The authorized capital stock of the Company consists of seven hundred sixty million (760,000,000) shares, of which seven hundred fifty million (750,000,000) shares are designated as Common Stock, and ten million (10,000,000) shares are designated as preferred stock, par value $0.001 (" Preferred Stock "). The Company has 10,255,626 shares of Common Stock issued and outstanding as of September 10, 2015 and no shares of Preferred Stock issued and outstanding as of the Effective Date. All of such outstanding shares have been validly issued and are fully paid and nonassessable. The Common Stock is currently quoted by the OTC Markets on the Pink Sheets under the trading symbol "ACTL." Except as set forth in Schedule 4.4 attached hereto, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as set forth in Schedule 4.4 attached hereto, as of the date hereof: (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries, or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries; (ii) there are no outstanding debt securities; (iii) there are no outstanding registration statements; (iv) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to this Agreement); and (v)there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein. The Company has furnished or made available to the Investor true and correct copies of the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the " Certificate of Incorporation "), and the Company's By-laws, as in effect on the date hereof (the " By-laws "), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.