IN THE CIRCUIT COURT OF THE THIRTEENTH JUDICIAL CIRCUIT OF THE STATE OF FLORIDA, IN AND FOR HILLSBOROUGH COUNTY

CIVIL DIVISION

VICTORY PARTNERS, LLC, Plaintiff, v. Case No. 14-CA-000757 TEAMNATION HOLDINGS, CORP, and ALONZO PIERCE, Defendants, And CLEARTRUST, LLC, Third Party Respondent/Property Holder _____________________________________/

ANSWER AND AFFIRMATIVE DEFENSES OF DEFENDANTS TEAM NATION HOLDINGS CORP. AND ALONZO PIERCE

Defendants, Team Nation Holdings Corp. (Team Nation), and Alonzo Pierce, by and

through their undersigned counsel, answers the Complaint as follows:

Jurisdiction and Venue

1. Admitted for jurisdictional purposes only. Defendants deny that any property was

stolen. Defendants admit that Cleartrust LLC is a stock transfer agent.

2. Admitted.

3. Denied.

4. Denied.

Introductory Paragraphs and Overview of Action

5. Denied.

6. Denied.

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7. Denied.

8. a. Denied.

b. Denied.

c. Denied.

9. a. Denied.

b. Denied.

c. Denied.

d. Denied.

e. Denied.

f. Denied.

g. Denied.

h. Denied.

10. Denied.

11. Denied.

12. Denied.

13. Defendants admit that Cleartrust was the transfer agent for Team Nation at the

time alleged in the Complaint. All other allegations in paragraph 13 are Denied.

14. Admitted.

15. Denied.

16. Denied.

17. Denied.

18. Denied.

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19. Denied.

20. Denied.

21. Without knowledge and therefore Denied.

22. Denied.

23. Denied.

24. Denied.

25. Denied.

26. Denied.

27. Admitted.

28. Defendants deny that Plaintiff has any right to the shares at issue or that the shares

properly were designated or issued to Plaintiff. Defendants also do not agree that Plaintiff has

met or can meet the requirements for entry of a temporary injunction. Since Plaintiff has sought

an injunction in response to Cleartrusts representation that it would be moving for interpleader

to place the disputed shares in the Courts registry, Defendants have not objected to the Court

taking possession of the disputed share certificates during the pendency of this litigation.

COUNT I MOTION FOR IMMEDIATE TEMPORARY INJUNCTIVE RELIEF

29. Defendants reallege and incorporate by reference their responses to paragraphs 1

through 28 of the Complaint.

30. Defendants deny that Plaintiff has any right to the shares at issue or that the shares

properly were designated or issued to Plaintiff. Defendants also do not agree that Plaintiff has

met or can meet the requirements for entry of a temporary injunction. Since Plaintiff has sought

an injunction in response to Cleartrusts representation that it would be moving for interpleader

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to place the disputed shares in the Courts registry, Defendants have not objected to the Court

taking possession of the disputed share certificates during the pendency of this litigation.

31. Defendants deny that Plaintiff has any right to the shares at issue or that the shares

properly were designated or issued to Plaintiff. Defendants also do not agree that Plaintiff has

met or can meet the requirements for entry of a temporary injunction. Since Plaintiff has sought

an injunction in response to Cleartrusts representation that it would be moving for interpleader

to place the disputed shares in the Courts registry, Defendants have not objected to the Court

taking possession of the disputed share certificates during the pendency of this litigation.

32. Defendants deny that Plaintiff has any right to the shares at issue or that the shares

properly were designated or issued to Plaintiff. Defendants also do not agree that Plaintiff has

met or can meet the requirements for entry of a temporary injunction. Since Plaintiff has sought

an injunction in response to Cleartrusts representation that it would be moving for interpleader

to place the disputed shares in the Courts registry, Defendants have not objected to the Court

taking possession of the disputed share certificates during the pendency of this litigation.

33. Defendants deny that Plaintiff has any right to the shares at issue or that the shares

properly were designated or issued to Plaintiff. Defendants also do not agree that Plaintiff has

met or can meet the requirements for entry of a temporary injunction. Since Plaintiff has sought

an injunction in response to Cleartrusts representation that it would be moving for interpleader

to place the disputed shares in the Courts registry, Defendants have not objected to the Court

taking possession of the disputed share certificates during the pendency of this litigation.

34. Defendants deny that Plaintiff has any right to the shares at issue or that the shares

properly were designated or issued to Plaintiff. Defendants also do not agree that Plaintiff has

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met or can meet the requirements for entry of a temporary injunction. Since Plaintiff has sought

an injunction in response to Cleartrusts representation that it would be moving for interpleader

to place the disputed shares in the Courts registry, Defendants have not objected to the Court

taking possession of the disputed share certificates during the pendency of this litigation.

35. Defendants deny that Plaintiff has any right to the shares at issue or that the shares

properly were designated or issued to Plaintiff. Defendants also do not agree that Plaintiff has

met or can meet the requirements for entry of a temporary injunction. Since Plaintiff has sought

an injunction in response to Cleartrusts representation that it would be moving for interpleader

to place the disputed shares in the Courts registry, Defendants have not objected to the Court

taking possession of the disputed share certificates during the pendency of this litigation.

36. Defendants deny that Plaintiff has any right to the shares at issue or that the shares

properly were designated or issued to Plaintiff. Defendants also do not agree that Plaintiff has

met or can meet the requirements for entry of a temporary injunction. Since Plaintiff has sought

an injunction in response to Cleartrusts representation that it would be moving for interpleader

to place the disputed shares in the Courts registry, Defendants have not objected to the Court

taking possession of the disputed share certificates during the pendency of this litigation.

37. Defendants deny that Plaintiff has any right to the shares at issue or that the shares

properly were designated or issued to Plaintiff. Defendants also do not agree that Plaintiff has

met or can meet the requirements for entry of a temporary injunction. Since Plaintiff has sought

an injunction in response to Cleartrusts representation that it would be moving for interpleader

to place the disputed shares in the Courts registry, Defendants have not objected to the Court

taking possession of the disputed share certificates during the pendency of this litigation.

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38. Defendants deny that Plaintiff has any right to the shares at issue or that the shares

properly were designated or issued to Plaintiff. Defendants also do not agree that Plaintiff has

met or can meet the requirements for entry of a temporary injunction. Since Plaintiff has sought

an injunction in response to Cleartrusts representation that it would be moving for interpleader

to place the disputed shares in the Courts registry, Defendants have not objected to the Court

taking possession of the disputed share certificates during the pendency of this litigation.

39. Defendants deny that Plaintiff has any right to the shares at issue or that the shares

properly were designated or issued to Plaintiff. Defendants also do not agree that Plaintiff has

met or can meet the requirements for entry of a temporary injunction. Since Plaintiff has sought

an injunction in response to Cleartrusts representation that it would be moving for interpleader

to place the disputed shares in the Courts registry, Defendants have not objected to the Court

taking possession of the disputed share certificates during the pendency of this litigation.

40. Defendants deny that Plaintiff has any right to the shares at issue or that the shares

properly were designated or issued to Plaintiff. Defendants also do not agree that Plaintiff has

met or can meet the requirements for entry of a temporary injunction. Since Plaintiff has sought

an injunction in response to Cleartrusts representation that it would be moving for interpleader

to place the disputed shares in the Courts registry, Defendants have not objected to the Court

taking possession of the disputed share certificates during the pendency of this litigation.

41. Defendants deny that Plaintiff has any right to the shares at issue or that the shares

properly were designated or issued to Plaintiff. Defendants also do not agree that Plaintiff has

met or can meet the requirements for entry of a temporary injunction. Since Plaintiff has sought

an injunction in response to Cleartrusts representation that it would be moving for interpleader

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to place the disputed shares in the Courts registry, Defendants have not objected to the Court

taking possession of the disputed share certificates during the pendency of this litigation.

42. Defendants deny that Plaintiff has any right to the shares at issue or that the shares

properly were designated or issued to Plaintiff. Defendants also do not agree that Plaintiff has

met or can meet the requirements for entry of a temporary injunction. Since Plaintiff has sought

an injunction in response to Cleartrusts representation that it would be moving for interpleader

to place the disputed shares in the Courts registry, Defendants have not objected to the Court

taking possession of the disputed share certificates during the pendency of this litigation.

43. Defendants deny that Plaintiff has any right to the shares at issue or that the shares

properly were designated or issued to Plaintiff. Defendants also do not agree that Plaintiff has

met or can meet the requirements for entry of a temporary injunction. Since Plaintiff has sought

an injunction in response to Cleartrusts representation that it would be moving for interpleader

to place the disputed shares in the Courts registry, Defendants have not objected to the Court

taking possession of the disputed share certificates during the pendency of this litigation.

44. Defendants deny that Plaintiff has any right to the shares at issue or that the shares

properly were designated or issued to Plaintiff. Defendants also do not agree that Plaintiff has

met or can meet the requirements for entry of a temporary injunction. Since Plaintiff has sought

an injunction in response to Cleartrusts representation that it would be moving for interpleader

to place the disputed shares in the Courts registry, Defendants have not objected to the Court

taking possession of the disputed share certificates during the pendency of this litigation.

COUNT II FOR ENTRY OF AN ORDER FOR WRIT OF REPLEVIN

Defendants reallege and incorporate by reference their responses to paragraphs 1 through

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44 of the Complaint.

45. Denied.

46. Denied.

47. Denied.

48. Admitted.

49. (Misnumbered as 45 in Compliant) Denied.

50. (Misnumbered as 46 in the Complaint) Denied.

51. (Misnumbered at 47 in the Complaint) Denied.

52. (Misnumbered as 48 in the Complaint) Denied.

COUNT III DECLARATORY JUDGMENT

Defendants reallege and incorporate by reference their responses to paragraphs 1 through

52 of the Complaint.

53. (Misnumbered as 49 in the Complaint) Denied.

54. (Misnumbered as 50 in the Complaint) Denied.

55. (Misnumbered as 51 in the Complaint) Denied.

56. (Misnumbered as 52 in the Complaint) Denied.

57. (Misnumbered as 53 in the Complaint) Denied.

58. (Misnumbered as 53 in the Complaint) Denied.

59. (Misnumbered as 54 in the Complaint) Denied.

60. (Misnumbered as 55 in the Complaint) Denied.

61. (Misnumbered as 56 in the Complaint) Denied.

62. (Misnumbered as 57 in the Complaint) Denied.

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AFFIRMATIVE DEFENSES

First Affirmative Defense

Plaintiff has not registered to conduct business in Florida and therefore is not authorized

to bring this action.

Second Affirmative Defense

Plaintiff is not entitled to declaratory or equitable relief due to its unclean hands.

Plaintiff sought to use the shares at issue as a vehicle to commit securities fraud through a

convertible debt scheme.

Third Affirmative Defense

Plaintiff has no right to any Team Nation shares because the alleged sellers of the shares

either did not own the shares or had not properly complied with Nevada law so as to authorize

their sale.

WHEREFORE, Defendants request that the court dismiss this action and enter judgment

in their favor.

DATED this _25th__ day of April, 2014.

_/s/ William J. Cook___________________ William J. Cook, Esquire

Florida Bar No. 986194 BARKER | COOK 501 East Kennedy Boulevard, Suite 790 Tampa, Florida 33602 Telephone: (813) 489-1001 Fax: (813) 489-1008 E-mail: wcook@barkercook.com Attorney for Defendants TeamNation Holdings Corp. and Alonzo Pierce

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CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true copy hereof has been furnished by electronic email to the following: Craig A. Huffman, Esquire, craig@securuslawgroup.com, counsel for Plaintiff; and Kenneth C. Grace, Esquire, kgrace@lashandwilcox.com, counsel for Third Party/Property Holder, this _25th__ day of April, 2014.

_/s/ William J. Cook______________ WILLIAM J. COOK, ESQUIRE

IN THE CIRCUIT COURT OF THE THIRTEENTH JUDICIAL CIRCUITOF THE STATE OF FLORIDA, IN AND FOR HILLSBOROUGH COUNTYCIVIL DIVISION