held by the Board of Directors of this Corporation, This Written Consent may be executed in counterparts and with facsimile signatures with the effect as ial parties hereto had executed the same resolution. All counterparts shall be construed together and shall constitute a single Written Consent. Telecopied or email (vin PDF) signataves shall be deemed to have the same effect as an original IN WITNESS WHEREOF, We have hereunto set our hands as officers und director ofthe Corporation Dated: May 10,2012 ALONZO PIERCE PresidentChief Lexceutive Officer and Member of the Board fee KM BRUCE KLEIN ief Operating Officer and Chairman of the BoardEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Licu of Meeting We, the undersigned, being two or more of the members of the Board of Ditectors of EMPERIAL AMERICAS, INC,, a Flotida corporation (the “Corporation’), in accordance with the Florida Business Code, bereby adopt the following resolutions with the same force and effect as if presented to and adopted at a meeting of the Board, duly ealled and hele: WHEREAS, Emperial Americas, Ine, on September 6, 2011 entered into a Debt Agreement by ‘ond between Victory Partners, LLC and such agreement was assumed by the Corporation on March 9, 2012. Pursuant to the agreement such debt is convertible into free trading shares of the Corporation at a fixed sale price of 80,16 with a 40% discount for an issuance of $0.096 per shares. On April L1, 2012, the law office of Mark E. Pena issued an opinion with regard to the convertibility ofthe debt into free trading shares of the Corporation. A copy of the opinion is atached hereto NOW, THEREFORE, BE IT: RESOLVED, that pursuant to the attached Conversion Notice, the Corporation is hereby authorized to issue $50,000 five trading shares to Phillis Soloman. FURTHER RESOLVED, that the proper officers ofthe Corporation be, and each of thei hereby is, authorized and empowered, in the name of and on behalf of the Corporation, to execute all such further documents, certificates or instruments, and to take all such further action, as any such officer may deem necessary, proper, convenient or desirable in order to carry out each of the foregoing resolutions and in order to carry out each of the intents thereof, and that all such actions taken by the offiers of the Comporation to date, in connection with the foregoing resolutions, are hereby in all respeots confirmed, ratified and approved. This Written Consent shall be ‘added to the corporate records of this Corporation and made a part thereof, and the resolutions set forth above shall hove the same force and effect as if adopted at a meeting duly noticed and held by the Board of Directors ofthis, Corporation. This Written Consent may be executed in courterparts and with facsimile signatures with the effect as if all parties hereto had executed the same resolution. All counterpants shall be construed together and shall constitute single Written Consent. Telecopied or email (vin PDF) signatures shat! be deemed to have the same effect as an original IN WITNESS WHERKOF, We have hereunto set our hands as officers and director ofthe Corporation Dated: August 14, 2012 ALONZO PIERC! PresidenvChief Executive OF a Chief Operating Officer and Chaitman of the Board sr and Member of the BoardEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Liew of Meeting We, the undersigned, being two or more of the members ofthe Boatd of Direotors of EMPERIAL. AMERICAS, INC., a Florida cosporation (the “Corporation"), in accordnnge with the Florida Business Code, hereby adopt the following resolutions with the sume forve andl effect as if presented to and adopted at a meeting of the Board, duly called and hele: WHEREAS, imperial Americas, Inc. on September 6, 2011 entered into a Debt Agreement by and between Victory Partners, LLC and such agreement was assumed by the Cosporation on March 9, 2012. Pursuant to the agreement such debt is convertible into free trading shares of the Corporation at a fixed sale price of $80.16 with a 40% discount for an issuance of $0.096 per shates. On April 11, 2012, the law office of Mark E. Pena issued an opinion with regard to the convertibility ofthe debt into fe trading shares of the Corporation. A copy of the opinion is attached here, NOW, THEREFORE, BE IT: RESOLVED, that pursuant to the attached Conversion Notice, the Corporation is. hereby authorized to issue 502,000 five trading shares of the Corporation to Saft Fousidation. FURTHER RESOLVED, that the proper officers of the Corporation be, and each of them hereby is, authorized and empowered, in the name of and on bebsllf of the Corporation, to execute all such further documents, certificates or instruments, ond to take all sueh further action, as any such officer may deem necessary, proper, convenient or desirable in order to carry out each of the foregoing resolutions and in order to earry out cach of the intents thereof, and that all such actions taken by the officers of the Corporation to date, in connection with the foregoing resolutions, are hereby in all respects confirmed, ratified and approved. This Written Consent shall be adie fo the corporate records ofthis Corporation and made a part thereof, and the resolutions set forth above shall hhave the same force and effect as if adapted at a meeting duly noticed and held by the Bone of Ditectors of this Corporation. This Written Consent may be executed in counterparts and with facsimile signatures with the effect as if alt patties hereto had executed the same resolution. All counterparts shall be construed together end shall constitute a single Written Consent. Telecopied or email (via PDF) signatures shall be deemed to have the same effect as an original IN WITNESS WHEREOF, We have hereunto set our hands as officers and director of the Corporation. Dated: June 21, 2012 President/Chief Executive Officer and Member of the Bou Lokeee \QW& RUCE KLEIN ‘hier Operating Officer and Chairman of the BoardEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Licu of Meeting We, the undersigned, being two or more of the members of the Board of Directors of EMPERIAL AMERICAS, INC., a Florida corporation (the “Corporation”), in accordance with the Blorida Business Code, hereby adopt the Following resolutions with the same force and effect as if presented ta and adopted at a meeting of the Board, duly called and held WHEREAS, Eimperial Americas, Ine. on September 6, 2011 entered into a Debt Agreement by fand between Victory Partners, LLC and such agreement was assumed by the Corporation on March 9, 2012 Pursuant to the agreement such debt is convertible ito free trading shares of the Corporation at a fixed sale price of $0.16 with a 40% discount for an issuance of $0.096 per shares, On April |}, 2012, the law office of Mark E. Pena issued an opinion with regard to the convertibility of the debt into free trading shares of the Corporation. A copy of tbe opinion is atached hereto, NOW, THEREFORE, BEIT: RESOLVED, that pussuant to the attached Conversion Notice, the Comoration is hereby authorized to issue 312,500 free trading shares to Sam Jacabs, FURTHER RESOLYED, thatthe proper officers ofthe Corporation be, and each of them hereby is, authorized and empowered, in the name of and on behalf of the Corporation, to execute all such futher documents, certificates or instruments, and to take all suck further action, as any such officer may deem necessary, proper, convenient or desirable in order to carry out each of the foregoing resolutions and in order fo carry out each tf the intents thereof, and that all sueh actions taken by the officers of the Corporation to date, in connection with the foregoing resolutions, are hereby in all respects confirmed, ratified and approved. This Written Consent shall be added to the corporate records of this Corporation and made a part thereof, and the resolutions set forth above shall hhave the same force an effect as if adopted at a meeting duly noticed and held by the Board of Directors of this Corporation. This Written Consent may be executed in counterparts and with facsimile signatures with the effect as it all panies hereto had executed the same resolution. All counterparts shall be construed together and shall constitute single Written Consent, Telecopied or email (via PDF) signatures shall be deemed to have the samme effect as an original IN WITNESS WHEREOF, We have hereunto set our hands as officers and ditector of the Corporation, Dated: August 14,2012 ALONZO PIERCE PresidetChief Executive Officer and Member ofthe Board i Chief Operating Officer and Chairman of the BowlEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Lieu of Meeting We, the undersigned, being two oF more of the members of the Boart of Directors of EMPERIAL. AMERICAS, INC., a Florida corporation (the “Corporation”), in accordance with the Florida Business Code, hereby ‘adopt the Following resolutions with the same foree and effect as if presented to and adopted at a mecting of the Board, duly called and held: WHEREAS, Emperial Americas, Ine. on September 6, 2011 entered into a Debt Agrvement by and between Victory Partners, LLC and sueh agreement was assumed by the Corporation on March 9, 2012. Pursuant tothe agreement such debt is convertible into free trading shares of the Corporation at a fixed sale price of $90.16 with a 40% discount for an issuance of $0,096 per shares. On April 11, 2012, the law office of Mark E, Pena issued an opinion with regard to the convertibility of the debt into free trading shares of the Corporation, A copy of the opinion is atached hereto, NOW, THEREFORE, BEIT: RESOLVED, that pursuavt to the attached Conversion Notice, the Comoration is hereby authorized to issue 670,000 free trading shares of the Victory Partners, LLC, FURTHER RESOLVED, that the proper officers ofthe Corporation be, end each of them hereby. is, authorized and erapowered, in the name of and on behalf of the Corporation, to execute all such further documents, certificates of instruments, and to take all such further action, as any such officer may deer necessary, proper, convenient or desirable in order to carry out each of the foregoing resolutions and in order to carry out each of the intents thereof, and that all such actions taken by the officers of the Comporation to date, in connection with the foregoing resolutions, are hereby in all respects confirmed, ratified and approved, ‘This Written Consent shall be added 10 the corporate records of this Corporation and macle a past thereof, and the resolutions set forth above shall have the same force and effect as iPadopted at a meeting duly noticed and held by the Board of Directors of this Cotporation. This Written Consent may be executed in counterparts and with facsimile signatures with the effoet as ifall parties hereto hac executed the same resolution. All counterparts shall be construed together and shill constitute a single Written Consent, Telecopied or email (via PDF) signatures shall be deemed to have the same offect as an original IN WITNESS WHEREOF, We have hercunto set our hands as officers and ditector of the Coxporation Dated: May 23, 2012 ALONZO PIERCE ie President/Chief Executive Officer and Member of the Board uu Wu RUCE KLEIN chief Operating Officer andl Chairman ofthe BoardEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Licu of Meeting We, the undersigned, being two or more of the members of the Board of Directors of EMPERIAL AMERICAS, INC, a Florida corporation (the “Corporation”) in accordance withthe Florida Business Code, hereby adopt the Following resolutions with the same foree and effect as iFpresented ta and adapted a! a meeting of the Board, duly called and hel: WHEREAS, Emperial Americas, Inc. on September 6, 2011 entered into a Debt Agreement by ‘and between Victory Pariners, LLC and such agreement was assumed by the Corporation on March 9, 2012. Parsuant to the agreement such debt is convertible into free trading shares ofthe Corporation ata fixed se price of 80,16 with a 40% discount for an issuance of $0.096 per shares. On April 11, 2012, the Inw office of Mark E. Pena issued an opinion with regard to the convertibility of the debt into free trading shares of the Corporation. A copy of the opinion is attached. A copy of the opinion is attached hereto, NOW, THEREFORE, BE IT: RESOLVED, that pursuant to the attached Conversion Notice, the Comporation is hereby authorized to issue 670,000 free trading shares ofthe Vigilant Investor Group. FURTHER RESOLYED, that the proper officers of the Corporation be, and each of them hereby is, authorized and empowered, in the name of and on behalf ofthe Corporation, to execute al such further documents, certificates or instruments, and to take all such fusther action, as amy such officer may deem necessary, proper, convenient or desirable in order to carry out each of the foregoing resolutions and in order to carey aut eae ‘of the intents thereof, and that all such actions taken by the officers of Use Corporation to date, in connection with the foregoing resolutions, are hereby in all respects confirmed, ratified and approved. This Written Consent shall be auled 10 the corporate recon of this Corporation and made a part thereof, andl the resolutions set forth above shall have the same force and effeet as if adopted at @ meeting duly noticed and held by the Board of Directors ofthis Corpotation. This Written Consent may be executed in counterparts and with facsimile signntures withthe effeet as ifall parties hereto ad executed the seme resolution. All counterparts shall be construed together and shall constitute a single Written Consent, Telecopied or email (via PDF) signatures shall be deemed to have the same effect as an original IN WITNESS WHEREOF, We have hereunto set our hands as officers and director af the Corporation, Dated: May 10, 2012 ALONZO PIERCE President/Chief Executive Officer and Member of the BoardEMPERIAL AMERICAS, INC. (A Plorida corporation) Written Consent of Directors Action In Lien of Meeting We, the undersigned, being two or more of the members of the Board of Directors of EMPERIAL AMERICAS, INC., 2 Flovida corporation (the “Corporation”), in accordance with the Florida Business Cade, hereby adopt the Following resolutions with the same force and effect ns if presented to and adopted at 2 meeting of the Boatd, daly called and beld: WHEREAS, Fmperial Amerieas, Ine. on September 6, 2011 entered into a Debt Agreewent by ‘and between Vietory Partners, LLC and such agreement was assumed by the Corporation on March 9, 2012. Pursuant to the agreement such debt is convertisle into free trading shares of the Corporation. On April I, 2012, the law office of Mark E, Pena issued an opinion with regard to the convertibility of the debt into free trading shares ‘ofthe Corporation. copy ofthe opinion is attached hereto, NOW, THEREFORE, BE IT: RESOLVED, that pursuant to the attached Conversion Notice, the Corporation is hereby authorized to issue 468,752 free trading shares of the | Walk With You, LLC. FURTHER RESOLVED, thatthe proper officers of the Corporation be, and each of them hereby is, authorized and empowered, in the name of and on behalf of the Comparation, to exceute all such further docutnents, certificates oF instrument, and to take all such further action, 2s any such officer may deci necessary, proper, convenient or desirable in orter to carry out each of the foregoing resolutions and in order to earsy out each lof the intents thereof, and that all such actions taken by the officers of the Corporation to date, in connection with the foregoing resolutions, ae hereby in all respects confirmed, ratified and approved. This Written Consent shall be added 10 the corporate records ofthis Corporation and made a part thereof, and the resolutions set forth above shall have the same force and effect as if adopted at a meeting duly noticed and held by the Boar of Directors ofthis Corporation. This Written Consent may be executed in counterparts and with faesimile signatures withthe effect as ifall parties hereto had executed the same resolution. All counterparts shall be construed together and shall constitute a single Written Conseat. Telecopied or email (via PDF) signatures shall be deemed to have the same ‘offeet as an original IN WITNESS WHEREOF, We have hereunto set our hands as officers and divector of the Corporation, Dated: March 15, 2012 ‘ALONZO PIERC! President/Chief Executive Officer and Member ofthe Board pars KGa UCE KLE! Chief Operating Officer and Chairman of the BoardEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Lieu of Meeting We, the undersigned, being two or more of the members ofthe Boord of Directors of EMPERIAL AMERICAS, INC.,a Florida eomporation (the “Corporation”, in accordance with the Flaridn Business Code, hereby adopt the Following resolutions with the same force and effect as if presented to andi adopted at a meeting of the Boa, duly called and hele WHEREAS, Emperial Americas, Inc. on September 6, 2011 entered into a Debt Agreement by and between Victory Partners, LLC and suet agreement was assumed by the Corporation on March 9, 2012. Pursuant tothe agreement such debt is convertible ino free truding shares of the Corporation at a fixed sale price of $0.16 with a 40% discount for an issuance of $0.096 per shases. On April 11, 2012, the law office of Mark E. Pena issued an opinion with regard to the convertibility ofthe debt into free trading shares of the Corporation. A copy of the opinion is attaches hereto, NOW, THEREFORE, BEIT; RESOLVED, that pursuant to the attached Conversion Notice, the Corporation is. hereby authorized to issue 178,925 free teading shares to Craig Huffinan, FURTHER RESOLVED, thatthe proper officers of the Corporation be, and each of them hereby is, authorized and empowered, in the name of and on behalf of the Comporation, to execute all such further documents, certificates or instruments, and to take al such further action, es any such officer may dcem necessary, ‘proper, convenient or desirable in order to catty out each of the foregoing resolutions and in order to carry out each (ofthe intents thereof, and that all such actions taken by the officers ofthe Corporation to date, in connection with the foregoing resolutions, are hereby in all respects confirmed, ratified and approved. ‘This Written Consent shall be added to the corporate recors of this Corporation and mace @ part thereof, ad the resolutions set forth above shall have the same foree and effect as if adopted at a meeting duly noticed and held by the Board of Directors ofthis Comporation. This Written Consent may be executed in couriexpacts and with faesimsle signatures with the effect as ‘fall patties hereto had executed the same resolution, All counterparts shall be construed together and shall constitute a single Written Consent. Telecopied or email (via PDE) signatures shell be deemed to have the same offect a an original IN WITNESS WHEREOF, We have hereunto set our hands as officers and director of the Corporation Dated: May 23, 2012 ‘ALONZO PIERC Presiden/Chief Executive Officer andl Member of the Bowrd - Chief Operating Officer and Chairman of the BoardEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Lieu of Meeting We, the undersigned, being two or more of the members ofthe Boar of Directors of EMPERIAL AMERICAS, INC. a Florida corporation (the “Corporation”, in accordance with the Florida Business Code, hereby adopt the following resolutions with the same force and effect as if presented to and adopted at a meeting of the Board, duly ealled and held: WHEREAS, on July 1, 2010, Emperial Americas, tne. conducted a private placement ‘memorandum offering, Such agreement called for the merger of Emperial Americas, Ine. into a public company at ‘which time, investor shares would be converted into shares of the target public company. AS result Emperial ‘Arnerias acquired the majority of AAAA on March 9, 2012, and subsequently changed its name to Emperial ‘Arsericas, Inc... Therefore, shares purchased by investors in the private placement are now to be converted into ‘hares in the Corporation. NOW, THEREFORE, BE IT: RESOLVED, that the Corporation is hereby authorized to issue 80,000 restricted eornmon shares ‘of the Corporetion to Nitin Patel RESOLVED, thatthe proper officers ofthe Corporation shall issue stock certificates forthe same bearing a legend tothe effect thatthe shares shall not be transferrec! unless there isan effective registration statement or other qualification relating to such securities under the Securities Act of 1933 and any applicable state securities Jaws or unless the Corporation receives an opinion of counsel satisfactory to the Corporation that such registration or other qualification isnot required in connection with such transfer, and FURTHER RESOLVED, that the proper officers of the Corporation be, and each of them hereby {s, authorized and empowered, in the name of anc on behalf of the Comporation, to execute all suc further documents, certificates or instruments, and to take all such further action, as any such officer may deem necessary, proper, convenient or desirable in order to carry out each ofthe foregoing resolutions and in order to earty out enc of the intents thereof, ancl that all such actions taken by the officers of the Corporation to dt, in connection with the foregoing resolutions, are hereby in all respects confiemes, ratified and approved. ‘this Written Consent shall be ‘added to the corporate recorts ofthis Corporation and macle a part thereof, ang the resolutions set forth above shall hhave the same force and effect as if adapted at 2 meeting duly noticed and held by the Board of Directors of this Corporation. This Written Consent may be executed in counterparts and with facsimile signatures with the effect as if all parties hereto had executed she same resolution, All counterparts shatl be construed together aud shall censtitute a single Written Consent, Telecopied or email (via PDF) signatures shall be deemed ¢o have the same effect as an original IN WITNESS WHEREOF, We have hereunto set our hands as officers and director ofthe Corporation Dated: April 30, 2012 ‘ALONZO PIERCE Prresideni/Chief Executive Officer and! Member of the Board RUCE Chief Operating Officer and Chaivman of the BoardEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Lieu of Meeting We, the undersigned, being 1wo oF more of the members of the Board of Directors of EMPERIAL AMERICAS, INC, a Florida corporation (the "Corporation”), in accordance with the Florida Business Code, heteby ‘adopt the following resofotions with the same force and effect as if presented to and adopted ai x meeting of the Board, duly called and hel WHEREAS, on July 1, 2010, Emperial Americas, Ine. conducted a private placement ‘memorandum offering, Such agreement called for the merger of Emperial Amerieas, Inc. into a public company at which time, investor shares would be converted into shares of the target public company. As result Emperial Amerias acquired the majority of AAAA on March 9, 2012, and subsequently changed its name to Emperial ‘Annetieas, Ine... Therefore, shares purchased by investors in the private placement are now 10 be converted into shares in the Corporation, NOW, THEREFORE, BE IT: RESOLVED, that the Corporation is hereby authorized to issue 3,333 restricted common shares ‘ofthe Corporation to Nicole Kien, RESOLVED, that the proper officers ofthe Corporation shall issue stock certificates for the same beaving a legend to the effect thatthe shares shall not be transferred unless there is an effective registration statement ‘or other qualification relating to such securities under the Securities Act of 1933 and any applicable state securities laws oF unless the Corporation receives an opinion of counsel satisfactory to the Corporation that such registration or ‘other qualification is not required in connection with such transfer; and FURTHER RESOLVED, thatthe proper officers ofthe Comoration be, and each of them hereby is, nuthorized and empowered, in the name of and on behalf of the Corporation, to execute all suck further documents, centificates or instruments, and to take all sueh further action, a any such officer may deem necessary, ‘proper, convenient or desirable in order to carry out each of the foregoing resolutions and in order to carry out each ‘of the intents thereof, and that all such actions taken by the officers of the Corporation to dt, in connection with the foregoing resolutions, are hereby in all respects confirmed, ratified and approved. ‘This Written Consent shall be ‘added to the comporate recor of this Corporation smd made a part thereof, and the resolutions set forth above shall hhave the same force and effect as if adopted at a meeting duly noticed and held by the Boatd of Directors of this Corporation. ‘This Written Consent may’ be executed in counterparts and with faesimile signatures withthe effect as if all parties hereto had executed the same resolution. All counterparts shall be construed together and shall constitute a single Written Consent, Telecopied or email (via PDF) signatures shall be deemed to have the same effect as an original IN WITNESS WHEREOF, We have hereunto set our hands as officers and director ofthe Corporation. Datel: April 30, 2012 ALONZO PIERCE Prrosidont/Chief Executive Officer andl Member of the Board bun kis UCE KLEIN Chief Operating Officer and Chaitman oF the BoardEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Lien of Meeting We, the undersigned, being two or mare of the members of the Board of Directors of EMPERIAL AMERICAS, INC. Florida corporation (the “ Corporation”), in accordance with the Florida Business Code, hereby ‘adopt the Following resolutions withthe same force and effect ns if presented to and adopted at 2 meeting of the Board, duly called andl held: WHEREAS, on July 1, 2010, Emperial Americas, Ine. conducted a private placement memorandum offering. Such agecement called for the merger of Emperial Americas, Inc. into a public company at which time, investor shares would be converted into shares of the target public company. As result Emperial Ametias acquired the majority of AAAA on March 9, 2012, and subsequently changed! its name fo Kanperial Americas, Ine... Therefore, shares purchased by’ investors in the private placement are now to be converted into shares in the Corporation, Now, EREFORE, BE IT: RESOLVED, that the Corporation is hereby authorized to issue 2,667 restricted common shares ‘of the Corporation to National Flooring Sales Consultants, Ine. RESOLVED, that the proper officers of the Corporation shal issue stock certificates forthe same bearing a legend to the effect thatthe shares shall not be transferred unless there isan effective registration statement ‘ other qualification relating to such securities uncer the Securities Act of 1933 and any applicable state securities laws or unless the Corporation receives an opinion of counsel satisfactory to the Corporation that such registeation or ‘other qualification is not required in connection with such transfer and FURTHER RESOLVED, that the proper officers ofthe Corporation be, and each of them hereby is, authorized and empowered, in the name of and on behalf of the Corporation, to execute all such further clocuments, cetificates or instruments, od to take all such farther action, as any such officer may deem necessary, proper, convenient or desirable in orer to camry out exch of the foregoing resolutions and in order to carry out each (of the intents thereof, ancl that all such actions taken by the officers ofthe Corporation to date, in connection with the foregoing resolutions, are hereby in all respects confirmed, ratified and approved. ‘This Written Consent shal be added to the corporate recors of this Corporation and made a part thereof, and the resolutions set forth above shall hhave the samo foree and effect as if adopted at a meeting duly noticed and held by the Board of Directors ofthis Comporation. This Written Consent may be execuied in counterparts and with facsimile signatures with the effect as iall parties hereto had executed the same resolution, Al counterparts shall be consirued together and shall constitute a single Written Consent. Telecopied or email (via PDF) signatores shall be deemed to have the same offect as an original IN WITNESS WHEREOR, We have herounto set our hands as officers and director of the Corporation Dated: April 30, 2012 ALONZO PIERCE Prrosideni/Chief Executive Officer and Member ofthe Board ‘Chief Operating Officer and Chairman of the BoardEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Liew of Meeting We, the undersigned, being two or more of the members of the Board of Directors of EMPERIAL AMERICAS, INC., a Florida corporation (the “Corporation”, in aecordance withthe Florida Business Code, hereby adopt the Following resolutions with the same force and effect as if presented to and adapted at a meeting of the Board, cluly called and held: WHEREAS, on July 1, 2010, Emperial Americas, Inc. conducted a private placement ‘memorandum offering. Such agreement called for the merger of Emperial Americas, Inc. into a public compasy at which time, investor shares wou'd be converted into shares of the target public company. AS result Emperial Amerias acquired the majority of AAAA on March 9, 2012, and subsequently changed its name to Enuperial ‘Americas, Ine... Therefore, shares purchased by investors in the private placement are now to be converted into shaves in the Corporation NOW, THEREFORE, BE IT: RESOLVED, that the Corporation is hereby authorized to issue 6,666 restricted cornmon shares of the Corporation to Natasha Jamon, RESOLVED, that the proper officers ofthe Corporation shall issue stock certificates forthe samme beating a legend to the effect thatthe shares shall not be transferred unless thero isan effective registration statement of other qualification relating to such securities under the Securities Act of 1933 and any applicable stnte securities laws or unfess the Corporation receives an opinion of counsel satisfactory to the Corporation that such registration or ‘other qualification isnot required in comection with such transfer; and FURTHER RESOLVED, that the proper officers ofthe Corporation be, and each of them hereby is, nuthorized and empowered, in the name of and on behalf of the Corporation, to execute all such further ‘documents certificates or instruments, and to tke all such further action, as any such officer may deem necessary, proper, cosvenient or desirable in order to carry out exch ofthe foregoing resolutions and in order to carry out eae ‘ofthe intents thereof, an! that all such actions taken by the officers of the Corporation to date, in connection with ‘the foregoing resolutions, are hereby in all respects confirmed, ratified and approved. This Written Consent shall be added to the corparate rears ofthis Corporation and made a part thereof, and the resolutions set forth above shall have the same forve and effect as if adopted at a meeting duly noticed and held by the Board of Directors of this Corporation. This Written Consent may be executed in counterparts and with facsimile signatures withthe effect as iTall parties hereto had executed the same resolution. All counterparts shall be construed togetier an shall constitute a single Written Consent, Telecopied or email (vin PDF) signatuves shall be deemed to have the same effet as an original IN WITNESS WHERE We have hereunto set our hands as officers and director ofthe Corporation Dated: April 30, 2012 ‘ALONZO PIERCE Prresident/Chief Executive Officer and Member of the Board BRUCE KLEIN | Qe. Chief Operating Officer and Chairman of the BoardEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Liew of Meeting We, the undersigned, being two or more of the members ofthe Board of Directors of IMPERIAL AMERICAS, INC., « Florida corporation (the “Comporation”), in accordance with the Florida Business Cade, hereby adopt the following resolutions with the same force and effect as if presented to and adopted at a meeting of the Bond, duly called and held WHEREAS, 00 July 1, 2010, Enperiai Americas, Inc. conducted a private placeiment ‘memorandum offering, Such agreement catied for the merger of Emperial Americas, Inc. into a public company at which time, investor shares would be converted into shares of the target public company. As result Emperial Amerias acquired the majority of AAA on Marci 9, 2012, and subsequently changed its name to Ermperial Americas, Ine... Therefore, shares purchased by investors in the private placement are now to be converted into sates in the Corporation, NOW, THEREFORE, BE IT: RESOLVED, that the Corporation is hereby anthorized to issue 20,000 restricted common shares of the Corporation to Michael Weil RESOLVED, that the proper officers of the Corporation shal issue stock certificates forthe samme bearing a legend to the effect thatthe shares shall not be wansferred unless there isan effective registration statement or other qualification relating to such securities under the Securities Act of 1933 and any applicable state securities las or unless the Corporation receives an opinion of counsel satisfactory to the Corporation that such registration or other qualification is not required in connection with such transfer; and FURTHER RESOLVED, that the proper officers of the Corporation be, and each of them hereby is, authorized and empowered, in te name of anc on behalf of the Corporation, to execute all such further documents, certificates or instruments, and to take all such further action, as any such officer may deein necessary, proper, convenient or desirable in order to earry out each of the foregoing resolutions and in arder to carry ont each of the intents thereof, and that all such actions taken by the officers ofthe Corporation to date, in connection with the foregoing resolutions, are hereby in all respects coofirmed, ratified and approved. This Written Consent shall be added to the corporate records of th’s Corporation and made a part thereof, and the resolutions set forth above shall have the same force anc! effect as i adopted at @ meeting duly noticed and held by the Board of Ditectots of this Corporation, This Written Consent may be executed in counterparis and with facsimile signatures with the eet as ifall parties hereto had executed the same resolution, All counterparts shall be construed together and shall constitute a single Written Consent, Telecopied or email (vin PDF) signatures shall be deemed to have the same effect as an origina IN WITNESS WHEREOF, We have hereunto set our hands as offieers and director ofthe Comporation Dated: April 30, 2012 ALONZO PIER Priesident/Chief Executive Officer and Member of the Board BRUCE KLEIN Chief Operating Officer and Chairman oF the BoordEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Lieu of Meeting We, the undersigned, being to or more of the members of the Board of Directors of EMPERIAL. AMERICAS, INC., Florida corporation (the “Corporation”), in accordance with the Florida Business Code, hereby ‘adopt the Following resolutions with the same force and effect as iF presented to and adopted at a meeting of the Board, duly calied and hel WHEREAS, on July 1, 2010, Emperial Americas, Ine, conducted a private placement memorandum offering. Such ageeement called for the menger of Emperial Americas, Ine. into a public company at Which tine, investor shares would be converted into shares of the target public company. As result Eimperial Ametias acquired the majority of AAAA on March 9, 2012, and subsequently changed its ame to Lmperial ‘Americas, Ine... Therefore, shares purchased by investors in the private placement are now ta be converted into shaves in the Corporation, Now, 1 EREFORE, BEIT: RESOLVED, that tho Comporation is hereby authorized to issue 6,666 restricted eommon shares ‘ofthe Corporation to Martin Sprinzen, RESOLVED, that the proper officers of the Corporation shall issue stock certificates forthe same beating a legend to the effect thatthe shaves shall not be transferred unless there is an effective registration statement ‘of other qualification relating to such securities under the Securities Act of 1933 and any appticable state securities Jaws or unless the Corporation receives an opinion of counsel satisCactory tothe Corporation that such registration or ‘other qualification is not required in conection with such transfer; and FURTHER RESOLVED, thatthe proper officers ofthe Corporation be, and each of thein hereby is, authorized and empowered, in the name of and on behalf of the Corporation, to execute all such fuer documents, certificates or instruments, and to take all sueh farther action, as any such officer may deem necessary, proper, convenient or cesirable in order to carry aut each ofthe foregoing resolutions and in order to carry out exch ‘of the intonts thereof, and that all such actions taken by the officers ofthe Corporation to date, in connection with the foregoing resolutions, are hereby in all respects confirmed, ratified and approved. This Written Consent shall be added to the corporate reconds of this Corporation and made a part thereof, and the resolutions set forth above shall have the same force anid effect as if adopted at a meeting duly noticed and held by the Board of Directors of this Corporation. This Written Consent may be executed in counterparts and with facsimile signatures with the effect as if all parties hereto had executed the same resolution. All counterparts shall be construed together andl shall constitute a single Written Consent. Telecopied or email (vis PDF) signatures shall be deemed to have the same effect as an original IN WITNESS WH REOF, We have hereunto set our hands as officers and dltector of the Corporation, Dated April 30, 2012 ‘ALONZO PIERCE President/Chiet Exccutive Officer and Member of the BoardEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Lieu of Meeting We, the undersigned, being two or more of the members of the Board of Directors of EMPERIAL AMERICAS, INC. Florida corporation {the Corporation”), in aecordance with the Florida Business Code, hereby ‘adopt the following resolutions with the same foree and effect es iFpresonted to and adopted at a meeting ofthe Board, duly called and held WHEREAS, the Corporation, pursuant to an agreement with the directors of the Corporation, fagrecd to issue certin shares of restricted common stock to the directors of the Company in consideration af serving in such capacity. RESOLVED, that the Corporation is hereby autborized to issue $0,000 restricted common shares ‘ofthe Comporation to divector Christopher Lombardi RESOLVED, that the proper officers of the Corporation shall issue stock certificates forthe same ‘bearing a fegend tothe effect that the shares shall not be transferred unless there isan effective registration statoment ‘or other qualification rlating to such securities under the Securities Act of 1933 and any applicable state securities laws or unless the Corporation receives an opinion of counsel satisfactory to the Corporation that such registration or other qualification is not required in connection with such transfer, and FURTHER RESOLVED, that the proper officess ofthe Corporation be, and each of therm hereby is, authorized and empowered, in the name of and on behalf of the Corporation, fo execute all such fusther documents, centifcates or instruments, and to take all such further action, as any sueh officer may deem necessary, proper, convenient or desirable in order to catry out each ofthe foregoing resolutions and in order to earry out each ‘of the intents thereof, and that all such actions taken by the officers of the Corporation fo date, in connection with the foregoing resolutions, ave hereby in all respects confirmed, ratified and approved. This Written Consent shall be ‘added to the comorate records of this Corporation and made a part thereof, and the resolutions set forth above shall have the same force and effect as if adopted at a meeting duly noticed and held by the Board of Directors ofthis Comporation. This Written Consent may be executed in counterparts and with facsimile sigoatures with the effect as ifall parties hereto had executed the same resolution. All counterparts shall be construed together and shall constitute a single Written Consent. Telecopied or email (via PDF) signatures shall be deemed to have the same effect as an original IN WITNESS WHEREOF, We have hereunto set our hands as officers and direstor of the Corporation, Dated: May 30, 2012 ALONZO PIERC President/Chief Executive Officer and Member ofthe Board [uses BRUCE KLEIN Chief Operating Officer and Chairman of the BoardEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Lieu of Meeting We, the undersigned, being two or more of the members of the Board of Directors of EMPERIAL AMERICAS, INC. a Florida corporation (the “Corporation”), in aecordance with the Florida Business Code, hereby ‘adapt the Following yesolutions with the same force and effect as if presented to and adopted at a mecting of the Bosra, duly called and hel WHEREAS, on July 1, 2010, Emperial Americas, Ine. conducted a private placement ‘memorandum offering, Such agroement called for the merger of Emperial Americas, Ine. into a public company at which time, investor shares would be converted into shares of the target public company. As result Emperial ‘Aanerins acquired the majority of AAA on March 9, 2012, and subsequently changed its name to Emperial ‘Americas, Ine... Therefore, shares purchased by investors in the private placement are now to be converted into shares in the Corporation, NOW, THEREFORE, BE IT RESOLVED, that the Corporation is hereby authorized to issue 3,667 resiticted common shares of the Corporation to Yevgeniya Kupperman. RESOLVED, that the proper officers of the Corporation shall issue stock certificates for the same bearing a legend to the effect thatthe shares shall not be transferred unless there is an effective registration statement tr other qualification relating to sueh securities under the Securities Act of 1933 and any applicable state securities laws or unless the Corporation receives an opinion of counsel satisfactory fo the Corporation that such registration ot other qualification is not required in connection with such transfer; and FURTHER RESOLVED, thatthe proper officers ofthe Corporation be, andl eaeh of them hereby , authorized and empowered, in the name of and on behalf of the Corporation, to execute all such further documents, ceitificates or instruments, and to take all such further action, as any such officer may deem necessary, proper, convenient or desirable in orer to carry out each of the foregoing resolutions and in order to carty out each of the intents thereof, and that all such actions taken by the officers of the Corporation to date, in connection with, the foregoing resolutions, are hereby in all respects confirmed, ratified and approved. This Written Consent shall be aed to the corporate recons of this Corporation ancl made a part thereof, and the resolutions set forth above shall have the same foree and effect as if adopted at a weeting duly noticed and held by the Board of Dinectors of this Comporation, This Witten Consent may be executed in counterparts and with facsimile signatures with the effect as i all parties hereto lad executed the same resolution, All counterparts shall be construed together and shall ‘constitute a single Written Consent, Telecopied or email (via PDF) signatutes shall be deemed to have the same ‘affect as an original IN WITNESS WHEREOF, We have hereunto set our hands as officers and director of the Corporation Dated: April 30, 2012 ‘ALONZO PIERCE Priesident/Chief Executive Officer andi Member of the Board BROCE Chief Operating Officer and Chaitman of the BoardEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Lieu of Meeting Wo, the undersigned, being tivo or more ofthe members ofthe Board of Directors of EMPERIAL AMERICAS, INC,,a Florida corporation (the “Corporation”, in aceordance with the Florida Business Code, hereby ‘adopt the following resolutions with the same force and effect as if presented to and adopted at a meeting of the Board, duly called and hel WHEREAS, on July 1, 2010, Emperial Americas, Inc. conducted a private placement memorandum offering. Such agreement calles! for the merger of Emperial Americas, Inc. into a public company at ‘which time, investor shares would be converted into shares of tbe target public company. As result Emperial ‘Amerias acquired the majority of AAAA. on March 9, 2012, and subsequently changed its name to ‘Americas, Ine... Therefore, shares purchased by investors in the private placement are now to be co shaves in the Corporation, NOW, THEREFORE, BE IT: RESOLVED, that the Corporation is hereby authorized to issuc 3,667 restricted common shares ‘ofthe Corporation to Kalavati Pate RESOLVED, that the proper officers of the Corporation shalt issue stock certificates forthe same bearing a legend tothe effect that the shares shall not be transferred unless there isan effective registration statement cor other qualification relating to such securities under the Securities Act of 1933 and any applicable state securities laws or unless the Corporation receives an opinion of counsel satisfactory to the Corporation that such registration oF other qualification is not required in connection with such transfer; and FURTHER RESOLVED, that the proper officers of the Corporation be, and each of them hereby is, authorized and empowered, in the name of and on behalf of the Corporatfon, to execute all such further document, cerifieates or instruments, and to take all such farther action, as any such officer may deem necessary, proper, convenient or desirable in order to carry out each of the foregoing resolutions and in order to earry out each ‘ofthe intents thereof, and tha all such aetions taken by the officers of the Corporation to date, in connection with the foregoing resolutions, are hereay in all respects confirmed, ratified and approved. ‘This Written Consent shall be ‘added 10 the corporate records of this Corporation and made a part thereof, and the resolutions set forth above shall have the same force ancl effect as if adopted at a meeting duly noticed and held by the Boar of Directors of this Comporation. This Written Coasent may be executed in counterparts and with facsimile signatures withthe effect as if all patios hereto bad executed the same resolution, All counterparts shall be construed together and shall ‘constitute a single Written Consent. Telecapied or email (via PDF) signatures shall be deemed to have the same cffect as an original IN WITNESS WHEREOR, We have hereunto set our hands as officers and ditector of the Corporation, ued: April 30, 2012 ALONZO PIERCE Prresident/Chief Executive Officer and Member of the Boer BRUCE KLEIN Chief Operating Officer and Chairman of the BoardEMPERIAL AMERICAS, INC, (A Florida corporation) Written Consent of Directors Action In Liew of Meeting Wo, the undersigned, being two or more of the members of the Board of Directors of EMPERLAL AMERICAS, INC., a Florida corporation the Corporation”), in accordance with the Florida Business Code, hereby audopt the following resolutions with the same force and effect as if presented to and aclopted at a meeting of the Board, duly called and held WHEREAS, on July 1, 2010, Empevial Ameviees, Ine, conducted a private placement ‘memorandum offering, Such agreement called for the merger of Emperial Americas, Inc. into a public company at Which time, investor shares would be converted into shates of the target publie company. As result Emperial Ametias acquired the majority of AAAA on Mareh 9, 2012, and subsequently changed its name to Emperial Americas, Ine... Therefore, shares purchased by investors in the private placement are now to be converted into shares in the Corporatio. NOW, THEREFORE, BE IT: RESOLVED, that the Corporation is hereby authorized to issue 10,000 restricted common shares ‘ofthe Corporation to John Weber. RESOLVED, thatthe proper officers ofthe Corporation shall issue stock certificates for the same baring a legend to the effect that the shares sball not be transferred unless there isan effective registration statement or other qualification relating to such securities under the Securities Act of 1933 and any applicable state securities lays or unless the Corporation receives an opinion of counsel satisfactory to the Corporation that such registation or other qualification is not requited in connection with sveh transfer, and FURTHER RESOLVED, thatthe proper officers ofthe Cosporation be, and each of them hereby is, authorized and empowered, in the name of and an behalf of the Corporation, to execute all such further docutments, cenificates or instruments, and to tke all such further action, as any such officer may deem necessary, ‘proper, convenient or desirable in orcer to carry out exch of the foregoing resolutions and in order to carry out each ofthe intents thereof, anc! that all such actions taken by the officers of the Corporation to date, in connection with the foregoing resolutions, are hereby in all respects confirmed, ratified ond approved. This Written Consent shall be added to the corporate recons ofthis Corporation and made a part thereof, and the resolutions set forth above shall have the sarme force and effect as if adapted at a meeting duly noticed and held by the Board of Directors of th Comporation. This Written Consent may be executed in counterparts and with facsimile signatures withthe effect as ial pasties ineceto hal executed the same resolution. All counterparts shall be construed together and shall constitute a single Written Consent, Telecopied or email (via PDF) signatures shall be deemed to have the same effect as an original IN WITNESS WHEREOR, We have hereunto set our hands as officers and director ofthe Corporation, Dated: April 30, 2012 ‘ALONZO PIERCE Prresident/Chief Executive Ofticer ancl Member of the Board Chief Operating Officer and Chairman of the BosraEMPERIAL AMERICAS, INC. (A Florida corporation) ‘Written Consent of Direetors Action In Lieu of Meeting We, the undersigned, being two or more of the members ofthe Board of Directors of EMPERIAL AMERICAS, INC., a Florida corporation (the “Corporation”) in accordance with he Florida Business Code, hereby adopt the Following resolutions with the same force and effect as ifpresented to and adopted at a meeting of the Board, duly called and hel: WHEREAS, the Corporation, pursuant to a agreement with the directors of the Comoration, agreed to issue certain shares of restricted common stock to the directors of the Company in consideration of serving in such eapacity NOW, THEREFORE, BE IT RESOLVED, that the Corporation is hereby authorized to issue 50,000 restricted common shares of the Corporation to director Joc! Contreras Contrearas RESOLVED, thatthe proper officers of the Corporation shall issue stock certifieates for the same bearing a legend tothe effect thatthe shares shall aot be transferred untess there isan effective registration statement ‘or other qualification relating to such securities under the Securities Act of 1933 and any applicable state securities laws or unless the Corporation receives an opinion of counsel satisfactory to the Corporation that such registration or ‘other qualification is not required in connection with such trans; and FURTHER RESOLVED, thatthe proper offices ofthe Corporation be, and each of them hereby is, authorized and empowered, in the name of and on bebalf of the Corporation, to execute all such further documents, cestificates or instruments, and to take all such further action, as any such efficer may deem necessary, proper, convenient or desirable in order to carry out each of the foregoing resolutions and in order to carry out each Of the intents thereof, and that all such actions taken by the officers of Use Corporation to date, in connection with the foregoing resolutions, are hereby in all respects confirmed ratified an approved. This Written Consent shall be added 10 the corporate records ofthis Comporation and made a pert thereof, ane the resolutions set forth above shall bhave the same forve and effect as if adopted at a meeting duly noticed and held by the Board of Directors of this Comporation. This Written Consent may be executed in counterparts and with faesimile signatures withthe effect ns ifall parties hereto had executed the same resolution. All counterparts shall be construed together and shall constitute a single Written Consent. Telecopied or email (via PDE) signatures shall be deemed to have the same ‘effect as an original IN WITNESS WHEREOR, We have hereunto set our hands as officers and director of the of the Corporation Dated: May 30, 2012 ALONZO PIERCE, PresidentChief Executive Officer and Member of the Board bot AA Key Chief Operating Officer and Chairman of the BeardEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Lieu of Meeting We, the undersigned, being two or more of the members of the Board of Directors of EMPERIAL AMERICAS, INC., a Flozida corporation (the “Cozporation”), in accordance with the Florida Business Code, hereby adopt the following resolutions with the same force and effect as if presented to and aalapted at a meeting of the Board, duly called and hele: WHEREAS, on July 1, 2010, Emperial Americas, Ine. conducted a private placement ‘memorandum offering, Such agreement called for the merger of Emperial Americas, Ine. into a public company at Which time, investor shares would be converted into shares of the target public company. As result Emperial Amerias acquired the majority of AAAA on March 9, 2012, and subsequently changed its name to Emperial Americas, Ine... Therefore, shares purchased by investors in the private placement are now to be converted into ‘haves in the Corporation, NOW, THEREFORE, BE IT: RESOLVED, that the Corporation is hereby authorized to issue 3,353 restricted common shares ‘of the Corporation to Jesse Howar RESOLVED, that the proper officers of the Coeporation shal issue stock certificates forthe same bearing a legend to the effect thatthe shares shall not be transferred unless there is an effective registration statement ‘or ather qualification relating o such securities under the Securities Act of 1933 and any applicable slate seeurities Jaws or unless the Corporation receives an opinion of counsel satisfactory to the Cosporation that such registration oF other qualification is not requived in connection with such tansfer; and FURTHER RESOLVED, thatthe proper officers of the Corporation be, and each of them hereby is, authorized end empowered, in the name of and on behalf of the Comporation, to execute all such further ‘documents, cettficates or instruments, and to take all such further action, as any such officer may deem nevessary, ‘proper, convenient or desirable in order to carry out each of the foregoing resolutions and in order to carry out each ‘ofthe intents thereof, and that all sueh actions taken by the officers of the Corporation to date, in connection with the foregoing resolutions, ar hereby in all respects confirmed, ratified and approved. This Written Consent shall be added t0 the corporate records of this Corporation and made a part thereof, nnd the resolutions set forth above shall hhave the same force and effect as iFadopted at a meeting duly noticed and held by the Board of Directors of this Corporation. This Written Consent my be executed in counterparts and with facsimile signatures with the effect as itall parties hereto had executed the sane resolution, All counterparts shall be construed together end shall constitute a single Written Consent. Telecopied or enval (via PDF) signatures shall be deemed to have the same effect as an original IN WITNESS WHEREOF, We have hereunto set our hands as officers and director ofthe Corporation Dated: April 30, 2012 ALONZO PIERCE 4 PrresidenvChief Fxecutive Officer andl Member of the Board Chie Operating Officer and Chairman of the BoardEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Licu of Mecting We, the undersigned, being two or more of the members of the Boat of Directors of EMPERIAL AMERICAS, INC., a Florida corporation (the "Corporation”), in accordance with the Florida Business Code, hereby adopt the following resolutions withthe same force and effect es if presented to and adopted at a meeting of the Board, duly called and hel: WHEREAS, on July 1, 2010, Emperial Americas, Ine. conducted a private placement ‘memornadum offering, Such agreement called for the mexger of Emperial Americas, Inc. into a public company at whieh time, investor shares would be converted into shares of the target public company. As result Emperial Amerias acquired the majority of AAAA on March 9, 2012, and subsequently changed its name 10 Empetial ‘Americas, Ine... Thorefore, shares purchased by investors in the private placement are now to be converted into shares in the Corporation, NOW, THEREFORE, BE IT: RESOLVED, that the Corporation is hereby authotized to issue 3,337 restricted common shares ‘ofthe Corporation to Jameson Financial Serviees, Ine. RESOLVED, that the proper officers ofthe Corporation shall issue stock certifieates forthe same bearing a legend tothe effect that the shares shall not be transferred unless there is an effective registration statement or other qualification relating to such securities under the Securities Act of 1933 and any applicable state securities laws or unless the Corporation receives an opinion of counsel satisfactory to the Corporation that such registration or other qualification isnot required in conection with such transfer; and FURTHER RESOLVED, thatthe proper officers of the Corporation be, and each of theo hereby is, authorized and empowered, in the name of and on behalf of the Corporation, to execute all such farther dlocuiments, cetiicates of instruments, and to take all such further action, as any such officer may deem necessary, proper, convenient or desirable inorder to catry out each of the foregoing resolutions an in order to carry ou each of the intents thereof, and that all such actions tain by the officers of the Corporation to date, in connection with the foregoing resolutions, are hereby in all rospects confirmed, ratified and approved. This Written Consent shall be added to the corporate recoris ofthis Corporation and made a part thereof, ané the resolutions set forth above shall hhave the same foree and effect as if adopted at a meeting duly noticed and held by the Board of Directors ofthis Comoration. This Written Consent may be executed in counterparts and with facsimile signatures with the effect as ifall panties hereto had executed the same resolution. All counterparts shall be construed together and shail cansttute a single Writien Consent, Telecopied oF email (via PDF) sigaataves shall be deemed to have the same ‘effect as an original IN WITNESS WHEREOF, We have hereunto set our hands as officers and director of the Comporation, Dated: April 30, 2012 ALONZO PIER( PrresidenChiet Executive Officer ancl Member of the Board BRUCE KLEIN tae Chief Opersting Officer and Chairman of the BosedEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Lieu of Meeting We, the AMERICAS, INC., Florida corpora adopt the following resolutions with the same force and effect as if presented to and adopted at a meet Board, duly ealied and held: lersigned, being two or more of the members of the Board of Directors of EMPERIAL {the Corporation”), in eecordance with the Florida Business Code, hereby of the WHEREAS, on July 1, 2070, Emperial Americas, Ine. conxlucted a private placement ‘memorandum offering. Such agreement called for the merger of Emperial Americas, Inc. into & publie company at which time, investor shares wonld be converted into shares of the target public company. AS result Emperial Ametias acquired the majority of AAAA on March 9, 2012, and subsequently changed its name to Emperial Americas, Ine... Therefore, shares purchased by investors in the private placement are naw to be converted into shares inthe Corporation, NOW, THEREFORE, BE IT: RESOLVED, that the Cosporation is hereby authorized to issue 3,333 restricted common shares of the Corporation to James Lee Trimble RESOLVED, thet the proper officers of the Corporation shall issue stock cetificates forthe samme beating a Fegend to the effect thatthe shares shall not be transferred unless there is an effective registration statement or other qualification relating to such securities under the Securities Act of 1933 and any applicable state securities laws of unless the Corporation receives an opinion of counsel satisfactory to the Corporation that such registration or ‘other qualification is not required in connection with such transfer and FURTHER RESOLVED, thatthe proper officers ofthe Corporation be, and each of them hereby is, authorized and empowered, in the name of and on behalf of the Comporation, to execute all such further documents, cectificates or instruments, and to take all such further action, as any such officer may deem necessary, proper, convenient or desirable in order to carry out each of the foregoing resolutions and in order to carry ent each of the intents thereof, and that all such actions taken by the officers oF the Corporation to dae, i connection with the foregoing resotutions, are hereby in all respects confirmed, ratified and approved. ‘This Written Consent shall be added to the corporate records of this Corporation and! made « part thereof, and the resolutions set forth above shall ave the same Force and effect as if adopted at a meeting duly noticed and held by the Boatd of Directors ofthis ‘orporation. This Written Consent may be exeovted in counterparts and with Faesimile signatures with the effect as i all parties hereto had executed the same resolution. All counterparts shall be construed together ard shall constitute a single Writen Consent. Telecopied or email (via PDF) signatures shall be deemed to lave the same effect as an original INwr NESS WHERE OF, We have hereunto set our bands as officers and director ofthe Corporation, Dated: April 30, 2012 ALONZO PIERCE Prresident/Chief Exeoutive Off Bu BRUCE KLEIN" Chief Operating Officer and Chairman of the Board sr and Member of the BoardEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Lieu of Meeting We, the undersigned, being two or mote of the members ofthe Board of Directors of IMPERIAL AMERICAS, INC,, a Florida corporation (the “Corporation”), in accordance with the Florida Business Code, hereby ‘adopt the following resolutions with the same force and effect as if presented to and adopted at a meeting of the Board, duly called and hele: WHEREAS, on July 1, 2010, Emperial Americas, Inc. conducted a private placement memorandum offering. Such agreement called for the merger of Emperial Amevieas, tne, into a public company at which time, investor shares would be converted inio shares of the target public company. As result Emperial Amerias acquired the majority of AAAA on March 9, 2012, and subsequently changed its name 0 Emperial ‘Amerioas, Inc... Therefore, shares purchased by investors in the private placement sre now to be converted into shares in the Corporation, NOW, THEREFORE, BEIT RESOLVED, that the Comoration is hereby authorized to issue 3,667 restricted eommon shares of the Corporation to Jack Burg, RESOLVED, that the proper officers of the Comporation shall issue stock certificates for the same bearing « legend to the effect that the shares shall not be transferred unless there isan effective registration statement ‘or other qualification relating to such securities under the Securities Act of 1933 and any applicablo state securities laws or unless the Corporation receives an opinion of counsel satisfactory to the Corporation that such registration or ‘other qualification is not required in connection with such transfer; and FURTHER RESOLVED, that the proper officers ofthe Corporation be, and each of them hereby is, authorized and empowered, in the name of and on bebal€ of the Comoration, fo execute all such further documents, certificates or instruments, ond 10 take al such further action, as any such officer may deem necessary, proper, convenient or desirable in orer to carry out each of the foregoing resolutions and in order to earry out each Of the intents thereof, and that all such actions taken by the officers ofthe Corporation to date, in connection with the foregoing resolutions, ae hereby in all respects confirmed, ratified and approved. This Written Consent shall be added 10 the corporate records of this Corporation and made a part thereof, and the resolutions set forth above shall hhave the same force andl effect as if adopted at a meeting duly noticed and held by the Board of Directors ofthis Comporation. This Written Consent may be executed in connterparts and with fuesimile signatures with the effect as ifall parties hereto had executed the same resolution. All counterparts shall be construed together and shall constitute a single Written Consent. Telecopied or email (via PDF) signatures shall be deemed to have the same effect as an original IN WITNESS WHEREOR, We have hereunto set our hands as officers and director of the Corporation. Dated: April 30, 2012 ‘ALONZO PIERCE Prrosiden/Chief Executive Officer and Member ofthe Board Chief Operating Officer and Chairman of the BoardEMPERIAL AMERICAS, INC, (A Florida corporation) Written Consent of Directors Action In Lieu of Meeting We, the undersigned, being two or more of the members of the Hoard of Dizectors of EMPERIAL AMERICAS, INC., Florida corporation (Ihe Corporation"), in accordance with the Florida Business Code, hereby adopt the Following resolutions with the same force and effect as if presented to and adopted at a meeting of the Board, duly called and hele: WHEREAS, on July 1, 2010, Emperial Americas, Ine. conducted a private placement ‘memorandum offering, Such agreement called for the merger of Emperial Americas, Inc. into a public company at which time, investor shares would be converted into shares of the taiget public company. As result Emperial Aunetias acquired the majority of AAA on March 9, 2012, and subsequently changed its name to Emperial ‘Americas, Inc.. Therefore, shares purehased by investors in the private placement are now to be converted into shaves in the Corporation, NOW, THEREFORE, BE IT: RESOLVED, that the Cosporation is hereby authorized to issue 4,000 restricted common shares of the Corporatian to Hiren Parekh, RESOLVED, thot the proper officers ofthe Corporation shall issue stock certificates forthe same bearing a legend to the effect thatthe shares shall not be transferred unless there isan effective registration statement or other qualification relating to such securities under the Securities Act of 1933 and any applicable state securities laws or unless the Corporation receives an opinion of counsel satisfactory to the Corporation that such registration or ‘other qualification is not requited in connection with such transfer, and FURTHER RESOLVED, thatthe proper officers ofthe Corporation be, and exch of them hersby is, authorized and empowered, in the name of and on behalf of the Corporation, to execute all such further documents, cetificates or instruments, and to take all such further action, as any such officer may deem necessary, proper, convenient or desirable in order to carry out each of the foregoing resolutions and in order to carry out each, ‘of the intents thereof, and that all such actions taken by the officers of the Corporation to date, in connection with the foregoing resolutions, are hereby in all respects confirmed, ratified and approved. This Written Consent shall be added to the corporate records of this Corporation and made a part thereof, and the resolutions set forth above shall have the same force an effect as if adopted at a meeting duly noticed and held by the Board of Directors of this Corporation. This Written Consent may be executed in counterparts and with facsimile signatures with the effect as if all parties hereto had executed the sane resolution. All counterparts shall be construed together and shall constitute a single Written Consent, Telecopied or email (via PDF) signatures shall be deemed to have the same effect as an original IN WITNESS WHEREOF, We have hereunto set our hands as officers and dizestor ofthe Coxporation, Dated: April 30, 2012 ALONZO PIERC PrresidenvChief Executive Officer and Member of the Board BRUCE KLEIN Wes Chief Opersting Officer and Chairman ofthe BostdEMPERIAL AMERICAS, INC, (A Florida corporation) Written Consent of Directors Action In Lieu of Meeting We, the undersigned, being two or more of the members ofthe Board of Directors of EMPERIAL AMERICAS, INC., 2 Florida corporation (the "Comoration”), in accordance with the Florids Business Code, hereby adopt the following resolutions with the same force and effect as if presented to and adopted at a meeting of the Board, duly called and hela: WHEREAS, on July 1, 2010, Emperial Americas, Ine, conducted a private placement ‘memorandum offering. Such agreement called for the merger of Emperial Americas, ne. into a public company at Which time, investor shares would be converted into shares of tke target public company. As result Emperial Amerias acquired the majority of AAAA on March 9, 2012, and subsequently changed its name to Emperial Auneticas, Ine... Therefore, shares purchased by investors in the private placement are now to be converted into shares in the Corporation, NOW, THEREFORE, BEIT: RESOLVED, that the Corporation is hereby authorized to igsue 3,667 restricted common shares ofthe Corporation to Dustin Bough, RESOLVED, thatthe proper officers of the Corporation shal issue stock certificates for the same bearing a legend to the effect that the shates shall not be transferred unless there is an effective registration statement cor other qualification relating to such securities under the Securities Act of 1933 and any applicable state securities laws or unless the Corporation receives an opinion of counsel satisfactory to the Corporation that suel registration oF other qualification is not required in connection with such transfer; and FURTHER RESOLVED, that she proper officers ofthe Corporation be, aud each of them hereby is, authorized and empowered, in the name of and on behalfof the Corporation, to execute all such further documents, certificates or instruments, and o take all such further action, as any such officer may deem necessary, ‘proper, convenient or desirable in order to carry out exch of the foregoing resolutions and in ore to carry out each ‘ofthe intents thereof, and that all sue actions taken by the officers of the Corporation to date, in connection with the foregoing resolutions, sme hereby in all rospects confirmed, ratified ancl approved. This Written Consent shall be added t0 the comporate records of this Corporation and made « part thereof, and the resolutions set forth above shall have the same Force and effect as if adopted at a meeting duly noticed and held by the Board of Ditectors ofthis Corporation. This Written Consent may be executed in counterparts andl with facsimile signatures with the effect as ‘fall patties hereto had executed the same resolution. All counterparts shall be construed together and shall constitute a single Written Consent. Telecopied or email (via PDF) signatures shall be deemed to have the same effect as an original IN WITNESS WHEREOP, We have hereunto set our hands as officers and director of the Comporation, Dated: April 30, 2012 ALONZO PIERCE Prresiden/Cief Executive Officer and Member of the Board Chief Operating Officer and Chairman of the BoardEMPERIAL AMERICAS, INC. (A Florida corposation) Written Consent of Directors Action In Lien of Meeting We, the undersigned, being two oF more of the members of the Board of Directors of EMPERIAL AMERICAS, INC., a Florida corporation (the “Cozporation”), in accordance with the Florida Business Cade, hereby ‘adopt the Following resolutions with the same force and elfeet as i presented to and adopted at a meeting of the Board, duly called and hele: WHEREAS, on July 1, 2010, Emperial Americas, Inc. conducted a private pla memorandum offering. Such agreement called for the merger of Emperial Americas, inc. into a public com which time, investor shares would be converted into shares of the target public company. As result Experial ‘Aimerias acquired the majority of AAAA on March 9, 2012, and subsequently changed! its name to Emperial ‘Ameticas, Ine... Therefore, shares purchased by investors in the private placement are now to be converted into shares in the Corporation, Now, 1 EFORE, BEIT: RESOLVED, that the Corporation is hereby authorized to issue 65,000 restricted common shares ofthe Corporation to Debbie Kroll RESOLVED, that the proper officers of the Corporation shall issue stock ceatifieates forthe same bearing a legend to the effect that the shares shall not be transferred unless there isan effective registration statement or ather qualification relating to such securities under the Securities Act of 1933 and any applicable state securities laws of unless the Corporation receives an opinion of counsel satisfactory tothe Corporation that such registeation or other qualification is nat required in connection with sueb transfer; and FURTHER RESOLYED, thatthe proper officers of the Corporation be, and each of them hereby is, authorized and empowered, in the name of and on bebalf of the Corporation, 1o execute al such further documents, certificates or instruments, and to take all such further action, as any such efficer may deem necessary, proper, convenient or desirable in order to carry out each of the foregoing resolutions and in order to carry out exch ‘of the intents thereof, and that all such actions taken by the officers of the Corporation to date, ip connection with the foregoing resolutions, are hereby in all respects confirmed, ratified and approved. This Written Consent shall be added to the corporate records of this Coxporation and made a part thereof, and the resolutions set forth above shall have the same force and effect as if adopted at a meeting duly noticed and held by the Board of Directors of this Cospotation. This Written Consent may be executed in Counterparts and with Facsimile signatures withthe effect if all panies hereto had executed the sume resolution. All counterparts shall be construed together and shall ‘constitute a single Written Consent. Telecopied or email (via PDF) signatures shall be deemed to have the same effect as an original IN WITNESS WHEREOF, We have hereunto set our hands as officers and dizestor of the Corporation, Dated: April 30, 2012 ALONZO PIERCE Priesiden/Chief Executive Officer and Member of the Board Bi Chief Operating Officer and Chairman ofthe BoardEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Lieu of Meeting We, the undersigned, being two or more ofthe members of the Boar! of Directors of EMPERIAL. AMERICAS, INC. Florida corporation (the “Corporation”), in accordance with the Florida Business Code, hereby ‘adopt the following resolutions with the same force and effect as iF presented to and adopted at a meeting of the Board, duly called and hele: WHEREAS, the Corporation, pursuant to a consulting agreement with Chaslesa Baster, agreed t0 issue certain shates of restricted comaion stock tothe directors of the Company in consideration of such services NOW, THEREFORE, BE II RESOLVED, that the Cosporation is hereby authorized to issue 16,000 restriesed eomnmon shares. lof the Corporation to Charlesa Easter. RESOLVED, that the proper officers of the Corporation shall issue stock cettifieates forthe sane bearing a legend tothe effect that the shares shall not be transferred unless there is an effective registration statement cr other qualification relating to such securities under the Securities Act of 1933 and any applicable state securities laws or unless the Corporation receives an opinion of counsel satisfactory to the Cosporation that such registration or other qualification isnot required in connection with such transfer; and FURTHER RESOLVED, that the proper officers of the Corporation be, andl each of them hereby is, authorized and empowered, in the name of and on behalf of the Corporation, to executo all such further documents, certificates or instruments, aid 10 take all such further action, as any such officer may deem necessary, proper, convenient or desirable in orver to carry out exch of the foreyoing resolutions andl in order to carry out each Of the intents thereof, and that all such actions taken by the officers ofthe Corporotion to date, in connection with the foregoing resolutions, are hereby in all respects confirmed, ratified and approved. This Writen Consent shall be acided to the conporate records of this Corporation and made a part thereof, and the resolutions set forth above shall have the same force and effect as if adopted at « meeting duly noticed and held by the Board of Directors of this Corporation, This Written Consent may be executed in counterparts and with facsimile signatures with the effect as iall parties hereto had executed the same resolution. All counterparts shall be construed together and shall constitute a single Written Consent, Telecopied or email (via PDE) signatutes shall be deemed to have the same effect as an original IN WITNESS WHEREOF, We have hereunto set our hands as officers and director of the Comporation, Dated: May 30, 2012 ‘ALONZO PIERCE, Prresident/Chief Executive Officer and Member of the Board [Suse MQ BRUCE KLEIN Chief Operating Officer and Chairman of the BoardEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action We, the undersigned, being two or more of the members ofthe Board of Directors of EMPERIAL. AMERICAS, INC., « Florida corporation (the “Corporation”), in accordance with the Florida Business Code, hereby ‘adopt the following resolutions wih the same force and effect as if presented to and adopted at a meeting of the Board, duly called and hel WHEREAS, on July 1, 2010, Emperial Americas, Inc. conducted a private placement ‘memorandum offering, Such agreement called for the merger of Emperial Americas, Ine. ito a public company at which time, investor shares would be converted into shares of the target public company. As result Emperial Amerias acquired the majority of AAAA on March 9, 2012, and subsequently changes! its name to Emperial Americas, Inc... Therefore, shares purchased by investors in the private placement ate now to be converted into shaves in the Corporation Now, 1 FORE, BET RESOLVED, that the Corporation is hereby authorized to issue 14,667 restricted common shares (of the Corporation to Daniel J. O° Doherty. RESOLVED, that the proper officers ofthe Corporation shal issue stock cestificates forthe same bearing a legend tothe effect that the shares shall not be transferred unless there isan effective registration statement or other qualification relating to such securities under the Securities Act of 1933 and any applicable state securities Jaws or wiles the Corporation receives an opinion of counsel satisfactory to the Corporation that such registration or other qualification is not required in connection with such transfer; and FURTHER RESOLVED, that the proper officers of the Corporation be, nnd each of them hereby is, authorized and empowered, in the name of and on bchalf of the Corporation, to execute all such further documents, ceitificates of instruments, and to take all such further action, as any such officer may deem necessary, proper, coavenient or desirable in onder to carry out each of the foregoing resolutions and in order to carry out each Of the intents thereof, and that all such actions taken by the officers ofthe Corporation to date, in connection with the foregoing resolutions, are hereby in all respects confirmed, ratified and approved. ‘This Written Consent shall be added to the corporate records of this Corporation and mace a part thereof, and the resolutions set forth above shall have the same force and effect as if adopted at a meeting duly noticed and held by the Board of Directors ofthis Comporation, This Written Consent may be executed in counterparts and with facsimile signatures with the effect as itall parties hereto had executed the same resolution. All counterparts shall be construed together and shall constitute a single Written Consent. Telecopied or email (via PDF) signatures shall be deemed to have the same effect as an original IN WITNESS WHEREOF, We have hereunto set our hands as officers and director of the Corporation Dated: April 30, 2012 ALON20 PIERCE Prresideny/Chief Executive Officer and Member of the Board Ld Chief Operating Officer ase Chainman of the BoardEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Acti In Lieu of Meeting We, the undersigned, being two or more of the members of the Board of Directors of EMPERIAL AMERICAS, INC., a Flori corporation (the "Corporation"), in accordance with the Florida Business Code, hereby adopt the following resolutions with the same force and effect as if presented to and adopted at a meeting of the Bosra, duly called and hele: WHEREAS, on July 1, 2010, Emperial Americas, Ine. conducted a private placement memorandum offering. Such agreement calied for the merger of Emperial Americas, Inc. into a public eompany at which time, investor shares would be converted into shates of the target public company. As result Emperial Ametias acquired the majority of AAAA on March 9, 2012, and subsequently changeel its name to Emperial Azericas, Inc... Therefore, shares purchased by investors in the private placement are now to be converted into shares in the Corporation, NOW, THEREFORE, BE IT: RESOLVED, that the Corporation is hereby authorized to issue 3,667 restricted common sh ofthe Corporation to Charles Leutner: RESOLVED, that the proper officers ofthe Corporation shall issue stock certificates forthe same nd to the effect thatthe shares shall not be transferred unless there is an effective registration statement ton relating to such securities under the Securities Act of 1933 and any applicable state securities laws of unless the Corporation receives an opinion of counsel satisfactory to the Corporation that such registration or other qualification is not required in connection with such transfer, and URTHER RESOLVED, that the proper officers of the Corporation be, and each of them hereby is, authorized and empowered, in the name of and on behalf of the Comorntion, to execute all such further documents, certificates or instruments, and to take all such further action, as any such officer may deem necessary, proper, convenient or desirable in order to carry out each of the foregoing resolutions and in order to carry out each ‘ofthe intents thereof, and that ail suck actions taken by the officers ofthe Corporation to date, in connection with the foregoing zesolutions, ane hereby in all respecis confirmed, ratified and approved. This Written Consent shall be auded 0 the corporate recons of this Corporation and made a part thereof, and the resolutions set forth above shall have the same force and effect as ifadapted at a meeting duly noticed and held by the Board of Directors of this Corporation. This Written Consent may be executed in counterparts and with facsimile signatures withthe effeet as if all parties hereto had executed the same resolution. All counterparts shall be construed together and shall constitute & single Written Consent. Telecopied or email (via PDF) signatures shall be deemed to have the sune effect as an original IN WITNESS WHEREOR, We have hereunto set our hands as officers and director of the Corporatio. Dated: April 30, 2012 ‘ALONZO PIERCE Priesident/Chief Executive Officer andl Member of the Board Whe Chief Operating Otficer and Chairman ofthe Board BRUCE KLEINEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action We, the undersigned, being two or more of the members ofthe Board of Directors of EMPERIAL. AMERICAS, INC., Florida corporation (the “Comporation”), in accordance with the Florida Business Code, hereby adopt the following resolutions with the same force and effect as if presented to and adopted at a meeting of the Board, duly called and held WHEREAS, the Cosporation, pursuant to an agreement with the directors of the Corporation, agreed to issue certain shares of restricted common stock tothe directors of the Company in consideration of serving in such capacity. RESOLVED, that the Corporation is hereby authorized to issue 50,000 restricted common shares of the Corporation to director Alonzo Pieree. RESOLVED, that the proper officers of the Corporation shal issue stock certificates for the same Dearing a legend tothe effect thatthe shares shall not be transferred usless there is an effective registration statement ‘oF other qualification relating to such securities under the Securities Act of 1933 and any applicable state securities laws or unless the Corporation receives an opinion of counsel satisfactory to the Corporation that such registration or ‘other qualification is not required in connection with such transfers and FURTHER RESOLVED, that the proper officers of the Corporation be, and each of them bereby is, authorized and empowered, in the name of and on behalf of the Comporation, to execute all such further documents, certificates or instruments, and to take al sueh further action, as any such officer may deem necessary, proper, convenient or desirable in order to earty out each of the foregoing resolutions and in order to carry out each ‘of the intents thereof, and that all such actions taken by the officers ofthe Corporation to date, in connection with the foregoing resolutions, ae hereby in all respects con tinned, ratified and approved. This Written Consent shall be added tothe corporate records of this Corporation ancl made @ part thereof, and the resolutions set forth above shall have the same force ancl effect as if adopted at a meeting duly noticed and held by the Board of Directors ofthis Corporation. This Written Consent may be executed in counterparts and with facsimile signatures with the effect as if all parties hereto had executed the sarne resolution, Al counterparts shall be construed together and shall constitute a single Written Consent. Tolecopied or email (via PDF) signatures shall be deemed to have the same effect as an original IN WITNESS WHEREOE, We have hereunto sot our hands as officers and director ofthe Corporation. Dated: May 30, 2012 “ALONZO PIER PresidenChief Executive Officer and Member of the Boor Aue. Ke BRUCE KLEIN ChieF Operating Officer and Chairman of the BoarEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Lieu of Meeting We, the undersigned, being two or more of the members of the Board of Ditectors of EMPERIAL, AMERICAS, INC, a Florida corporation (the “Comporation") in accordance with the Florida Business Code, hereby adopt the following resolations with the same force and effect as if presented to and adopted atu meeting of the Board, duly ealled and held: WHEREAS, on July 1, 2010, Emperial Americas, Ine. conducted a private placement memorandum offering, Such agreement called for the merger of Emperial Americas, Inc. into 9 public company at ‘which time, investor shares would be converted into shares of the target public company. As result Emperial ‘Aierias eequired the majority of AAAA on March 9, 2012, and subsequently changed its name to Emperial ‘Americas, Inc... Therefore, shares purchased by investors in the private placement are now to be converted into shares in the Corporation NOW, THEREFORE, BE IT: RESOLVED, that the Corporation is hereby authorized to issue 6,666 restricted common shares of the Corporation to Angela Heung, RESOLVED, thatthe proper officers ofthe Corporation shall issue stock certificates for the same bearing a legend ¢o the effect thatthe shares shall not be transferred unless there isan effective registration statement (or other qualification relating to such securities under the Securities Act of 1933 andl any applicable state securities laws oF unless the Corporation receives an opinion of counsel satisfactory to the Corporation that such registration or other qualifiation is not required is connection with such transfer, and FURTHER RESOLVED, that the proper officers ofthe Corporation be, and each of them hereby is, authorized and empowered, in the name of and on behalf of the Corporation, to execute all such further documents, certificates or instruments, and to take all such further action, as any such officer may deem necessary, proper, convenient or desirable in ord fo earty out cach of the foregoing resolutions and in order to carry out each ‘of the intents thereof, and that all such actions taken by the officers af the Corporation to date, in connection with the foregoing resolutions, are hereby in all respects confirmed, ratified and approved. This Weitten Consent shal be added fo the corporate revords of this Comporation and made a part thereof, and the resolutions set forth above shall Ihave the same force ancl effect as if adopted at a meeting duly noticed and held by the Boand of Directors of this Coxporation, This Written Consent may be executed in counterparts and with facsimile signatures with the effect as it all parties hereto had executed the same resolution. All counterparts shall be construed together and shall constitute a single Written Consent. Telecopied or ernail (via PDF) signatuees shall be deemed to have the same effect as an original IN WITNESS WHEREOF, We have hereunto set our hands as officers and director ef the Corporation, Dated: April 30, 2012EMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Licu of Meeting We, the undersized, being two or more ofthe members of the Board of Directors of EMPERIAL AMERICAS, INC, a Florida corporation (the Corporation”), in accordance with the Florida Business Code, hereby adopt the Following resolutions with the same force and effect as if presented to andl adopted at a meeting of the Board, duly called and held WHEREAS, on July 1, 2010, Emperial Amerieas, Inc. conducted a private placement memorandam offering. Such agreement called for the merger of Emperial Americas, Ine. into a public company at which time, investor shares would be converted into shares of the target public company. As result Emperial Armerias acquired the majority of AAAA on March 9, 2012, and subsequently changed its name to Emperial ‘Arnericas, Ine... Therefore, shares purchased by investors in the private placement are now to be converted into shares it the Corporation, Now, THE FORE, BE IT: RESOLVED, that the Corporation is hereby authorized to issue 4,000 restricted common shares of the Corporation to Alka Parekh, RESOLVED, that the ptoper officers of the Comporation shall issue stock certificates forthe same bearing a legend to the effect that the shares shall not be transferred unless there is an effective registration statement cor other qualification relating to such securities under the Securities Act of 1933 and any applicable state securities Taws or unless the Corporation receives an opinion of counsel satisfuctory to the Corporation that such registration or other qualification is not requited in connection with such transfer; and FURTHER RESOLVED, that the proper officers ofthe Corporation be, and each of them hereby is, authorized and empowered, in the name af and on behalf of the Corporation, to execute all such further docutnents, cetifiates or insttuments, and to take all such further action, as any such officer may doom necessicy, proper, convenient or desirable in order to carry out each of the foregoing resolutions and in order to carry out exch of the intents thereof, and that all such actions taken by the officers ofthe Corporation to date, in connection with the foregoing resolations, are hereby in all respects confirmed, ratified and approved. This Written Consent shall be added to the comorate recorls ofthis Corporation and made a part thereof, and the resolutions set forth above shall have the same force and effect us if adopted at a meeting duly noticed and held by the Board of Ditectots of this Corporation, This Written Consent may be executed in counterparts and with facsimile signatures withthe effect as itall parties hereto had executed the same resolution. All counterparts shall be construed together and shall constitute a single Written Consent. Telecopied or email (via PDF) signatures shall be deemed to have the same ‘effect as an original IN WITNESS WHEREOF, We have hereunto set our hands as officers and director of the Corporation, Dated: April 30, 2012 ‘ALONZO PIERCE Prresident/Chief Executive Officer and Member of the Board Au K\Cles BRUCE KLEIN Chief Operating Officer and Chairman of the BoardEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Lien of Meeting We, the undersigned, being two or mote of the members of the Board of Directors of EMPERIAL AMERICAS, INC., 1 Florida corporatian (the “Corporation”), in accordance with the Florida Business Code, hereby ‘adopt the following resolutions with the same Force and effect as if presented to and adopted at a meeting of the Board, duly ealled and hel WHEREAS, the Corporation, pursuant to consulting agreement with Resourceful Solutions, agreed to issue certain shares of restricted common stock to the for services rendered. NOW, THEREFORE, BE IT: RESOLVED, that the Corporation is hereby authorized to issue 100,000 restricted common shares of the Corporation to Resouteetal Solutions. RESOLVED, that the proper officers of the Corporation shal issue stock Gertfieates for the same bearing a legend tothe effect that the shares shall not be transferred unless thore is an effective registration statement or ather qualification relating to such socutities under the Securities Act of 1933 and any applicable state securities laws or unless the Corporation receives an opinion of counsel satisfactory to the Corporation that such registration oF other qualification isnot required in connection with such transfer; and FURTHER RESOLVED, thatthe proper officers ofthe Corporation be, and each of them hereby is, authorized and empowered, inthe name of and on behalf of the Corporation, to execute all such further docusnents, certificates or instruments, and to take al such further action, as any such officer may deem necessary, proper, convenient or desirable in order to catty out each of the Foregoing resolutions and in order to carry cut each (ofthe intents thereof, and that all sue actions taken by the officers of the Corporation to date, in conection with the foregoing resolutions, are heroby in all respects confirmed, ratified and approved. This Written Consent shall be ‘added to the comporate records of this Corporation and made a part thereof, and the resolutions set forth above shall hhave the same force and effect as if adopted at a meeting duly noticed and held by the Board of Directors of this Corporation, This Written Consont may be exeeuted in counterparts anc! with faesimile signatures with tho eect as ‘fal patties hercto had executed the same resolution. All counterparts shall be construed together andl shall ‘constitute a single Written Consent. Telecopied or emit (via PDE) signatures shall be deemed to have the sane effect as an original IN WITNESS WHEREOR, We have hereunto set our hands as officers and director of the Corporation Dated: May 30, 2012 ‘ALONZO PIERCI eee Presiden/Chief Executive Officer and Member ofthe Board Lue KN GD BRUCE KLEIN Chief Operating Officer and Chairman of the BoardEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Lien of Meeting We, the undersigned, being two o¢ mote of the members of the Board of Directors of EMPERIAL. AMERICAS, INC.,2 Florida corporation (the Corporation”), in accordance with the Florida Business Code, hereby adopt the following resolutions withthe same force and effect as if presented to and adopted at » meeting of the Boaed, duly called and held: WHEREAS, the Corporation, pursuant to @ consulting agreement with Laird Homes, LLC, agreed to issue certain shaves of restricted common stock to the for consulting services with regard to the Indy Light Car acquisition, NOW, THEREFORE, BE IT: RESOLVED, that the Corporation is hereby authorized to issue 400,000 restricted common shaves of the Comporation to Laird Homes, LLC. RESOLVED, that the proper officers ofthe Corporation shall issue stock certificates forthe same bearing a legend to the effect that the shares shall not be transferre! unless there isan effective registration statement or other qualification relating to such securities under the Securities Act of 1933 and any applicable state securities laws or unless the Corporation receives an opinion of counsel satisfactory to the Corporation that such registration oF other qualification is not required in connection with such transfer; and PURTHER RESOLVED, thatthe proper officers of the Comporation be, and each of them hereby is, authorized and empowered, in the name oFand on behalf of the Corporation, to execute all such further documents, certificates or instruments, and to take all such further action, as any such officer may deem necessary, proper, convenient or desirable in order to catty out each ofthe foregoing resolutions and in order to carry aut each ‘of the intents thereof, and that all such actions taken by the officers ofthe Corporation to date in connection with the foregoing resolutions, are hereby in all respects confirmed, ratified and approved. This Written Consent shall be «ded to the eonporate records ofthis Corporation and made a part thereof, and the resolutions set forth above shall hhave the same force an effect as if adopted at a meeting duly noticed and held by the Board of Directors of this Coxporation, This Written Consent may be executed in counterparts and with facsimile signatures with the effeet as ifall parties hereto had executed the same resolution, All counterparts shall be construed together and shall constitute a single Wailten Consent, Telecoied or email (via PDF) signatures shall be doemed to have the same cffect as an original IN WITNESS WHE Corporation. SOF, We have hereunto set our hands as officers anc director of the of the Dated: May 30, 2012 Chief Executive Officer and Member of the Board BRUCE KCEIN Chief Operating Officer and Chairman of the BoardEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Lieu of Meeting We, the undersigned, being two or more of the onembers of the Board of Dinectors of EMPERIAL AMERICAS, INC. a Florida corporation (the “Corporation”), in aesordance with the Florida Business Code, hereby ‘adopt the following resolutions with the same force and effect as if presented to and adopted at a meeting of the Board, duly called and bel WHEREAS, on July 1, 2010, Enmperial Americus, Ine. conducted a private placement ‘memorandum offering, Such agreement called for the merger of Emperial Americas, Ine, into public company at which time, investor shares would be converted info shares of the target public company. As result Emperial Amerias acquired the majority of AAAA on March 9, 2012, and subsequently changed its nate to Emperisl Americas, Inc... Therefore, shares purchased by investors in the private plement ate now to be converted into soars in the Corporation Now, TH REFORE, BE IT: RESOLVED, that the Corporation is herehy authorized to issue 75,000 restricted eommon shares ‘of the Corporation to Antony Mazo. RESOLVED, thatthe proper officers of the Corporation shall issue stock certificates forthe same bearing a legend tothe effect that the shaves shall not be transferred unless there is an effective registration statement or other qualification relating to such securities under the Securities Act of 1933 and any applicable state securities Jaws or unless the Corporation receives an opinion of counsel satisfactory tothe Corporation that such registration or other qualification is not required in connection with such transfer; and FURTHER RESOLVED, thatthe proper officers of the Corporation be, ancl exh of them hereby is, authorized and empowered, in the name of and on behalf of the Comparation, to execute all such further document, certificates or instruments, and to take all such further action, as any such officer may deem necessary, proper, convenient or desirable in order to carry out each of the foregoing Fesoltsions and in order to catty out exch ‘of the intents thereof, and that all such zetions taken by the officers of the Corporation to date, in connection with {he foregoing resolutions, are hereby in all respects confirme, ratified and approved. ‘This Written Consent shall be added to the corporate records of this Corporation and made a part thereof, andl the resolutions set forth above shall have the same force an effect as if adopted at a mecting duly noticed and held by the Board of Directors ofthis Comporation. This Written Consent may be executed in conntoxparts and with facsimile signatures with the effect as if all parties hereto had executed the ste resolution. All counterparts shall be construed together and shall ‘constitute a single Written Consent. Telecopied or exnal (via PDE) signatures shall be deesmed to have the same effect as an original IN WITNESS WHEREOF, We have hereunto set our hands as officers and divector of the Corporation, Dated: April 30, 2012 ALONZO PIERCE Prresidon’/Chief Exeeutive Officer and Member of the Boatd Dad Sas Chie Operating Officer and Chairman of the BoardEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Lieu of Meeting We, the undersigned, being two or more of the members of the Board of Directors of EMPERIAL AMERICAS, INC., Florida comporation (the *Comporation”), in accordance withthe Florida Business Code, hereby adopt the following resolutions with the same force and effect as iF presented to and adiopted at a meating of the Board, duly called and helt: WHEREAS, the Board of Directors of the Corporation, pursuant to an agreement with UniStar 10 provide advertising and marketing services, agreed to issue eettain shares of restricted common stock to the for services rendered. NOW, THEREFORE, BE IT: RESOLVED, that the Corporation is hereby authorized to issve 300,000 restricted common shares of the Corporation to UniStar RESOLVED, that the proper officers of the Cosporation shall issue stock certificates forthe same beating a legend to the effect thatthe shates shall not be transferred unless there i an effective regisuation statement or other qualification velating to such securities uncler the Securities Act of 1933 and any applicable state securities laws or unless the Corporation receives an opinion of counsel satisfactory t the Corporation that such registation or ‘other qualification isnot required in connection with such transfer; and FURTHER RESOLVED, thatthe proper officers of the Corporation be, and each of them hereby is, authorized and empowered, inthe name of and on behalf of the Corporation, to execute all such farther slocuments, cttificates ot instruments, and to teke all such further action, as any such officer may deem necessary, proper, convenient ar desirable in order to carry out each ofthe foregoing resolutions and in order to carry out each Of the intents thereof, and that all such actions taken by the officers of the Corporation to date, in connection with the foregoing resolutions, are hereby in all respects confirmed, ratified and approved. This Written Consent shall be ‘aided tothe coeporate records of this Corporation and made a part thereof, and the resolutions set forth above skall Ihave the same force and effect as if aopted at a meeting duly noticed and held by the Board af Ditectors ofthis Coxporation, This Written Consent may be executed in countesparts and with facsimile signatures with the effeet as if all parties hereto had executed the same resolution. All counterpauts shall be construed togetter and shatl constitute a single Written Consent, Telecopied or email (via PDF) signatures shall be deemed to have the same effect as an original IN WITNESS WHEREOF, We have hereunto set our hands as officers and director ofthe Corporation Dated: May 30, 2012 ALONZO PIERCE PresidentGhiel Executive Oficer and Member of he Board Lud \N2D ‘Chief Operating Officer and Chairman of the BoardEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Lieu of Meeting We, the undersigned, being two or more of the members ofthe Board of Direotors of EMPERIAL AMERICAS, INC., Florida corporation (the “Corporation”) it accordance with the Flotida Business Code, hereby ‘adopt the following resolutions with the same force and effect as if presented to and adopted ut a meeting of the Board, duly ealled and he: WHEREAS, the Corporation, pursuant to consulting agreement with The issue certain shares of restricted common stock tothe for services rendered nvon Group, agreed 10 NOW, THEREFORE, BE IT: RESOLVED, that the Corporation is hereby authorized to issue 300,000 restricted common shares of the Corporation to The Simon Group. RESOLVED, thatthe proper officers ofthe Corporation shalt issue stack centifeates forthe same bbeaving « legend (o the effect thatthe shates shall not be transferred unless there is un effective registration statement or other qualification relating to such securities under the Securities Act of 1933 and any applicable state securities laws or unless the Corporation receives an opinion of counsel satisfactory tothe Coxporation that such registration oF ‘ther qualification is rot required in connection with such transfer, andl FURTHER RESOLVED, thatthe proper officers ofthe Corporation be, and each of them hereby is, authorized and empowered, in the name of and on behalf of the Corporation, to execute all such further documents certificates or instruments, and to take all such further action, as any such officer may deem necessary, proper, convenient or desirable in order to catty out each of the foregoing resolutions and in order to carry out each Of the intents thereof, and! that all such actions taken by the officers ofthe Corporation to date, in connection with the foregoing resolutions, are hereby in all respects confirmed, ratified and approved. This Written Consent shall be added 10 the eorporate records of this Corporation and made a part thereof, anl the resolutions sot forth above shal! hhave the same foree and effect as if adopted at a meeting duly noticed and held by the Board of Directors ofthis Comporation. This Written Consent may be executed in counterparts and with facsimile signatures withthe effect as ifall parties hereto had executed the same resolution. All counterparts shall be construed together and shall constitute a single Written Consent, Telecopied or email (via PDF) signatures shalt be deemed 10 have the sume ‘effect as an origins IN WITNESS WHEREOF, We have hereunto set our hands as officers and director of the Corporation Dated: May 30, 2012 ‘ALONZO PIERCE President’Chief Executive Olficer and Member of the Board ROCE KLEIN Chief Operating Officer and Chairman of the BoardEMPERIAL AMERICAS, INt {A Florida corporation) Written Consent of Directors Action In Lieu of Meeting the undersigned, being two or more ofthe members ofthe Board of Directors of EMPERIAL AMERICAS, INC, Florida eorporation (the “Corporation”), in accatdance with the Florida Business Code, hereby adopt the following resolutions with the same force and effect as if presented to andl adopted at x meeting of the Bonrd, duly called and held: WHEREAS, the Corporation, porsuant to a purchase agreement, between Todd Waggoner and the Company, Waggoner agreed t© purchase 33,334 shares of restricted common stock of the Corporation for $25,000. NOW, THEREFORE, BE IT RESOLVED, that the Corporation is hereby authorized to issue 33,334 restricted common shares of the Corporation to Todd Waggoner in consideration of'a payment of $25,000.00. RESOLVED, that the proper officers of the Corporation shal issue stock certificates for the same bearing « fegend to the effect that the shares shall not be transferred unless there is an effective registration statement or other qualification relating to such securities under the Securities Act of 1933 and any applicable state securities ews or unless the Corporation receives an opinion of counsel satisfactory tothe Corporation that such registration or other qualification is not required in connection with such transter; and FURTHER RESOLVED, that she proper officers of the Corporation be, and each of them hereby is, authorized and empowered, in the name of and on behalf of the Corporation, to execute all such further documents, certificates or instruments, and to take all such further action, as any suet offfeer may deem necessary, proper, convenient ar desirable in order to carry out each of the foregoing resolutions and in order to carry out each Df the intents thereof, and that all such actions taken by the officers ofthe Corporation to date, in connection with the foregoing resolutions, ate hereby in all respects confirmed, ratified and approved. This Written Consent shall be added to the compotate records ofthis Corporation andi made a part thereof, and the resolutions set forth above shall hhave the same force and effect as if opted at @ meeting duly noticed and held by the Board of Directors ofthis Corporation. This Written Consent may be executed in counterparts and with facsimite signatures with the effect as if all partes hereto had executed the same resolution. All counterparts shall be coustiued together and shall constitute a single Written Consent, Telecopied! or email (via POF) signatures shall be deemed to have the same effect as an original IN WITNESS WHEREOR, We have hexeunto sot our hands as officers and director of the Corporation, Dated: April 30, 2012 CONZO PIERCE Prresiclent/Chief Executive Officer and Member of the Board To RUCE KLEIN: Chief Operating Officer ond Chairman of the BoardEMPERIAL AMERICAS, INC. {A Florida corporation) Written Consent of Directors Action In Lieu of Meeting We, the undersigned, being two or more of the members ofthe Boaed of Directors of EMPERIAL AMERICAS, INC. Florida corporation (the “Corporation”), in accordance with the Florida Business Code, hereby ‘adopt te following resolutions with the same force and effect as if presented to and adopted at a meeting ofthe Board, duly called and hed WHEREAS, on July 1, 2010, Emperiat Americas, tne. conducted a private placement memorandum offering. Such agreement called for the merger of Emperial Ametieas, Ine. into a public company at Which time. investor shares would be converted into shares of the target public company. As result Emperil ‘Ametits acquired the majority of AAA. on Match 9, 2012, and subscouently changed its name to Emperial ‘Americas, Ine.. Therefore, shares purchased! by investors in the private placement are now to be converted inte shares in the Corporation. NOW, THEREFORE, RESOLVED, that the Corporation is hereby authorized to issue 3,333 restricted common shates ‘ofthe Corporation to Thomas Walter RESOLVED, that the proper officers of the Corporation shall issue stock certificates for whe same beating 2 legend to th effect thatthe shares shell not be transferred unless there 1s an effective registration statement tr other qualification relating to such securities under the Securities Act of 1933 andl any applicable state securities Iavvs or unless the Corparation receives an opinion of counsel satisfactory to the Corporation that such registration or other qualification is not required in connection with such transfer; and FURTHER RESOLVED, that the proper officers of the Comporation be, and each of them hereby is, authorized and empowered, in the name of and on behalf ofthe Corporation, to execute al such further documents, certificates of instruments, and to take all such further action, as any such officer may deem necessary, proper, convenient or desirable in order to cary out each ofthe foregoing resolutions and in order fo carry out each Pf the intents thereof, and that all such aetions taken by the officers of the Corporation to date, in connection with the foregoing resolutions, are hereby in all respects contiemed, ratified and approved. ‘This Written Consent shall he raked to the corporate records of this Corporation and made a part thereof, até the resolutions set forth above shall Fave the same force and effect as if adopted at a meeting duly noticed and held by the Boar of Directors ofthis Cormpotition, This Written Consent may be executed in cownterpars nel with Geese signatures with the effet ws iFall parties hereto had executed the same resolution, AU counterparts shall be construed together andl shall constitute a single Weitten Consent, Telecopied or email (via PDF) sigaatures shall be deemed to have the same ‘effect as an original. IN WITNESS WHERKOF, We have hercunto set our hand as officers and director of the Comporation, Dated April 30, 2012 ‘ALONZO PIERC Prrosicont/Chief Exeentive Officer and Member of the Board Chief Operating Officer anc! Choitman of the BoardEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Lieu of Meeting We, the undersigned, being two or more of the members of dhe Board of Directors of EMPERIAL AMERICAS, INC.,# Florida corporation (the “Comoration”), in accordance withthe Florida Business Code, hereby ‘adopt the following resolutions with the same force and effect as if presented to and adopied at a meeting of the Board, duly called and held WHEREAS, on July 1, 2010, Emperial Americas, Ine. conducted a private placement memorandum offering, Such agreement called for the merger of Emperial Americas, Inc, into a public company at Which tims, investor shares would be converted into shares of the target public company. As result Limperial ‘Amerias acquired the majority of AAAA on March 9, 2012, and subsequently changed its name to Emperial ‘Americas, Inc... Therefore, shares purchased by investors in the private placement are now to be converted into ‘shares in the Corporation NOW, THEREFORE, BE IT: RESOLVED, that the Corporation is hereby authorized to issue 3,333 restricted commen shares of the Corporation to Shecrick Howard RESOLVED, that the proper officers ofthe Corporation stall iste stock certificates for the same bearing @ legend to the effect thatthe shares shall not be transferred unless there is am effective registration statement or other qualification relating to such securities under the Securities Act of 1933 and any applicable state securities Jaws or unless the Compotation receives an opinion of counsel satisfactory to she Corporation that such registration or ‘other qualification is not required in connection with such transfer; and FURTHER RESOLVED, that the proper officers ofthe Corporation be, and each of them hereby is, authorized aad empowered, in the name of and on behalf of the Corporation, to execute all such further document, cettificates or instraments, and to take al sueh further action, as any such officer may deem necessary, proper, convenient of desitable in order to carry out each of the foregoing resotutions and in order to carey out each fof the intents thereof, and that all such actions taken dy the officers ofthe Corporation to dats, in connection with the foregoing resolutions, are hereby ia all respects confirmed, ratified ancl approved. ‘Phis Written Consent shall be atided 10 the conporate records ofthis Corporation and male @ part theteof, and the resolutions set forth above stall have the same force and effect as if aclopted at a meeting duly noticed and held by the Boarcl of Directors ofthis Corporation, ‘This Written Consent may be executed in counterparts and with facsimile signatures with the effect as if all parties hereto hag executed the same resolution. All counterparts shall be construed together and shall constitute a single Written Consent, Telecopied or emit (via PDF) signatures shall be deemed to have the same effect as an original IN WITNES S WHEREOE, We have herewato set our hands as offigers and director of the Comporation. Dated: April 30, 2012 ALONZO PIERCE Prresident/Chief Executive Officer and Memnber of the Board BRUCE KLEIN Chief Operating OMe and Chairman ofthe BoardEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Lieu of Meeting We, the undersigned, being two or more of the members of the Board of Directors of EMPERIAL, AMERICAS, INC.,2 Florida corporation (the “Corporation, in accordance with the Florida Business Code, bexeby ‘adopt the following resolutions with the same force and effect as if presented to and adopted at a meeting of the Board, duly catled and held WHEREAS, on July 1, 2010, Empertal Amtorices, Ine. conducted a private placement memorandum offering, Such agreement called for the merger of Emperial Americas, In. into a public company at which time, investor shares would be converted into shares of the target public company. As result Emperial ‘Ametias acquired the majority of AAAA on March 9, 2012, and subsequently changed its name to Emperial ‘Araetieas, Inc... Therefore, shaves purchased by investors in the private placement are now to be converted into shares in the Corporation, NOW, THEREFORE, BE (t: RESOLVED, that the Corporation is hereby authorized to issue 3667 restricted common shares of the Corporation to Vithal Patel RESOLVED, that the proper officers of the Corporation shall issue stock certificates for the same boating « legend to the effect thatthe shares shall not be transferred unless these is an effective registration staternent or other qualification relating to such securities under the Secunities Act of 1933 and any applicable state securities laws or unless the Cotporation receives an opinion of counsel satisfactory to the Corporation that such registration oF other qualification is not required in connection with such transfer; and FURTHER RESOLVED, that the proper officers of the Corporation be, and each of them hereby js, authorized and empowered, in the name of and on behalf of the Corporation, to execute all such further documents, certificates or instruments, and to take all such further action, as any such officer may deem necessary, proper, convenient or desirable in onder to exrty out each ofthe foregoing resolutious ancl in onder to carry out each Df the intents thereof, and that all such actions taken by the officers of the Corporation to date, in connection with the foregoing resolutions, are hereby in all respects confirmed, ratified and approved. This Written Consent shall be added to the corporate records of this Corporation and made a part thereof, and the resolutions set forth above shall have the same force and effect as ifadopred at a meeting duly noticed and held by the Board of Directors ofthis Comparntion, This Written Consent may be executed in counterparts and with facsimile signatures with the effect as if all parties bereto hal exceuted the same resolution. All counterparts shall be construed together anc shall constitute a single Written Consent, Telecopied oF email (via PDF) signatures shall be deemed to have the same effect as an original IN WITNESS WHEREOR, We have hereunto set our hands as officers and director of the Corporation. Dated: April 30, 2012 ALONZO PIERCE Prresiden/Chiet Exeeutive Officer and Member of the Board BRUCE KL Chie Operating Officer and Chairman of the BoardEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Lieu of Meeting ‘We, the undersigned, being two or more oF the members of the Board of Directors of EMPERIAL AMERICAS, INC., a Florida corporation (the “Corporation”), in accordanee withthe Florida Business Code, hereby ‘adopt the Following resolutions withthe same force and effect as if presented to and adopted at a meeting ofthe Bond, duly called and held WHEREAS, on July 1, 2010, Emperial Americas, Ine. conducted a private placement memorandum offering. Such agreement called for the merger of Emiperial Americas, Ine. into « public company a Which time, investor shares would be converted into shares of the target public company. As result Emperial “Ameriag acquired the majority of AAA on March 9, 2012, and subsequently changed its name to Emperial ‘Ametieas, Ine. Therelore, shares purchased by investors in the private placement are now 10 be converted into shaves in the Conporation NOW, THEREFOR] RESOLVED, that the Corporation is hereby authorized to issue 53,334 restricted common shares of the Corporation to Susan J, Spaner. RESOLVED, thot the proper officers of the Corporation shall issue stock certificates for the same bearing legen to the effect thatthe shares shall not be transferred unless there is an effective registration statement or other qualification relating to such securities under the Securities Act of 1933 and any appliewbe state securities faws of unless the Corporation receives an opinion of counsel satisfactory to the Corporation that such regisration or other qualification is not eequited in connection with such transtexs and FURTHER RESOLVED, that the proper officers of the Corporation be, and ench of them hereby authorized and empowered, inthe name of and on behalf of the Corporation, to execute all such further documents, cert fieates or instruments, and to take all such further action, as any such officer may deem necessary, proper, convenient or desirable in order wo entry ont each of the foregoing resolutions and in order to carry out each Dr the intents thereof, and that al such actions taken by the officers of the Corporation to date, in comeetion with the foregoing resolutions are hereby in all respects confirmed, ratified and approved. ‘This Written Consent shall be added to the eompocate records of this Cosporation and made a part thereof, and the resolutions set forth above shall have the same force and effect as if adopted at a meeting duly noticed and held by the Board of Dineetors of this Corporation. This Written Consent may be executet! in counterparts and with faesimile signatures with the effeet as ital! parties hereto nd execute the same resolution. All counterparts shall be construed together and shall ‘constitute a single Written Consent. Telecopied or email (via PDF) signatures shall be deemed to have the samme effect as an origi IN WITNESS WHEREOF, We have hereunto set our hands as offices and director ofthe Corporation Dated: April 30, 2012 ALONZO PIERCI Priesident/Chief Executive Officer and Member of the Board BRUCE KLEIN Chief Operating Officer and Chairman of the BoardEMPERIAL AMERICAS, INC. (A Florida corporation) ten Consent of Directors Action In Lieu of Meeting We We, the undersigned, being two or more oF the members of the Board of Directors of EMPERIAL, AMERICAS, INC., a Florida corporation (the “Comporation”), in accordance with the Florida fSusiness Code, hereby adopt the following resolutions with the same force and effect as if presented te and adopted at « meeting oF the Board, duly called avd held: WHEREAS, on July L, 2010, Emperial Americas, Ine. conducted «private placement ‘memorindum offering. Such agreement calied for the merger of Emperial Americas, Inc. into a public company at sihich time, investor shares would be converted into shares of the target publi company. As result Emperial iAmerias acquired the majority of AAAA. on Mazeh 9, 2012, and subsequently changed its name to Emperiat ‘Atericas, Ine. Therefore, shares purchased by investors in the private placement are now to be converted into shaves in the Corporation NOW, THEREFORE, BE IT: RESOLVED, that the Corporation is hereby authorized to issue 3,333 restricted common shares to Stella Howard, ‘of the Comporati RESOLVED, that the proper officers of the Corporation shall issue stock certificates for she samme beating 2 legend to the offect that the shares shall not be transferred unless there is an effective registration statement or other qualification relating to such securities under the Securities Act of 1933 and any applicable state securities Jas or unless the Corporation receives an opinion of counsel satisfactory to the Conporation that such registration or other qualifiention is not requized in connection with such transfer; and FURTHER RESOLVED, thatthe proper officers of the Corporation be, nnd each of tem hereby is, authorized and empowered, in the name of and on behalf of the Corporation, to execute al such further documents, certificates of instruments, and to take al such further action, as any such officer may deem necessary, proper, convenient or desitable in order to carry out each of the foregoing resolutions and 19 order to carry Out each ‘oF the intents thereof, and that all such aetions taken by the olficers of tie Comporation 10 date, in connection with the foregoing resolutions, are hereby in all respects confizmed, ratified and approved. This Written Consent shall be ‘added to the corporate records of this Corporation and made a part thereof, snd the resolutions se forth above shall have the same force and effect as if adopted at a meeting duly noticed and held by the Boartl of Directors of this Corporation. This Written Consent may be executed in counterparts and with facsimile signatores with the effect as ifall parties hereto had executed the saine resofution. All counterparts shall be construed together abd shall ‘constitute a single Written Consent. ‘Telecopied or email (via PDF) signatures shall be deemed to have the sane effect as an otigi IN WITNESS WHEREOF, We have hereunto set our hands as officers and director of the Corporation. Dated April 30, 2012 ALONZO PIERCE Prresideot/Chief Executive Officer and Member of the Board BRUCE KLEIN Chief Operating Officer and Chaitmao of the BoardEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Lieu of Meeting We, the undersigned, being two or more of the members of the Board of Directors of EMPERIAL AMERICAS, INC., a Florida corporation (he “Corporation”, in accordance with the Florida Business Code, hereby ‘tdopt the following resolutions with the same force and effet as i presented to and adopted ata meting of the Board, duly called and held: memorandum offering. Such agreement called for the merger of Emperial Americas, ne. into a public company at Tubich time, hwvestor shares would be converted into shares of the target public company. As result Empetal ‘Amerias acguired the majority of AAAA on March 9, 2012, and subsequently changed iss mame to Emperial ‘Ameticas, ine. Therefore, shares purchased by investors in the private placement ere now to be converted into shaves in the Comporation WHEREAS, on July 1, 2080, Empcrial Americas, ne, conducted a private placemen NOW, THEREFORE, BE IT: RESOLVED, that the Corporation is hereby authorized to issue 3,667 restricted common shares of the Corporation to William HofTman, cates forthe same RESOLVED, that the proper officers of the Corporation shall issue stock cert bearing a legend to the effect thatthe shares shall not be transferred unless there is an effective registration statement or other qualification relating to such secutities under the Securities Act of 1933 andl any applicable stato securities Tews or untess the Corporation receives an opinion of counsel satisfactory to the Corporation that such regsteation or other qualification is not requited in connection with such transfor; asd FURTHER RESOLVED, that the proper officers of the Comporation be, and each of thems hereby is, authorized and empowered, inthe name of and on behalf ofthe Corporation, to execute all such further documents, certificates of instruments, and to take all sueh further action, as any such officer may deem necessary, propel, convenient or desirable in order to carry ow each ofthe foregoing resolutions and in ones to cary out each Pf the intents thereof, and that all such actions taken by the officers of the Comporation to te, in connection with the foregoing resolutions, ave hereby in all respects confirmed, ratified andl approved. This Written Consent shal be ued to the corporate records of this Comporation and made a part thereof, and the resolutions set forth above shall have the same force and effect as iFadopted at a meeting duly noticed anc held by the Board of Directors ofthis Corporation, This Written Consent may be executed in counterparts and with fucsimile signatures with the effect as if all parties hereto had executed the same resolution. All counterparts shall be construed together and shal Constriute a singie Written Consent, Telecopied or email (via PDE) signatures shall be deem! to have the same clfect as an original IN WITNESS WHEREOF, We have hereunto set our hands as officers and director of the Corporation, ed: April 30, 2012 ALONZO PIERCE Priesident(Chiof Executive Officer and Member of the Board “Bur Kos BRUCE KLEIN Chief Operating Officer anc Chainman ofthe BoardEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Lieu of Meeting We, the undersigned, being two or more othe members of the Board of Directors of EMPERIAL, AMERICAS, INC., a Florida corporation (the "Comporation”), in accordance with the Florida Business Code, hereby adopt the following resolutions with the same force and effect as if presented to and adopted at a meeting of the Board, duly called and held: WHEREAS, on July 1, 2010, Emperial Americas, Ine. conducted @ private placement ‘memorandum offering. Such agreement called for the merger of Emperial Americas, Ine. into a public company at ‘which time, investor shares would be converted into shares of the target public company. As restit Emperial ‘Amerias acguited the majority of AMAA on March 9, 2012, and subsequently changed its name to Emperial ‘Americas, ine., Therefore, shares purchased dy investors in the private placement are now to de converted into shares in the Corporation. NOW, THEREFORE, BEIT RESOLVED, that the Corporation is hereby authorized to issue 133,334 restricted common shares of the Corporation to Sanjay V. Patel. RESOLVED, that the proper officers of the Corporation shall issue stock certificates forthe same boearing « legend to the effect thatthe shares shall not be transferred unless there is an effective registration statentent or other qualification relating to such securities under the Securities Act of 1933 and any applicable state securities Jaws or unless the Corporation receives an opinion of counsel satisCactory to the Corporation that such registration or other qualification is not required in connection with sueh transfer; and FURTHER RESOLVED, that the proper officers of the Comporation be, and each of them hereby is, nuthorized and empowered, in the name of and on behalf of the Corporation, to execute all such further documents, certificates of instruments, and 10 take all such farther action, as any such officer nxay deem necessary, propet, convenient or desirable in order to carry out exch of the foregoing resolutions and in order to carry owt each Df the iatents thereof, and that all such aetions takea by the officers of the Corporation to date, in connection with the foregoing resolutions, are hereby in all espects confirmed, ratified and approved. ‘This Written Consent shall be added to the corporate records of this Corporation and made a part thereof, and the resolutions sot forth above shall have the same force and effect as if adopted at a meeting duly noticed and held by the Board of Directors of ti Coxporation. This Written Consent may be executed ip counterparts aud with Facsimile signatures with the effect as ifrall paties hereto had exceuted the same resolution. Alt counterparts shall be construed together and shall constitute a single Written Consent, Telecopied or email (via PDF) signatures shall be deemed to ave the samme effect as an original IN WITNESS WHEREOR, We have hezeunto set our hands as officers and director of the Comporation. Dated: April 30, 2012 ALONZO PIERCE PrresidentChief Executive Officer ancl Member of the Board Buu kK Wes BRUCE KLEIN Chief Operating Officer and Chairman of the BoardEMPERIAL AMERIK (A Florida corporation) Written Consent of Directors Action In Lieu of Meeting We, the undersigned, being two or move of the members of the Board of Directors of EMPERIAL. AMERICAS, INC., 2 Florida comporation (the “Comporation”), in accordance with the Florida Business Code, hereby adopt the following resolutions with the same foree and effect as if presented to and adopted at a meeting of the Board, duly called and hele: WHEREAS, on July, 2010, Emperial Americas, Inc. conducted a private placement memorandum offering, Such agreement ealled for the merger of Emperial Americas, Inc. into a public company at which time, investor shares woukl be converted into shares of the target public company. As result Emperia ‘Amerias acquited the majority of AAAA on March 9, 2012, and subsequently changed its name to Emperial ‘Americas, Inc.. ‘Therefore, shares purchased by investors in the private placement are now to be converted into shares in the Corporation, NOW, THEREFORE, BEIT: RESOLVED, that the Corporation is hereby authorized to issue 10,000 restricted common shares of tke Corporation to Peter M. Granat RESOLVED, thot the proper officers ofthe Corporation shall issue stock certificates for the same beating a legend to the effect thatthe shares shall not be transferred unless there is an effective registration statement fr other qualification relating to such securities under the Securities Act of 1933 ard any applicable state securities laws oF unless the Corporation receives an epinion of counse! satisfactory tothe Corporation that such registration or other qualification is not required in connection with such transfer; and FURTHER RESOLVED, thatthe proper officers of the Corporation be, and each of them hereby is, authorized and empowered, inthe name of and on behalf ofthe Corporation, to execute all such further documents, certfiates or instruments, snd to tke all such father action, as any such officer may deem necessary, proper, convenient or desirable in orto cary out each ofthe foregoing resolutions and in order to carry out cach Othe intents thereof, and that all eh actions taken by the officers of the Corporation to date in connection with the foregoing resolutions, are hereby inal espects confirmed, ratified and approved. This Written Consent shall be aude fo the corporate recor ofthis Corporation and mace a part theteof, an the resoltions st foith above shall have the same force and effect as if adopted at meoting duly noticed an! held by the Board of Directors ofthis Corporation. This Written Consent may be executed in counterparts and with facsimile signatures with the effect as itall partes hereto had executed the same resoation, All counterparts shall be construed together and shall constitute a single Written Consent. Tetecopied or email (via PDE signatures shall be deemed to have the same effec as an orginal IN WITNESS WHEREOR, We have hereunto set our hands as officers and direetor of tae Corporation, Dated: April 30, 2012 ALONZO PIERCE | DrresicentChief Executive Officer and Member of the Board BRUCE KLEIN Chief Operating Officer ancl Chairenan of the BoardEMPERIAL AMERICAS, INC. (A Florida corporation) ten Consent of Directors Action In Lieu of Meeting Wr We, the undersigned, being two oF more ofthe members of the Board of Directors of EMPERIAL, AMERICAS, INC... Florida corporation (the “Comporation”), in accordance with the Florida Business Code, hereby fddopt the following resoletions with the same Force and effect as if presented to and adopted at « meeting of the Board, duly called and hel WHEREAS, on July 1, 2010, Emperial Americas, Inc. conducted 9 private placement incmorandam offering. Sach agreement ealled for the merger of Emperial Americas, In. into a public company a Which time, investor sbares would be converted into shares of the target publie company, As cesult Emperial ‘Amerias acquired the majority of AAAA on March 9, 2012, and subsequently changed its rane to Emperial ‘Americas, Ine. ‘Therefore, shares purchased by investors in the private placement are now to be converted into shates in the Corporation. now, ERE! RESOLVED, that the Corporation is hereby authorized to issue 20,000 sestrictos common shares ‘of the Corporation 10 Panna Patel, RESOLVED, that the proper officers of the Corporation shall issue stock certificates forthe same bearing a legend to the effect that the shates shall not be transferred unless there is an effective registration statement or other qualification relating to such securities under the Securities Act of 1933 and any applicable state securities Jaws oF unless the Corporation receives an opinion of counsel satisfactory to the Corporation that such registration or, other qualification is not required in connection with such transfer; and FURTHER RESOLVED, thatthe proper officers of the Cotporation be, and each of them hereby. is, authorized and empowered, in the name oF and on behalf of the Corporation, to execute all such further ‘docuntents, cettfieates o instruments, an to take all suck further action, 2s any such officer may deem necessary, proper, convenient or desirable in order to carry out each ofthe foregoing resolutions and in onder to carry out eae bf the intents thereo!, and that all such actions taken by the officers ofthe Cotporation to date, in connection with the foregoing resolutions, are hereby in all respeets confirmed, ratified and approved. This Written Consent shall be ‘added to the corporate records ofthis Corporation and made a patt thereof, and the resolutions set forth above shall ‘ave the same force and effect as iFadopted at a meeting duly notived and held by the Board of Disectors of th Corporation. This Written Consent may be executed in counterparts ancl with facsimile signatures with the eff it all patties hereto had executed the same resolution. All eounterpetts shal be construed together and shall ‘constitute 4 single Written Consent. Telecopied or email (via PDF) signatures shall be deemed to have the same ‘fleet as an original tas IN WITNESS WHEREOF, We have hereunto set our hands as officers and director ofthe Corporation Dated: April 30, 2012 ‘ALONZO PIERCE PrresidentiChiel Executive Officer and Member of the Board Chief Operating Officer and Chairman ofthe BoardEMPERIAL AMERICAS, INC. (A Florida corporation) Written Consent of Directors Action In Lieu of Meeting We, the undersigned, being two or more of the members of the Board of Directors of EMPERIAL AMERICAS, INC,,4 Florida corporation (the “Corporation”), in accordance withthe Florida Business Code, hereby adopt the following resolutions with the same force and effect as if presented to and adopted at a meeting of the Board, duly calles and hele: WHEREAS, on July 1, 2010, Emperial Americas, inc. conlucted a private placement memorandum offering. Such agreement called for the merger of Emperial Americas, Inc. into a public company at which time, investor shares would be converted into shares of the target public company. As result Emperi Amerias acquired the majority of AAAA on March 9, 2012, and subsequently changed its mame co Emperial Americas, Ine... Therefore, shares purchased by investors in the private placement are now to be converted into shares in the Corporation, NOW, THEREFORE, RESOLVED, that the Comporation is hereby authorized to issue 80,000 restricted common shaves ofthe Corporation to Nitin Patel RESOLVED, that the proper officers of the Corporation shall issue stock certificates for dhe same bearing a legend to the effect thatthe shares shall not be transferred unless there is an effective registration statement or other qualification relating to such securities under the Securities Act of 1933 and any applicable state securities laws or unless the Corporation roceives an opinion of counsel satisfactory to the Corporation that such registration or ‘ther qualification isnot required in connection with such transfer; and FURTHER RESOLVED, that the proper officers of the Corporation be, and each of them hereby is, authorized and empowered, in the name of and on behalf of the Corporation, to execute all such further ‘documents, certificates or instruments, and to take all such further action, as any such officer may deens necessary, proper, convenient or desirable in order to carty out each of the foregoing resolutions aul in order to earry out each fof the intents thereof, and that all such actions taken by the officers of the Corporation to dat, in connection with the foregoing resolutions, ae hereby in all respects confirmed, ratified and approved. ‘This Written Consent shall be ‘add to the corporate records ofthis Corporation anid made a part thereof, ad the resolutions set forth above shall hhave the same force and effect as if adopted at a meeting duly noticed and held by the Board of Directors ofthis Corporation. This Written Consent may be executed in eounterparis and with fuesimile signatures withthe effeet as ‘fall parties hereto bad executed the same resolution. All counterparts shall be construed together and shell constitute a single Written Consent. Telecopied or email (via PDF) signatures shall be doemed to have the same effect as an original IN WITNESS WHEREOF, We have hercunto set our hands as olficers and director of the Corporation, Dated: April 30, 2012 ALONZO PIERCE jdentiChief Executive Officer and Member of the Board Chief Operating Officer anc! Chainman of the Board