1. Crunk roCk (Intro) :50 (Jonathan Smith)Produced by Lil Jon for BME EnterprisesRecorded by Mark Vinten at King of Crunk Studios-LA, Los Angeles, CA Mixed by Mark Vinten and Jonathan “Lil Jon” Smith at King of Crunk Studios-ATL, Atlanta, GA Lil Jizzel Music Publishing (BMI) adm. by Songs of Universal, Inc.

2. throw It up part 2 remIx (feat. Pastor Troy & Waka Flocka Flame) 5:14 (Jonathan Smith, Christopher Gholson, Craig Love, Micah Troy, William Holmes)Produced By Drumma Boy for Drum Squad Productions and Lil Jon for BME EnterprisesRecorded by Alex Newell at Music House, Atlanta, GA assisted by Mike Mosca and Mark Vinten at King of Crunk – ATL, Atlanta, GAMixed by John Fyre and Jonathan “Lil Jon” Smith at Stankonia Recording, Atlanta, GAGuitars by Craig LoveLil Jizzel Music Publishing (BMI) adm. by Songs of Universal, Inc., Young Drumma/WB Music Corp. (ASCAP), C’Amore Music/8th-Grade- Swizole Music/EMI-Blackwood (BMI), Pastor Troy Publishing (ASCAP), Ben Hill Tiger Music/8th Grade- Swole Music/EMI-April Music (ASCAP)Waka Flocka Flame appears courtesy of Asylum/Warner Brothers

3. FaLL out (feat. Travis Porter) 3:53 (Jonathan Smith, Kevin Erondu, Donquez Woods, Lakeem Mattox, Harold Duncan)Produced by KE on The Track for Makin Moves Intertaiment and Lil Jon for BME EnterprisesRecorded by Mark Vinten and Sean McCoy at Circle House Studios, Miami, FL, Kevin “KE” Erondu at Street Mix Studios, Valdosta, GA and Max Unruh at Music House, Atlanta, GA, assisted by James Smith Mixed by Ray Seay and Jonathan “Lil Jon” Smith at Patchwerk Recording, Atlanta, GA, assisted by Dee BrownLil Jizzel Music Publishing (BMI) adm. by Songs of Universal, Inc., KE on the Track/Making Moves Inc. Publishing (ASCAP), Porter House Music (BMI)

4. G waLk (feat. Soulja Boy) 3:35(Jonathan Smith, Demetrius Stewart, Dwayne Richardson, William Holmes, DeAndre Way) Produced By Shawty Redd for Be@t B@ngerz Entertainment and Lil Jon for BME EnterprisesCo Produced by D. Rich for Be@t B@ngerz Entertainment Recorded by D. Rich at Be@t Bangerz Studios, Atlanta, GA, Alex Newell and Derrick Selby at Music House, Atlanta, GA, assisted by Mike Mosca Additional Recording at Chalice Recording Studios, Los Angeles, CAMixed by John Frye and Jonathan “Lil Jon” Smith at Stankonia Recording, Atlanta, GA. assisted by Gary FlyProduction Coordination by Keke and Amy for Cookies and MilkAdditional Vocals by Shawty ReddLil Jizzel Music Publishing (BMI) adm. by Songs of Universal, Inc., Shawty Redd Songs/EMI- April Music (ASCAP), Betta Den U Publishing (BMI) adm. by Cookies and Milk, Soujla Boy Tellem Music (BMI), Ben Hill Tiger Music/8th Gr- Swole/EMI-April Music (ASCAP)Soulja Boy appears courtesy of Interscope RecordsShawty Redd appears courtesy of Be@t Bangers Entertainment

5. on De GrInD (feat. Stephen and Damian “Jr. Gong” Marley) 4:18(Jonathan Smith, Christopher Gholson, Damian Marley, William Holmes, Che Smith, Timothy Thomas, Theron Thomas) Produced By Drumma Boy for Drum Squad Productions and Lil Jon for BME EnterprisesRecorded by Alex Newell at Music House, Atlanta, GA, assisted by Max Unruh, Mark Vinten at King Of Crunk Studio-ATL, Atlanta, GA and by Mark Lee at Marley Studio, Miami, FLMixed by John Frye and Jonathan “Lil Jon” Smith at Stankonia Recording, Atlanta, GATrumpets by Darnell PhillipsAdditional Vocals by R. CityLil Jizzel Music Publishing (BMI) adm. by Songs of Universal, Inc.,Young Drumma/WB Music Corp. (ASCAP), Biddah Muzik, Inc./Universal Music-MGB Songs (ASCAP), ZNS Publishing/EMI-April Music (ASCAP), Ben Hill Tiger Music/8th-Grade-Swole Music/EMI-April Music (ASCAP), Solomon Ink/Universal Music-MGB (ASCAP), T N T Explosive Pub-lishing/Universal Music Corp. (ASCAP), Unitunes o/b/o Mantra Music Publishing (ASCAP) Contains a sample of “Your Love” as record by Lime for Polygram Records, Written by Denis LePage and Denyse Le Page, Published by Unitunes o/b/o Mantra Music Publishing (ASCAP)Damian Marley appears courtesy of Universal Republic RecordsStephen Marley appears courtesy of Universal Republic RecordsR. City appears courtesy of KonLive/Interscope Records

6. what Is Crunk roCk? (Interlude) :33 (Jonathan Smith)Produced by Lil Jon for BME EnterprisesRecorded by Mark Vinten at King of Crunk Studios-ATL, Atlanta, GA Mixed by Mark Vinten and Jonathan “Lil Jon” Smith at King of Crunk Studios ATL, Atlanta, GA Lil Jizzel Music Publishing (BMI) adm. by Songs of Universal, Inc.

7. kILLas (feat. Ice Cube, The Game, Elephant Man, & Whole Wheat Bread) 3:46(Jonathan Smith, Jayceon Taylor, O’Shea Jackson, O’Neil Bryan, William Holmes, Aaron Abraham, Joseph Largen, James Phillips)Produced By Lil Jon for BME EnterprisesRecorded by Mark Vinten at King of Crunk Studios LA, Los Angeles, CA and Studio at The Palms, Las Vegas, NV, assisted by Neeraj Khajanchi, Christian Delano at King of Crunk Studios-LA,Los Angeles, CA, Jan Nerud at The Sound Lab, Atlanta, GA, Brian Summers at Encore Studios, Burbank, CA, Ricardo Stephen at Q45 Production Studio, Kingston, Jamaica, V.I., and Dave “dizmix” Lopez at Lench Mob Studios, Los Angeles, CAMixed by John Frye and Jonathan “Lil Jon” Smith at Stankonia Recording, Atlanta, GA, assisted by Gary FlyKeys by LrocDrums, Bass & Lead Guitars by Whole Wheat BreadLil Jizzel Music Publishing (BMI) adm. by Songs of Universal, Inc., Baby Game Music/Sony ATV Songs (BMI), PicoPride Publishing (BMI), Gangsta Boogie/Universal Music Corp (ASCAP), Greensleeves Publishing Limited (ASCAP), Ben Hill Tiger Music/8th Grade-Swole Music/EMI-April Music (ASCAP), Durty Duval Music (ASCAP), Basajama Music/Air Control Music/EMI-April Music (ASCAP) The Game appears courtesy of Aftermath/GeffenIce Cube appears courtesy of Lench Mob RecordsElephant Man appears courtesy of VP RecordsWhole Wheat Bread appears courtesy of Fighting Records

8. Get In Get out 4:26(Jonathan Smith, Mitch Cohn, Noel Fisher, Eric Jackson, Deongelo Holmes, William Holmes) Produced By Catalyst for Catalyst Music, LLC. and Lil Jon for BME EnterprisesCo Produced by Detail for Krazy Box MusicRecorded by Mark Vinten at Setai Recording Studio, Miami, FL and Catalyst at Catalyst Studios, New York, NYMixed by Ray Seay and Jonathan “Lil Jon” Smith at Circle House Studios, Miami FL Lil Jizzel Music Publishing (BMI) adm. by Songs of Universal, Inc., Back to the Future Publishing (BMI), EMI Blackwood Music, Inc. o/b/o Itself and If You Need Me, Don’t Leave Me (BMI), E W C Publishing, LLC. (BMI), Da Crippler Publishing (BMI), Ben Hill Tiger Music/8th-Grade-Swole Music/EMI-April Music (ASCAP)

9. pop Dat p***y (feat. Blazed) 4:14 (Jonathan Smith, Montay Humprey, Korey Roberson, Howard Simmons, Essene Moorman) Produced by DJ Montay for Oomp Camp Productions and Lil Jon for BME EnterprisesRecorded by Alex Newell at Music House, Atlanta, GA, assisted by Mike MoscaMixed by John Frye and Jonathan “Lil Jon” Smith at Stankonia Recording, Atlanta, GALil Jizzel Music Publishing (BMI) adm. by Songs of Universal, Inc., Top Quality Publishing (BMI), Billionaire Mentality (BMI)

10. outta your mInD (feat. LMFAO) 4:11(Jonathan Smith, Skyler Gordy, Stefan Gordy)Produced By LMFAO for Party Rock and Lil Jon for BME EnterprisesRecorded by Red Foo at Party Rock Studios, Los Angeles, CA, Conor Gilligan and Red Foo at Studio at The Palms, assisted by Mark Gray, Alek Edmond and Andrew Drucker at Ameraycan Studios, North Hollywood, CAMixed by Red Foo and Jonathan “ Lil Jon” Smith at Party Rock Studios, Los Angeles,CALil Jizzel Music Publishing (BMI) adm. by Songs of Universal Inc., Party Rock (ASCAP)LMFAO appears courtesy of Interscope Records

11. rIDe Da D (feat. The Ying Yang Twins) 3:50(Jonathan Smith, Deongelo Holmes, Eric Jackson) Produced By Lil Jon for BME EnterprisesRecorded by Mark Vinten at King of Crunk Studio-ATL, Atlanta, GA, Setai Recording Studio, Miami, Fl, assisted by George Massa and Brian “B-Luv” Thomas at The Boom Boom Room Recording Studios, Burbank, CA assisted by Luis NavarroMixed by Ray Seay and Jonathan “Lil Jon” Smith at ECHO Recording Studio, Atlanta, GALil Jizzel Music Publishing (BMI) adm. by Songs of Universal, Inc., E W C Publishing, LLC. (BMI), Da Crippler Publishing (BMI)

12. ms ChoCoLate (feat. R. Kelly & Mario) 3:20(Jonathan Smith, Christopher Gholson, Robert Kelly, Claude Kelly, William Holmes)Produced By Drumma Boy for Drum Squad Productions and Lil Jon for BME EnterprisesRecorded by Mark Vinten and Jan Nerud at King of Crunk Studios-ATL, Atlanta, GA, Alex Newell at Music House, Atlanta, GA, assisted by Max UnruhAdditional Recording by Ian Mereness, Abel Garibaldi and Jeff Meeks at The Chocolate Factory, Chicago,IL and by Chris Jackson at Stankonia Recording, Atlanta, GAMixed by John Frye and Jonathan “Lil Jon” Smith at Stankonia Recording, Atlanta, GA assisted by Chris JacksonLil Jizzel Music Publishing (BMI) adm. by Songs of Universal, Inc., Young Drumma/WB Music Corp. (ASCAP), Ben Hill Tiger Music/8th Grade-Swole Music/EMI-April (ASCAP), Studio Beast Music/Warner Tamerlane (BMI) R. Kelly Publishing, Inc./Universal Music – Z Songs (BMI)R. Kelly appears courtesy of Jive RecordsMario appears courtesy of J Records

13. LIke a strIpper (feat. Pleasure P & Shawty Putt) 3:33(Jonathan Smith, William Holmes, Marcus Cooper, Robert Waller, Kwame Bucha-nan, Sean Chavis, James Hardnett)Produced By Lil Jon for BME EnterprisesRecorded by Mark Vinten at King of Crunk Studios LA, Los Angeles, CA, Setai Recording Studio, Miami, FLAdditional Recording by Ian Mercel at Setai Recording Studio, Miami, Fl, assisted by George MassaMixed by Ray Seay and Jonathan “Lil Jon” Smith at Echo Recording Studio, Atlanta, GA Lil Jizzel Music Publishing (BMI) adm. by Songs of Universal, Inc., Ben Hill Tiger Music/8th Grade-Swole Music/EMI-April (ASCAP) Black Owned Musik (ASCAP), Platinum Y2K Publishing/Warner-Tamberlane (BMI) Contains a sample of Scrub the Ground as performed by The Splat Pack on the Album Uhh!! Ohh!! (Pandisc 1993) published by Whooping Crane Music Inc. o/b/o PVS Publishing (BMI)Pleasure P appears courtesy of Atlantic RecordsShawty Putt appears courtesy of Shawty Putt Music Group

14. moIst (feat. Oobie) 4:56(Jonathan Smith, Craig Love, Lamarquis Jefferson, William Holmes, Kristal Oliver, Tenaia Sanders) Produced By Lil Jon for BME EnterprisesRecorded by Mark Vinten at Setai Recording Studio, Miami, FL, assisted by Neeraj Khajanchi and King of Crunk- ATL, Atlanta, GA Mixed by Ray Seay and Jonathan “Lil Jon “Smith at ECHO Recording Studio, Atlanta, GABackground vocals by Tytewriter and OobieGuitars by Craig LoveBass by Lamarquis JeffersonLil Jizzel Music Publishing (BMI) adm. by Songs of Universal, Inc., C’Amore Music/8th-Swizole Music/EMI-Blackwood (BMI), Me and Marq Music (ASCAP), Ben Hill Tiger/8th Grade-Swole Music/EMI-April Music (ASCAP), Fresh Paint Music Publishing/EMI-April (ASCAP) OOB Productions (ASCAP) Oobie appears courtesy of OOB Productions

15. every FreakIn nIGht (feat. Naadei) 3:30(Jonathan Smith, Naadei Lyonnais, Donald DeGrate,Jr.)Produced By Lil Jon for BME EnterprisesRecorded by Mark Vinten at King of Crunk Studios-ATL, Atlanta, GA and Downtown Music Studios, New York, NY assisted by Mark GoodellMixed by Marcella “Ms. Lago” Araica and Jonathan “Lil Jon” Smith at Chalice Recording Studio, Los Angeles, CA, assisted by Smith Carlson Additional Mixing by Mark Vinten and Jonathan “Lil Jon” Smith at Circle House Studios, Miami, FLAdditional Programming by Marcella “Ms Lago” AraicaLil Jizzel Music Publishing (BMI) adm. by Songs of Universal, Inc.,

Tallac Publishing (SACEM), De Swing Mob/EMI-April Music (ASCAP)Contains a sample of “Freak’n You” as performed by Jodeci for Uptown/MCA Records, written by Donald DeGrate, Jr. and published by De Swing Mob/EMI-April Music (ASCAP)

16. what a nIGht (feat. Claude Kelly) 3:46(Jonathan Smith, Steven Aiko, Justin Bates, Claude Kelly, William Holmes)Produced by Steve Aiko for DJ Kid Millionaire, Inc. and Lil Jon for BME EnterprisesRecorded by Mark Vinten at King of Crunk- ATL, Atlanta, GA and Justin Bates atDim Mak Wonderland Studios, Los Angeles, CAMixed by Justin Bates and Jonathan “Lil Jon” Smith at Dim Mak Wonderland Studios, Los Angeles, CALil Jizzel Music Publishing (BMI), adm. by Songs of Universal Inc., Pillowface Publishing (ASCAP), Subtractive (ASCAP), Studio Beast Music/Warner Tamerlane (BMI) Ben Hill Tiger Music/8th Grade-Swole Music/EMI-April (ASCAP)

17. shots (feat. LMFAO) 3:38(Jonathan Smith, Skylar Gordy, Stefan Gordy, Eric Delatorre)Produced By LMFAO for Party Rock Recorded by LMFAO at Ameraycan Studios, Burbank, CAMixed by Red Foo at Ameraycan Studios, Burbank, CAAdditional Vocals: Eric D’LuxLil Jizzel Music Publishing (BMI) adm. by Songs of Universal, Inc., Party Rock (ASCAP), E’Dlux Music (ASCAP) LMFAO Appears courtesy of Interscope Records

18. work It out (feat. Pitbull) 3:43 (Jonathan Smith, Armando Perez, Clyde Sergio Narain, Fabian Lenssen, Rabun Brunnings) Produced By DJ Chuckie, Dave Moreaux and Silvio Ecomo for Dirty Dutch and Lil Jon for BME EnterprisesRecorded by Mark Vinten at Recording Studio at The Palms, Las Vegas, NV,Setai Recording Studio, Miami, FL, King of Crunk Studios- ATL, Atlanta, GA as-sisted by Kevin ColeAdditional Recording at Tune Town Recordings, Amsterdam, NetherlandsMixed by DJ Chuckie, Dave Moreaux, Silvio Ecomo and Jonathan “Lil Jon” Smith at Tune Town Recordings, Amsterdam, NetherlandsLil Jizzel Music Publishing (BMI) adm. by Songs of Universal, Inc., Pitbull’s Legacy adm. by Universal- Careers (BMI) Clyde Sergio Narain -Copyright Control (ABRAMUS), EMI Music Publishing, All Stars Music (ABRAMUS) Pitbull appears courtesy of Polo Grounds/J Records

19. maChuka (feat. Mr. Catra & Mulher File) 3:11(Jonathan Smith, Cassiano Juliano, Yani De Simone Pres Da Silva, Wagner Domingues Costa, William Holmes)Produced By Kassiano for MDMA Productions and Lil Jon for BME EnterprisesRecorded by Cassiano Juliano at Nossa Studios, São Paulo, Brazil, Mark Vinten at King of Crunk Studios-ATL, Atlanta, GA and Downtown Music Studios, New York, NY assisted by Mark GoodellMixed by Ray Seay and Jonathan “Lil Jon” Smith at Echo Recording StudioLil Jizzel Music Publishing (BMI) adm. by Songs of Universal Inc., Vai Fundo Music (ASCAP) Ben Hill Tiger Music/8th Grade- Swole Music/EMI-April Music (ASCAP), Yani De Simone Pres Da Silva-Copyright Control (ABRAMUS), Wagner Domingues Costa –Copyright Control (ABRAMUS), Next Era Publishing, Universal Music PublishingContains a sample of “BE” as performed by Laidback Luke and Steve Angello, licensed courtesy of MixMash Records.Written by Lucas Van Scheppingen, Steve Fragogiannis Josefsson and published by Next Era Publishing and Universal Music Publishing

20. hey (feat. 3OH!3) 3:35(Jonathan Smith, Lukasz Gottwald, Sean Foreman, Nathaniel Motte, William Holmes) Produced By Dr. Luke for Kasz Money Productions, Inc. Co-Produced by 3OH!3 for Master Falcon, LLC./Dick Jams, LLC. and Lil Jon for BME EnterprisesRecorded by Emily Wright and Sam Holland at Nightbird Recording Studio, Los Angeles, CA and Conway Recording Studios, Los Angeles, CA assisted by Tatiana GottwaldAdditional Recording by Mark Vinten at King of Crunk-LA, Los Angeles, CAVocal Editing by Emily WrightMixed by Serban Ghenea at MixStar Studios, Virginia Beach, VA Mixing Engineer: John Hanes assisted by Tim RobertsAll Instruments and Programming by Dr. Luke and Nathaniel MotteProduction Coordination by Irene Richter, Vanessa Siberman and Megan DennisLil Jizzel Music Publishing (BMI), adm. by Songs of Universal Inc., Kasz Money Publishing (ASCAP), EMI Blackwood Music, Inc. O/B/O Itself, Master Falcon Music and Dick Jams (BMI) Ben Hill Tiger/8th Grade-Swole Music/EMI-April Music (ASCAP)3OH!3 Courtesy of Photo Finish Records

Executive Producer: Jonathan “Lil Jon” Smith

A/R: Jonathan “Lil Jon” Smith

A/R Consultant: Wendy Goldstein

A/R Album Coordination and Administration by: Amy Johnson and

Makeda “Keke” Smith for Cookies and Milk, LLC.

Album Mastered by: Glenn Schick for Glenn Schick Mastering, Atlanta, GA

Additional Mastering by: Tom Coyne at Sterling Sound,NY, NY, DJ Chuckie,

Dave Moreaux and Silvio Ecomo at Tune Town, Amsterdam, Netherlands and

LMFAO at Ameraycan Studios, Burbank, CA

Legal: Douglas J. Davis,Esq. and Motisola Zulu, Esq. for The Davis Firm, PLLC.

Sample Clearances by: Deborah Manis-Garner and Allison Garner

for DMG Clearances.

Photography: Tyler Clinton

Models: Slade Smith and William “Shawty Putt” Holmes

For Booking Information Contact: Royal Agency Inc. 678.298.0442

twitter.com/liljon

facebook.com/liljon

myspace.com/liljon

P&C 2010 Universal Republic Records, a Division of UMG Recordings, Inc., 1755 Broadway, New York, NY 10019. Distributed by Universal Music Distribution. All rights reserved. FBI Anti-Piracy Warning: Unauthorized copying is punishable under federal law.