asset purchase agreement this asset purchase agreement ( this “ agreement ” ) is made and entered into this 20th day of august, 2012, between and among cirtran beverage corp., a utah corporation ( “ seller ” ) ; play beverages, llc, a utah limited liability company ( “ debtor ” ), which is in reorganization in the united states bankruptcy court for the district of utah, central division, bankruptcy no. 11 - 26046 jtm ( the “ proceedings ” ) ; and pb energy corporation, a utah corporation and the reorganized debtor pursuant to debtor ’ s plan of reorganization in the proceedings ( “ buyer ” ). recitals a. seller previously entered into an exclusive manufacturing and distribution agreement ( “ cbc distribution agreement ” ) with debtor. debtor ’ s plan of reorganization ( the “ plan ” ) filed in the proceedings provides, inter alia, that seller shall, in order to implement the plan, simultaneously enter into a settlement agreement with debtor ( the “ settlement agreement ” ) and sell certain of its assets to buyer as provided in this agreement, contingent on implementation of the plan and effective on the effective date thereof ( the “ plan effective date ” ). in accordance with the provisions of the plan, on the plan effective date and subject to the conditions set forth therein, buyer is also entering into a new license agreement with playboy enterprises international, inc. ( “ playboy ” ), under which debtor shall have the exclusive right to use playboy ’ s name and marks in connection with nonalcoholic energy drinks, energy shots, and other energy products throughout the world. capitalized terms used and defined in the plan but not defined herein shall have the meanings ascribed to them in the plan. b. seller owns certain tangible and intangible properties and rights, including : ( i ) all of its non - terminated contracts with distributors and manufacturers of the playboy energy drink ( “ product ” ), including any and all rights of noncircumvention ; ( ii ) a right to contract with and / or transact business with any past or present distributors and manufacturers notwithstanding noncircumvention provisions in terminated agreements ; ( iii ) all product - related inventory, including any and all point - of - sale items ; ( iv ) any and all tangible personal property of seller to the extent related to the product ; ( v ) all accounts, accounts receivable, and notes receivable due from non - terminated