Exhibit 10.1


 





AGREEMENT AND PLAN
OF MERGER


 


This AGREEMENT AND
PLAN OF MERGER dated as of March 31st, 2012 ( the “PLAN”) by and between Reinsurance Technologies Ltd., a Delaware
corporation, ("RSRN") and Ludvik Holdings, Inc ("LUDVIK"), a Delaware corporation, (the "Surviving Corporation",
and together with LUDVIK, the "Constituent Corporations").


 


WHEREAS, the Boards
of Directors and a majority of the shareholders of RSRN and LUDVIK have agreed to merge with and into LUDVIK pursuant to the terms
and conditions of this Agreement and in accordance with Delaware law;


 


WHEREAS, the Constituent
Corporations have agreed to merge pursuant to and in accordance with this Agreement with the surviving corporation to be LUDVIK.


 


WHEREAS, the PLAN contemplates
certain conditions subsequent to the merger which are integral to this agreement, the merger is contingent on the fulfillment of
the conditions subsequent as described herein. If these subsequent conditions are not met in every respect, Ludvik agrees to unwind
the merger in a manner that will put each party and entity to the merger back into the each same economic and legal condition each
party and entity enjoyed prior to the merger at Ludvik’s sole cost and expense.


 


NOW, THEREFORE, in
consideration of the premises and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE I


 


THE MERGER


 


Section 1.1. The Merger
PLAN. RSRN shall merge with and into LUDVIK (the "Merger"). LUDVIK shall be the surviving corporation in the Merger,
and at the Effective Time (as defined below), the separate existence of RSRN shall cease. The corporate existence of LUDVIK, with
its purposes, powers and objects, shall continue unaffected and unimpaired by the Merger, and as the surviving corporation as attached
hereto as Annex A. LUDVIK shall succeed to all rights and assets of RSRN and provide for and carry out—as described herein—the
transfer of the RSRN assets and assumption of RSRN liabilities to ReTech Solutions, Inc. ("ReTech"), a new corporation
to be formed by LUDVIK prior to the Merger.


 


Following the signing
of this agreement, LUDVIK shall have a contingency period of 87 days to (1) negotiate with RSRN creditors subject to the completion
of the PLAN and (2) to evaluate the economic and technical feasibility of RSRN’s existing software planned to provide services
to the insurance and reinsurance industry. The contingency period expires when (a) Ludvik causes capital in the minimum amount
of $2.5 million to be placed in escrow with Akerman Senterfit as one of the conditions subsequent to the merger, or (b) June 30th,
2012, unless that date is extended in writing by the parties.


 






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The merger is contingent
in every respect upon the fulfillment of the specified conditions subsequent to the merger:


 


The entire sequence
of events, beginning with the merger, is contingent on the capital contribution of $2.5 million being placed in escrow and thereafter
made available to ReTech as part of the goal of the parties to complete and sell ReTech’s first two (2) software products
and to purchase all the furniture, equipment, and supplies currently owned by RSRN for $25,000; When the escrow funding is complete,
the merger ensues and Ludvik shall succeed to all rights and assets of RSRN. After the merger—but before the conditions subsequent—Ludvik
agrees to take no corporate actions whatsoever that change its absolute obligation to perform each of the conditions subsequent
to the merger.


 


THE CONDITIONS SUBSEQUENT


 


		 	i.            Ludvik shall provide for the
transfer of the RSRN assets and assumption of RSRN liabilities to ReTech;



 


		 	ii.            Ludvik shall provide for
the issuance of (a) shares of ReTech as provided in Sections 1.5, 1.11, 1.12 and 1.13 and (b) the payments and notes set out in
ARTICLE II;



 


		 	iii.            Ludvik shall spin out ReTech
with the $2.5 million in unimpaired capital in accordance with Section 6058(b) and Section 414(r) of
the Internal Revenue Code.



 


Section 1.2. The Effective
Time. The Merger shall become effective (the "Effective Time") upon the filing of a certificate of merger executed by
LUDVIK and RSRN with the Secretary of State of the State of Delaware in accordance with Delaware law in the form attached as Annex
B.


 


Section 1.3. Certificate
of Incorporation of the Surviving Corporation. The Certificate of Incorporation of LUDVIK shall, as of the Effective Time, be the
Certificate of Incorporation of the Surviving Corporation until duly amended.


 


Section 1.4. Formation
of ReTech Inc. Prior to the Effective Time LUDVIK shall form ReTech in the State of Delaware.


 


Section 1.5. Shares
of ReTech. All shareholders of RSRN, other than Resurgence Partners, LLC, constituting approximately 8.75% of the current RSRN
shareholders, shall receive one share of ReTech for each share of RSRN held by such shareholders.


 


Section 1.6. By-Laws.
The By-Laws of LUDVIK shall, as of the Effective Time, be the By-Laws of the Surviving Corporation until duly amended.


 






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Section 1.7 Surviving
Corporation Officers and Directors. At the Effective Time, the directors and officers of the Surviving Corporation shall be as
follows:


 


		Name	Position(s)



 


		Frank Kristan	Chairman of the Board of Directors, President and Chief
Executive Officer, Secretary and Treasurer



 


Section 1.8 ReTech
Officers and Directors. The officers and directors of ReTech shall be as follows:


 


		Name	Position(s)



 


		Peter M. Buccieri	Chairman of the Board of Directors, Chief Executive Officer,
Acting President and Treasurer



 


		Ernest Stern	Secretary



 


The terms and classes
of the RSRN directors shall be determined by the Board of Directors of the Surviving Corporation and the terms and classes of ReTech
shall be determined by the Board of Directors of ReTech.


 


Section 1.9. Required
Approvals. This Agreement shall have been adopted and approved by the stockholders of LUDVIK and RSRN in accordance with Delaware
law.


 


Section 1.10. Corporate
Name. The name of the Surviving Corporation shall be Ludvik Holdings, Inc.


 


Section 1.11. LUDVIK
Ownership in ReTech. LUDVIK, for providing the services and capital defined herein, shall receive 10% of issued and outstanding
shares of ReTech common stock.


 


Section 1.12. Ownership
of Common Stock of ReTech. Resurgence Partners, LLC, the initial owner of 91.25% of the issued and outstanding shares of RSRN,
has distributed the RSRN Shares to Gary A Rubel (“GAR”), Richard A Sulsberger (“RAS”) and Joel H Bernstein
(“JHB”). GAR, RAS, and JHB holders shall receive 15% of the issued and outstanding
shares of Retech common stock, to be allocated pro rata to the percentage of the shares currently owned by each of the holders.


 






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ARTICLE II


 


EXCHANGE AND REDEMPTION OF SHARES


 


Section 2.1. Effect
of the Merger on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Constituent
Corporations or the holders of any capital stock thereof, the following shall occur:


 


(a) Outstanding Common
Stock of RSRN. All issued and outstanding shares of common stock of RSRN shall remain outstanding shares of LUDVIK common stock
on a one-for-one basis.


 


(b) Outstanding Series
A Preferred Stock of RSRN. The 500,000 shares issued and outstanding of the RSRN Series A Preferred Stock shall be redeemed by
the issuance of $500,000 in the form of cash in the amount of $95,000 and a LUDVIK 7 % Convertible Redeemable Secured Note due
October 31, 2013 in the principal amount of $405,000 (the "Series A Note") in the form attached hereto as Annex C. The
Series A Note shall be convertible into LUDVIK Common Stock at a 20% discount to the closing price. The Series A Note, payable
to Resurgence Partners, LLC, is to be secured by 4,050,000 shares of LUDVIK’s common stock and LUDVIK'S corporate guaranty
of full recourse to the assets of LUDVIK. If the note holder elects not convert his note to stock, LUDVIK must meet its note obligation
(a) in full in cash, or (b) by buying back the 4,050,000 shares of its common stock pledged to note holder as additional security
for $.10 per share.


 


(c) Outstanding Series
B Preferred Stock of RSRN. The 500,000 shares issued and outstanding of the RSRN Series B Preferred Stock shall be redeemed by
the issuance of $50,000 in the form of a LUDVIK 7 % Convertible Redeemable Secured Note due December 31, 2013 (the "Series
B Note") as attached hereto as Annex D or payment of $0.10c per share in cash at the option of the company. The Series B Note
shall be convertible into LUDVIK Common Stock at a 20% discount to the closing price, with a floor of $0.10 and secured by the
issuance of 500,000 shares of LUDVIK common stock.


 


(d) Continuance of
Common Stock of LUDVIK. Each share of LUDVIK common stock that is issued and outstanding immediately prior to the Effective Time
shall continue to be issued and outstanding.


 


Section 2.2. Closing
of Transfer Books. From and after the Effective Time, the stock transfer books of RSRN shall be closed and no transfer of any capital
stock of RSRN shall thereafter be made. LUDVIK, as the surviving corporation, shall be the holder of the stock transfer books and
provide for the transfer of the capital and stock to ReTech Inc. Directors and its shareholders, as defined above, subsequent to
the effective date of the merger.


 






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Section 2.3 Condition
Precedent. This Agreement shall not be effective until the receipt of the $2,500,000 capital contribution by Retech Solutions from
LUDVIK under section 1.13.


 


ARTICLE III


 


REPRESENTATIONS AND WARRANTIES


 


Section 3.1. Representations
and Warranties. Each party hereby represents and warrants to the other that such party: (i) is a corporation duly organized and
in good standing in its jurisdiction of incorporation; (ii) has obtained the approval of its board of directors to effect the Merger;
and (iii) has full power and authority to execute, deliver and perform this Agreement.


 


ARTICLE IV


 


CLOSING CONDITIONS; THE CLOSING


 


Section 4.1. Closing
Conditions. (a) The consummation of the Merger and the other transactions provided herein is conditioned upon the satisfaction
of the following conditions: (i) The capital contribution for $2,500,000 shall have been made to ReTech; (ii) each party shall
have obtained the approval of the agreement and plan of merger by a majority of its shareholders; (iii) the Effective Date under
the Plan shall have occurred and (iv) in the event that the closing has not been completed, on or before June 30, 2012, or extended
by written agreement of both parties, this agreement shall terminate and be null and void.The parties shall use their commercially
reasonable efforts to satisfy the foregoing conditions.


 


ARTICLE V


 


TERMINATION OR ABANDONMENT OF MERGER


 


Section 5.1. Termination.
This Agreement may be terminated or the Merger abandoned at any time prior to the Effective Time by the Board of Directors of LUDVIK,
if the Board of Directors of LUDVIK shall determine for any reason that the consummation of the transactions contemplated hereby
would be inadvisable or not in the best interests of LUDVIK or its shareholders.


 


ARTICLE VI


 


AMENDMENTS


 


Section 6.1. Amendments.
At any time prior to the Effective Time, the parties hereto may by written agreement amend, modify or supplement any provision
of this Agreement, provided that no such amendment, modification or supplement may be made if, in the sole judgment of the Board
of Directors of LUDVIK, it would adversely affect the rights and interests of LUDVIK's shareholders in any material respect.


 



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ARTICLE VII


 


ACCOMPLISHMENT OF MERGER


 


Section 7.1. Further
Assurances. The parties hereto each agree to execute such documents and instruments and to take whatever action may be necessary
or desirable to consummate the Merger.


 


ARTICLE VIII


 


MISCELLANEOUS PROVISIONS


 


Section 8.1. Governing
Law. This Agreement shall be construed under and in accordance with the laws of the State of Delaware applicable to contracts to
be fully performed in such State, without giving effect to choice of law principles.


 


Section 8.2. Headings.
The headings set forth herein are for convenience only and shall not be used in interpreting the text of the section in which they
appear.


 


Section 8.3. Binding
Effect; Successors and Assigns. This Agreement may not be assigned by either party without the written consent of the other party;
this Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the parties
hereto.


 


Section 8.4. Counterparts.
This Agreement may be executed in separate counterparts, each of which, when so executed, shall be deemed to be an original, and
such counterparts when taken together shall constitute but one and the same instrument.


  


Section 8.5. Extensions
of Time. At any time prior to the Effective Time, the parties hereto may, by written agreement, extend time for the performance
of any of the obligations or other acts of the parties hereto.


 


Section 8.6. Merger
Agreement. A copy of this Agreement is on file at the principal place of business of LUDVIK and will be furnished by the Surviving
Corporation, on request and without cost, to any stockholder or shareholder of either Constituent Corporation.


 


Section 8.7. Reimbursement
of Expenses. Any expenses that LUDVIK requires RSRN to incur to further the Agreement, shall be paid by LUDVIK, irrespective of
whether the transaction closes. LUDVIK shall not be reimbursed by RSRN for the expenses incurred by LUDVIK. RSRN shall not pay
or reimburse any of the expenses related to this Agreement and Plan of Merger. LUDVIK shall be responsible to pay its own expenses
related to this Agreement and Plan of Merger.


 






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IN WITNESS WHEREOF,
Reinsurance Technologies, Ltd. and Ludvik Holdings, Inc. have caused this Agreement to be signed by their respective officers thereunto
duly authorized as of the day first above written.


 


 


	 	LUDVIK HOLDINGS, INC.


 


By: 


 


Name: Frank Kristan


 


Title: President


 


 


 


REINSURANCE TECHNOLOGIES,
LTD.


 


By:_/s/ Peter Buccieri________________________


 


Name: Peter Buccieri


 


Title: President and
CEO


 


RETECH SOLUTIONS, INC.


 


By:_/s/ Joel
H. Bernstein_____________________ 


 


Name: Joel H. Bernstein


 


Title: President








  


 


 



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CERTIFICATION OF SECRETARY


 


The undersigned, as
Secretary of LUDVIK HOLDINGS, Inc., hereby certifies that a majority of the outstanding stock of LUDVIK HOLDINGS, Inc. was voted
in favor of the aforesaid Merger pursuant to and in accordance with the terms of the above Agreement and Plan of Merger.


 





_____________________


 


Secretary


 


 


 


 


 


 


 


 


 


CERTIFICATION OF SECRETARY


 


The undersigned, as
Secretary of REINSURANCE TECHNOLOGY LTD, hereby certifies that a majority of the outstanding stock of REINSURANCE TECHNOLOGY LTD
was voted in favor of the aforesaid Merger pursuant to and in accordance with the terms of the above Agreement and Plan of Merger.


 


 


 


_____________________


 


Secretary


 


 


 


 






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 CERTIFICATE OF RESOLUTION


 


The members of the
Board of Directors of Ludvik Holdings, Inc. (the “Company”), a Delaware Corporation, do hereby certify that the following
resolution is a true and correct copy of a resolution duly adopted pursuant to a Meeting of the Board of Directors of the Company
held on March 31, 2012.


 


WHEREAS, the Company
has entered into an Agreement and Plan of Merger (“Agreement”) dated March 31, 2012 with Reinsurance Technology Ltd;


 


WHEREAS, the Company
has received the written consent from Ludvik Nominees Pty Ltd, a shareholder of record of the Company representing a 77.7% ownership
interest in the Company to enter into the Agreement.


 


RESOLVED, that the
Agreement, is hereby approved subject to the terms and conditions as outlined;


 


FURTHER RESOLVED, that
Frank Kristan, as President of the company, is authorized to take any and all actions that may be necessary to carry out the foregoing
resolutions.


  


 


WITNESS my hand and
seal of the Company this 31st day of March, 2012.


 


 


 


The following being the Sole Director of
the Corporation, does hereby agree to this Resolution:


 


 


 





		Frank Kristan	3/31/12
	 	 	 
	Signature	Frank Kristan	Dated







  


 






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 CERTIFICATE OF SHAREHOLDER RESOLUTION


 


The majority of shareholders
of Ludvik Holdings, Inc (the “Company”), a Delaware Corporation, do hereby certify that the following resolution is
a true and correct copy of a resolution duly adopted on March 31, 2012.


 


WHEREAS, Frank Kristan
is 100% owner of Ludvik Nominees Pty Ltd;


 


WHEREAS, Ludvik Nominees
Pty Ltd is a shareholder of record of the Company representing 77.7% of the outstanding common shares (“Shareholder”);


 


WHEREAS the Board of
Directors proposed to enter into an Agreement and Plan of Merger with Reinsurance Technologies Ltd;


 


RESOLVED, the Shareholder,
holding a majority of the issued and outstanding shares hereby approves the Agreement and Plan of Merger and therefore it is;


 


FURTHER RESOLVED, that
Frank Kristan is authorized to take any and all actions that may be necessary to carry out the foregoing resolutions.


 


WITNESS my hand and
seal of the Company this 31st day of March, 2012.


 


 


 


The following being the majority of the
shareholders, do hereby agree to this Resolution:


 


 





 





		President	3/31/12
	 	 	 
	Signature	Ludvik Nominees Pty Ltd	Dated










 


 






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CERTIFICATE OF RESOLUTION


 


The members of the
Board of Directors of Reinsurance technology Ltd. (the “Company”), a Delaware Corporation, do hereby certify that the
following resolution is a true and correct copy of a resolution duly adopted pursuant to a Meeting of the Board of Directors of
the Company held on March , 2012.


 


WHEREAS, the Company
has entered into an Agreement and Plan of Merger with Ludvik Holdings, Inc (“Agreement”) dated March 31, 2012;


 


WHEREAS, the Company
has received the written consent from Resurgence Partners LLC, the owner of 100% interest in the Series A preferred stock of the
Company to enter into the Agreement and the written consent from the shareholders of record representing a 91.25% ownership interest
in the common stock to enter into this Agreement.


 


RESOLVED, that the
Agreement is hereby approved subject to the terms and conditions as outlined;


 


FURTHER RESOLVED, that
___________________________, is authorized to take any and all actions that may be necessary to carry out the foregoing resolutions.


 


WITNESS my hand and
seal of the Company this __ day of March, 2012.


 


The following being the Directors of the
Corporation, does hereby agree to this Resolution:


 


 





	 	 	 	 	 	 
	Signature	 	Name:    	 	Dated	 
	       	 	 	 	 	 
	 	 	 	 	 	 
	Signature	 	 Name 	 	Dated	 
	 	 	 	 	 	 
	Signature	 	 Name	 	Dated	 
	 	 	 	 	 	 
	Signature	 	 Name	 	Dated	 







 


 


 






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CERTIFICATE OF MEMBERS RESOLUTION


 


The majority of the
members of Resurgence Partners LLC, a Delaware Corporation, do hereby certify that the following resolution is a true and correct
copy of a resolution duly adopted on March__ , 2012.


 


WHEREAS, Resurgence
Partners LLC is a shareholder of record of 100% of the outstanding Series A preferred shares of Reinsurance Technologies Ltd.,
a Delaware corporation, ("RSRN") (“RSRN Preferred Shareholder”);


 


WHEREAS, Gary A Rubel,
Richard A Sulsberger and Joel H Bernstein are the owners of 91.25% of the issued and outstanding common shares of RSRN (“RSRN
Common Shareholders”);


 


WHEREAS the RSRN Board
of Directors proposed to enter into an Agreement and Plan of Merger with Ludvik Holdings, Inc.;


 


RESOLVED, the RSRN
Preferred Shareholder and RSRN Common Shareholders, holding a majority of the issued and outstanding common shares and Series A
preferred shares hereby approves the Agreement and Plan of Merger with Ludvilk Holdings, Inc. and therefore it is;


 


FURTHER RESOLVED, that
________________________________ is authorized to take any and all actions that may be necessary to carry out the foregoing resolutions.


 


WITNESS my hand and
seal of the Company this ___ day of March, 2012.


 


The following being the majority of the
members, do hereby agree to this Resolution:


 





 





	 	 	 	 	 	 
	Signature	 	Name:    	 	Dated	 
	       	 	 	 	 	 
	 	 	 	 	 	 
	Signature	 	 Name 	 	Dated	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	Signature	 	 Name	 	Dated	 










  





 






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Annex A


 


 


 


 


 


 


 


 


 


 


 


 


LUDVIK HOLDINGS, INC


 


FINANCIAL STATEMENTS


 


PERIOD ENDED SEPTEMBER 30, 2011


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



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FINANCIAL INFORMATION


 


The Financial Statements of the Company
filed with this report were prepared by management and commence on the following page, together with related Notes. In the opinion
of management, the statements fairly present the financial condition of the Company.


 


Ludvik Holdings, Inc


As of September 30, 2011


 


ASSETS


 


	ASSETS	 	 	 	 
	Cash and Cash Equivalents	 	$	8,351	 
	Investments at Fair Value	 	 	 	 
	Control Investments at cost	 	 	11,884,077	 
	Non Control Investments at market	 	 	6,746,666	 
	 	 	 	 	 
	TOTAL ASSETS	 	$	18,639,094	 
	 	 	 	 	 
	LIABILITIES and STOCKHOLDERS' EQUITY	 	 	 	 
	 	 	 	 	 
	CURRENT LIABILITIES	 	 	 	 
	Accounts Payable	 	$	18,818	 
	TOTAL LIABILITIES	 	$	18,818	 
	STOCKHOLDERS' EQUITY	 	 	 	 
	Common stock, $0.0001 par value; 500,000,000 shares 
Authorized and 455,324,175 shares issued; 
Preferred stock, $0.0001 par value; 100,000,000 shares 
Authorized and -0- shares issued	 	 	 	 
	Opening Balance Equity	 	$	9,178,769	 
	Additional paid in capital	 	$	9,441,507	 
	 	 	 	 	 
	TOTAL STOCKHOLDERS' EQUITY	 	$	18,620,276	 
	 	 	 	 	 
	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	 	$	18,639,094	 



 


The accompanying notes are an integral part of financial statements.


 


 



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Ludvik Holdings, Inc


Period January 1, 2011 to September 30,
2010


(Unaudited)


 


STATEMENT OF OPERATIONS


 


	OPERATING INCOME	 	 	 
	 	 	 	 
	Fee Income	 	$	780,820	 
	Dividend Income	 	 	-	 
	Total Income	 	$	780,820	 
	 	 	 	 	 
	OPERATING EXPENSES	 	 	 	 
	 	 	 	 	 
	Administration	 	$	54,452	 
	Investments	 	 	390,000	 
	Consulting	 	 	60,000	 
	Management Fee	 	 	270,000	 
	Legal	 	 	2,500	 
	Total Expenses	 	 	776,952	 
	Operating Profit (Loss)	 	$	3,868	 
	 	 	 	 	 
	Tax Benefit (Expense)	 	$	3,868	 
	 	 	 	 	 
	Deferred Tax Credit	 	$	(11,454,982	)
	 	 	 	 	 
	Total Tax Benefit	 	$	(11,451,114	)



 


The accompanying notes are an integral part of financial statements.


 


 



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 Ludvik Holdings, Inc


Notes To Financial Statements


As of September 30, 2011


 


NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


 


	A.	Organization and Business Operations


 


Ludvik Holdings, Inc as the successor company
by merger to Ludvik Capital, Inc, and Ludvik Nominees Pty Ltd ("the Company") was incorporated in the State of Delaware
on March 30, 2010 to serve as a vehicle to effect the Asset Purchase and Property Transfer Agreement and Plan of Merger between
Ludvik Capital, Inc, Ludvik Nominees Pty Ltd with the surviving corporation being Ludvik Holdings, Inc.


 


	B.	Basis of Presentation


 


The accompanying financial statements have
been prepared by the Company in accordance with generally accepted accounting principles in the United States. Certain information
and footnote disclosures normally included in financial statements, prepared in accordance with generally accepted accounting principles,
have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures in these financial
statements are adequate and not misleading.


 


In the opinion of management, the financial
statements contain all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the Company's
financial position as of September 30, 2011 and is not necessarily indicative of the results for any future period.


 


	C.	Cash and Cash Equivalents


 


For purposes of the statement of cash flows,
the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.


 


	D.	Investments at Fair Value


 


Control Investments at Cost


 


	ACRE/Real Estate	 	$	2,521,705	 
	Avenger Boats	 	$	1,020,794	 
	Family Support Payment Corporation	 	$	676,597	 
	Patriot Advisors Inc	 	$	7,664,981	 
	 	 	 	 	 
	Total:	 	$	11,884,077	 
	  
Non Control Investments at Market	 	 	 	 
	 	 	 	 	 
	Island Residences Club, Inc 
750,000 common shares @ $1.00	 	$	750,000	 
	 	 	 	 	 
	Adroit Utilities, Inc 
Secured Convertible Note - Principal + 6%pa interest	 	$	677,166	 
	 	 	 	 	 
	SS Group Note 
Principal $2,500,000+ 11%pa interest	 	$	2,500,00	 
	 	 	 	 	 
	FASTA, Inc 
4.95% interest, accrued $30,000 fee	 	$	79,500	 
	 	 	 	 	 
	New World Energy Holdings, Inc 

10,000,000 Common Shares @ $0.25 per share             	 	$	2,500,000	 
	 	 	 	 	 
	Greener Wind Solutions, Inc  1,000,000 common shares @ $0.195 per share

	 	$	240,000	 
	 	 	 	 	 
	Total:	 	$	6,746,666	 



 


 






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The Investments consist of the cost basis
for the investments in real estate, ACRE, Avenger Boats, Child Support Payment Corporation and Patriot Growth Fund, LP. The Investments
at Fair Value also include the holdings of Patriot Advisors, Inc and Templar Corporation as they specifically relate to loans to
Unitech Industries, Inc, holdings in Prepaid Systems Inc and investment in the Patriot Growth Fund that were acquired through the
merger.


 


Subsequent investments were made into (i)
New World Energy Holdings, Inc that has acquired property near Bakersfield, Ca with oil and gas reserves. An independent valuation
of the oil and gas reserves on the property, with oil at $60 per barrel and natural gas at $4/mcf, indicate that their value is
in excess of $25 million dollars and;


(ii) Greener Wind Solutions, Inc for providing
services and capital. Greener Wind Solutions, Inc has an agreement with Ming Yang Wind Power USA, Inc (NYSE: MY) to be the sales
representative for Ming Yang wind turbines in the United States.


 


	E.	Income Taxes


 


The Company accounts for income taxes under
the Financial Accounting Standards Board of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("Statement
109"). Under Statement 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable
to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.


 


The company has $11,526,091 in tax loss carry forwards from
the merger consisting of a tax loss carry forward of:


	(i)	$ 8,426,091 on the Cybersentry investment,


 


	(ii)	$ 2,000,000 on the Prepaid Systems, Inc investment,


 


	(iii)	$    600,000 on the Unitech Industries, Inc investment and


 


	(iv)	$    500,000 on the Patriot Growth Fund Partnership interest.


 


NOTE 2. STOCKHOLDERS' EQUITY


 


	A.	Preferred Stock


 


The Company is authorized to issue 100,000,000 shares of preferred
stock at $0.0001


 


	B.	Common Stock


 


The Company is authorized to issue 500,000,000 shares of common
stock at $0.0001 par value.


 


	 C.	Warrant and Options


 


There are no warrants or options outstanding to issue any additional
shares of common stock.


 


	D.	Subsequent Events


 


Not applicable


 






    	17



    	 	



    
 


NOTE 3. Management's Discussion and Analysis - Plan of Operation.


 


The following discussion should be read
in conjunction with the information contained in the financial statements of the Company and the Notes thereto appearing elsewhere
herein.


 


Results of Operations - As of September
30, 2011


 


The operations of Ludvik Holdings, Inc
(“LHI”) include consulting services, making investments in public and private companies. LHI provides consulting services,
long-term equity and debt investment capital to fund growth, acquisitions and recapitalization of small and middle-market companies
in a variety of industries primarily located in the U.S. LHI makes active or passive investments in common and preferred stock
and warrants or rights to acquire equity interests; in addition to senior and subordinated loans; or convertible securities. Ludvik
Holdings, Inc serves as a lead investor for transactions, as well as a co-investor in companies along with other equity sponsors.


 


The Company has $8,351 in cash and cash
equivalents as of September 30, 2011 and investments of $18,630,743.


 


STATEMENT REGARDING FORWARD-LOOKING INFORMATION


 


This report contains various forward-looking
statements that are based on the Company's beliefs as well as assumptions made by and information currently available to the Company.
When used in this report, the words "believe," "expect," "anticipate," "estimate" and similar
expressions are intended to identify forward-looking statements. Such statements may include statements regarding seeking business
opportunities, payment of operating expenses, and the like, and are subject to certain risks, uncertainties and assumptions which
could cause actual results to differ materially from projections or estimates contained herein. Factors which could cause actual
results to differ materially include, among others, unanticipated delays or difficulties in location of a suitable business acquisition
candidate, unanticipated or unexpected costs and expenses, competition and changes in market conditions, lack of adequate management
personnel and the like. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those anticipated, estimated or projected. The Company cautions again placing
undue reliance on forward-looking statements all of that speak only as of the date made.


 


 NOTE 4. Controls and Procedures.


 


The Company maintains a system of controls
and procedures designed to provide reasonable assurance as to the reliability of the financial statements and other disclosures
included in this report, as well as to safeguard assets from unauthorized use or disposition. As of September 30, 2011, the Company's
Chief Executive Officer and principal financial officer has evaluated the effectiveness of the design and operation of the Company's
disclosure controls and procedures. Based upon that evaluation, the Company's Chief Executive Officer and principal financial officer
concluded that the Company's disclosure controls and procedures are effective. There have been no significant changes in the Company's
internal controls or in other factors which could significantly affect internal controls subsequent to the date the Company carried
out its evaluation.


 


PART II -- OTHER INFORMATION


 


Item 1. Legal Proceedings.


 


The company may become involved in legal
proceedings in the normal course of business. The Company is unaware of any legal proceedings against it that would materially
affect its operations.


 


Item 2. Changes in Securities.


 


Not applicable.


 


Item 3. Defaults upon Senior Securities.


 


Not applicable.


Item 4. Submission of Matters to a Vote of Security Holders.


 


Not applicable.


 






    	18



    	 	



    
 


 


Item 5. Other Information.


 


Not applicable.


 


Item 6. Exhibits and Reports


 


None


 


 


 


 SIGNATURES


 


The company caused this financial report to be signed on its
behalf by the undersigned, thereunto duly authorized.


 


 


Ludvik Holdings, Inc


(Company)


 


 


	By:  	/s/ Frank Kristan	 
	Name:  	Frank J. Kristan	 
	Title:	President	 
	 	 	 	 


 


Dated: September 30, 2011.


 






    	19



    	 	



    
 


 Annex B


 


CERTIFICATE OF MERGER


Merging


LUDVIK HOLDINGS, INC


(a Delaware corporation)


into


REINSURANCE TECHNOLOGY LTD


(a Delaware corporation)


 


The undersigned corporation
organized and existing under and by virtue of Delaware Law does hereby certify that:


 


FIRST: The names and
states of incorporation of the constituent corporations in the Merger (as defined below) are Reinsurance Technology Ltd ("RSRN")
and Ludvik Holdings, Inc, a Delaware Corporation (“Ludvik), together the "Constituent Corporations").


 


SECOND: The Agreement
and Plan of Merger (the "Merger Agreement") dated as of March 5, 2012 by and between RSRN and LUDVIK providing for the
merger of RSRN with and into LUDVIK (the "Merger"), has been adopted, approved, certified, executed and acknowledged
by RSRN and LUDVIK in accordance with the requirements of Delaware Law, respectively.


 


THIRD: The name of
the Surviving Corporation is "Ludvik Holdings, Inc.".


 


FOURTH: The Certificate
of Incorporation of the Surviving Corporation shall be its Certificate of Incorporation.


 


FIFTH: A copy of the
Merger Agreement is on file at the principal place of business of LUDVIK and will be furnished by the Surviving Corporation, on
request and without cost, to any stockholder of either Constituent Corporation.


 


SIXTH: The authorized
capital stock of LUDVIK is Five Hundred Million (500,000,000) common shares of par value $0.0001.


 


SEVENTH: The company
shall issue additional shares for investment purposes that are designated for the purpose of increasing shareholder value.


 


IN WITNESS WHEREOF,
the undersigned corporation has caused this Certificate of Merger to be executed by its duly authorized officer on this  
__ day of March, 2010.


 


Ludvik Holdings, Inc.


 


By:__________________________


Name:


Title:


 






    	20



    	 	



    
 


 


Annex C


 


THE SECURITIES OFFERED HEREBY HAVE NOT
BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE
PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND
REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT


 


 


LUDVIK HOLDINGS INC.


$405,000


 


SEVEN PERCENT (7%) CONVERTIBLE NOTE


DATED
MARCH 31, 2012


 


 


THIS NOTE (the “Note”) is a
duly authorized Convertible Note of LUDVIK HOLDINGS, INC.., a DELAWARE corporation (the “Company”).


 


FOR VALUE RECEIVED, the Company promises
to pay Resurgence Partners, LLC, the sole shareholder of the Reinsurance Technology Ltd Series A Preferred Stock (the “Holder”),
the principal sum of $405,000 (the “Principal Amount”) or such lesser principal amount following the conversion or
conversions of this Note in accordance with Paragraph 2 (the “Outstanding Principal Amount”) on March 31, 2013 (the
“Maturity Date”), and to pay interest on the Outstanding Principal Amount (“Interest”) in a lump sum on
the Maturity Date, at the rate of seven percent (7%) per Annum (the “Rate”) from the date of issuance.


 


Accrual of Interest shall commence on the
date of this Note and continue until the Company repays or provides for repayment in full the Outstanding Principal Amount and
all accrued but unpaid Interest.  Accrued and unpaid Interest shall bear Interest at the Rate until paid, compounded
monthly.  The Outstanding Principal Amount of this Note is payable on the Maturity Date in such coin or currency of the
United States as at the time of payment is legal tender for payment of public and private debts, at the address last appearing
on the Note Register of the Company as designated in writing by the Holder from time to time.  The Company may prepay
principal and interest on this Note at any time before the Maturity Date.


 


The Company will pay the Outstanding Principal
Amount of this Note on the Maturity Date, free of any withholding or deduction of any kind (subject to the provision of paragraph
2 below), to the Holder as of the Maturity Date and addressed to the Holder at the address appearing on the Note Register.


 


This Note, payable to Resurgence Partners,
LLC, is secured by 4,050,000 shares of the Company’s common stock and the company’s corporate guaranty of full recourse
to the assets of the Company. If the note holder elects not convert his note to stock, the Company must meet its note obligation
(a) in full in cash, or (b) by buying back the 4,050,000 shares of its common stock pledged to note holder as additional security
for $.10 per share.


 


This Note is subject to the following additional
provisions:


 


1.           All
payments on account of the Outstanding Principal Amount of this Note and all other amounts payable under this Note (whether made
by the Company or any other person) to or for the account of the Holder hereunder shall be made free and clear of and without reduction
by reason of any present and future income, stamp, registration and other taxes, levies, duties, cost, and charges whatsoever imposed,
assessed, levied or collected by the United States or any political subdivision or taxing authority thereof or therein, together
with interest thereon and penalties with respect thereto, if any, on or in respect of this Note (such taxes, levies, duties, costs
and charges being herein collectively called “Taxes”).


 






    	21



    	 	



    



 


2.           The
Holder of this Note is entitled, at its option, at any time after the issuance of this Note, to convert all or any lesser portion
of the Outstanding Principal Amount and accrued but unpaid Interest into Common Stock at a conversion price (the “Conversion
Price”) for each share of Common Stock equal to at a price which is a 80% of the lowest trading price in the five days prior
to the day that the Holder requests conversion, unless otherwise modified by mutual agreement between the Parties (the “Conversion
Price”).  (The Common stock into which the Note is converted shall be referred to in this agreement as “Conversion
Shares.”)  The Issuer will not be obligated to issue fractional Conversion Shares.  For purpose of this section,
the closing bid price of the Common Stock shall be the closing bid price as reported by the Nasdaq Stock Market, or the closing
bid price in the over-the-counter market or, if the Common Stock is listed on another stock market or exchange, the closing bid
price on such exchange as reported in the Wall Street Journal.  The Holder may convert this Note into Common Stock by
surrendering the Note to the Company, with the form of conversion notice attached to the Note as Exhibit B, executed by the Holder
of the Note evidencing such Holder’s intention to convert the Note.


 


The Company will not
issue fractional shares or scrip representing fractions of shares of Common Stock on conversion, but the Company will round the
number of shares of Common Stock issuable up to the nearest whole share.  The date on which a Notice of Conversion is
given shall be deemed to be the date on which the Holder notifies the Company of its intention to so convert by delivery, by facsimile
transmission or otherwise, of a copy of the Notice of Conversion.  Notice of Conversion may be sent by email to the Company,
attn: Mr. Frank Kristan, President.  The Holder will deliver this Note, together with original executed copy of the Notice
of Conversion, to the Company within three (3) business days following the Conversion Date.  At the Maturity Date, the
Company will pay any unconverted Outstanding Principal Amount and accrued Interest thereon, at the option of the Company, in either
(a) cash or (b) Common Stock valued at a price equal to the Conversion Price determined as if the Note was converted in accordance
with its terms into Common Stock on the Maturity Date.


 


3.           No
provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to the payment
of the Outstanding Principal Amount of this Note at the Maturity Date, and in the coin or currency herein prescribed.  This
Note and all other Notes now or hereafter issued on similar terms are direct obligations of the Company.  In the event
of any liquidation, reorganization, winding up or dissolution, repayment of this Note shall not be subordinate in any respect to
any other indebtedness of the Company outstanding as of the date of this Note or hereafter incurred by the Company.


 


Such non-subordination shall extend without
limiting the generality of the foregoing, to all indebtedness of the Company to banks, financial institutions, other secured lenders,
equipment lessors and equipment finance companies, but shall exclude trade debts.  Any warrants, options or other securities
convertible into stock of the Company issued before the date hereof shall rank pari passu with the Note in all respects


 


4.           If
at any time or from time to time after the date of this Note, the Common Stock issuable upon the conversion of the Note is changed
into the same or different numbers of shares of any class or classes of stock, whether by recapitalization or otherwise, then in
each such event the Holder shall have the right thereafter to convert the Note into the kind of security receivable in such recapitalization,
reclassification or other change by holders of Common Stock, all subject to further adjustment as provided herein.  In
such event, the formulae set forth herein for conversion and redemption shall be equitably adjusted to reflect such change in number
of shares or, if shares of a new class of stock are issued, to reflect the market price of the class or classes of stock issued
in connection with the above described transaction.


 


5.           If
one or more of the “Events of Default” as described in the Agreement shall occur, the Company agrees to pay all costs
and expenses, including reasonable attorney’s fees, which the Holder may incur in collecting any amount due under, or enforcing
any terms of, this Note.


 


6.           Prepayment.  At
any time that the Note remains outstanding, upon three business days’ written notice (the “Prepayment Notice”)
to the Holder, the Company may pay 120% of the entire Outstanding Principal Amount of the Note plus any accrued but unpaid Interest.  If
the Company gives written notice of prepayment, the Holder continues to have the right to convert principal and interest on the
Note into Conversion Shares until three business days elapses from the Prepayment Notice.


 


7.           The
Company covenants that until all amounts due under this Note are paid in full, by conversion or otherwise, unless waived by the
Holder or subsequent Holder in writing, the Company shall:


 






    	22



    	 	



    
 


give prompt written notice to the Holder
of any Event of Default or of any other matter which has resulted in, or could reasonably be expected to result in a materially
adverse change in its financial condition or operations;


 


give prompt notice to the Holder of any
claim, action or proceeding which, in the event of any unfavorable outcome, would or could reasonably be expected to have a Material
Adverse Effect (as defined in the Note Purchase Agreement) on the financial condition of the Company;


 


at all times reserve and keep available
out of its authorized but unissued Common Stock, for the purpose of effecting the conversion of this Note into Common Stock, such
number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of the Outstanding
Principal Amount of this Note into Common Stock.


 


8.           Upon
receipt by the Company of evidence from the Holder reasonably satisfactory to the Company of the loss, theft, destruction or mutilation
of this Note,


 


	 	(i) in the case of loss, theft or destruction, upon provision of indemnity reasonably satisfactory to it and/or its transfer agent, or


 


	 	(ii) in the case of mutilation, upon surrender and cancellation of this Note, then the Company at its expense will execute and deliver to the Holder a new Note, dated the date of the lost, stolen, destroyed or mutilated Note, and evidencing the outstanding and unpaid principal amount of the lost, stolen, destroyed or mutilated Note.


 


9.           If
any term in this Note is found by a court of competent jurisdiction to be unenforceable, then the entire Note shall be rescinded,
the consideration proffered by the Holder for the remaining Debt acquired by the Holder not converted by the Holder in accordance
with this Note shall be returned in its entirety and any Conversion Shares in the possession or control of the Investor shall be
returned to the Issuer.


 


10.           The
Note and the Agreement between the Company and the Holder (including all Exhibits thereto) constitute the full and entire understanding
and agreement between the Company and the Holder with respect to the subject hereof.  Neither this Note nor any term
hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.


 


11.           This
Note shall be governed by and construed in accordance with the internal laws of the State of Delaware.


 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed by an officer thereunto duly authorized, as of the date first written above.


 


 


 


LUDVIK HOLDINGS, INC.


 


 


By:__________________________________


Frank Kristan, President


 






    	23



    	 	



    
 


Exhibit B.


 


NOTICE OF CONVERSION


 


 


The undersigned hereby
elects to convert $________________ principal amount of the Note (defined below) into Shares of Common Stock of LUDVIK HOLDINGS,
INC., a DELAWARE Corporation (the “Borrower”) according to the conditions of the convertible Notes of the Borrower
dated as of March 6, 2012 (the “Notes”), as of the date written below. No fee will be charged to the Holder
for any conversion, except for transfer taxes, if any.


 


Box Checked as to applicable instructions:


 


		[ ]	The Borrower shall electronically transmit the Common
Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit
Withdrawal Agent Commission system (“DWAC Transfer”).



 


Name of DTC Prime
Broker: ___________________________________________


 


Account Number: __________________________________________________


 


		[ ]	The undersigned hereby requests that the Borrower issue
a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s
calculation attached hereto) in the name(s) specified immediately below:



 


Name:


TAX #:


 


 


	Date of Conversion:	 
	Conversion Price: 	 
	Shares to Be Delivered:	 
	
        Remaining Principal Balance Due

        After This Conversion:
	 
	Signature	
         

         

         

         

         

	Print Name:	 


 


 






    	24



    	 	



    
 


 Annex D


 


THE SECURITIES OFFERED HEREBY HAVE NOT
BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE
PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND
REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT


 


 


LUDVIK HOLDINGS INC.


$50,000


 


SEVEN PERCENT (7%) CONVERTIBLE NOTE


DATED
MARCH 31, 2012


 


 


THIS NOTE (the “Note”) is a
duly authorized Convertible Note of LUDVIK HOLDINGS, INC.., a DELAWARE corporation (the “Company”).


 


FOR VALUE RECEIVED, the Company promises
to pay the attached holders of Reinsurance Technology Ltd Series B Preferred Stock (the “Holder(s)”), the principal
sum of $50,000 (the “Principal Amount”) or such lesser principal amount following the conversion or conversions of
this Note in accordance with Paragraph 2 (the “Outstanding Principal Amount”) on March 31, 2013 (the “Maturity
Date”), and to pay interest on the Outstanding Principal Amount (“Interest”) in a lump sum on the Maturity Date,
at the rate of seven percent (7%) per Annum (the “Rate”) from the date of issuance.


 


Accrual of Interest shall commence on the
date of this Note and continue until the Company repays or provides for repayment in full the Outstanding Principal Amount and
all accrued but unpaid Interest.  Accrued and unpaid Interest shall bear Interest at the Rate until paid, compounded
monthly.  The Outstanding Principal Amount of this Note is payable on the Maturity Date in such coin or currency of the
United States as at the time of payment is legal tender for payment of public and private debts, at the address last appearing
on the Note Register of the Company as designated in writing by the Holder from time to time.  The Company may prepay
principal and interest on this Note at any time before the Maturity Date.


 


The Company will pay the Outstanding Principal
Amount of this Note on the Maturity Date, free of any withholding or deduction of any kind (subject to the provision of paragraph
2 below), to the Holder as of the Maturity Date and addressed to the Holder at the address appearing on the Note Register.


 


This Note is subject to the following additional
provisions:


 


1.           All
payments on account of the Outstanding Principal Amount of this Note and all other amounts payable under this Note (whether made
by the Company or any other person) to or for the account of the Holder hereunder shall be made free and clear of and without reduction
by reason of any present and future income, stamp, registration and other taxes, levies, duties, cost, and charges whatsoever imposed,
assessed, levied or collected by the United States or any political subdivision or taxing authority thereof or therein, together
with interest thereon and penalties with respect thereto, if any, on or in respect of this Note (such taxes, levies, duties, costs
and charges being herein collectively called “Taxes”).


 


2.           The
Holder of this Note is entitled, at its option, at any time after the issuance of this Note, to convert all or any lesser portion
of the Outstanding Principal Amount and accrued but unpaid Interest into Common Stock at a conversion price (the “Conversion
Price”) for each share of Common Stock equal to at a price which is a 80% of the lowest trading price in the five days prior
to the day that the Holder requests conversion, unless otherwise modified by mutual agreement between the Parties (the “Conversion
Price”).  (The Common stock into which the Note is converted shall be referred to in this agreement as “Conversion
Shares.”) If the Issuer’s Common stock is chilled for deposit at DTC and/or becomes chilled at any point
while this Agreement remains outstanding, an additional 8% discount will be attributed to the Conversion Price defined hereof. The
Issuer will not be obligated to issue fractional Conversion Shares.  For purpose of this section, the closing bid price
of the Common Stock shall be the closing bid price as reported by the Nasdaq Stock Market, or the closing bid price in the over-the-counter
market or, if the Common Stock is listed on another stock market or exchange, the closing bid price on such exchange as reported
in the Wall Street Journal.  The Holder may convert this Note into Common Stock by surrendering the Note to the Company,
with the form of conversion notice attached to the Note as Exhibit B, executed by the Holder of the Note evidencing such Holder’s
intention to convert the Note.


 






    	25



    	 	



    
 


The Company will not
issue fractional shares or scrip representing fractions of shares of Common Stock on conversion, but the Company will round the
number of shares of Common Stock issuable up to the nearest whole share.  The date on which a Notice of Conversion is
given shall be deemed to be the date on which the Holder notifies the Company of its intention to so convert by delivery, by facsimile
transmission or otherwise, of a copy of the Notice of Conversion.  Notice of Conversion may be sent by email to the Company,
attn: Mr. Frank Kristan, President.  The Holder will deliver this Note, together with original executed copy of the Notice
of Conversion, to the Company within three (3) business days following the Conversion Date.  At the Maturity Date, the
Company will pay any unconverted Outstanding Principal Amount and accrued Interest thereon, at the option of the Company, in either
(a) cash or (b) Common Stock valued at a price equal to the Conversion Price determined as if the Note was converted in accordance
with its terms into Common Stock on the Maturity Date.


 


3.           No
provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to the payment
of the Outstanding Principal Amount of this Note at the Maturity Date, and in the coin or currency herein prescribed.  This
Note and all other Notes now or hereafter issued on similar terms are direct obligations of the Company.  In the event
of any liquidation, reorganization, winding up or dissolution, repayment of this Note shall not be subordinate in any respect to
any other indebtedness of the Company outstanding as of the date of this Note or hereafter incurred by the Company.


 


Such non-subordination shall extend without
limiting the generality of the foregoing, to all indebtedness of the Company to banks, financial institutions, other secured lenders,
equipment lessors and equipment finance companies, but shall exclude trade debts.  Any warrants, options or other securities
convertible into stock of the Company issued before the date hereof shall rank pari passu with the Note in all respects


 


4.           If
at any time or from time to time after the date of this Note, the Common Stock issuable upon the conversion of the Note is changed
into the same or different numbers of shares of any class or classes of stock, whether by recapitalization or otherwise, then in
each such event the Holder shall have the right thereafter to convert the Note into the kind of security receivable in such recapitalization,
reclassification or other change by holders of Common Stock, all subject to further adjustment as provided herein.  In
such event, the formulae set forth herein for conversion and redemption shall be equitably adjusted to reflect such change in number
of shares or, if shares of a new class of stock are issued, to reflect the market price of the class or classes of stock issued
in connection with the above described transaction.


 


5.           If
one or more of the “Events of Default” as described in the Agreement shall occur, the Company agrees to pay all costs
and expenses, including reasonable attorney’s fees, which the Holder may incur in collecting any amount due under, or enforcing
any terms of, this Note.


 


6.           Prepayment.  At
any time that the Note remains outstanding, upon three business days’ written notice (the “Prepayment Notice”)
to the Holder, the Company may pay 120% of the entire Outstanding Principal Amount of the Note plus any accrued but unpaid Interest.  If
the Company gives written notice of prepayment, the Holder continues to have the right to convert principal and interest on the
Note into Conversion Shares until three business days elapses from the Prepayment Notice.


 


7.           The
Company covenants that until all amounts due under this Note are paid in full, by conversion or otherwise, unless waived by the
Holder or subsequent Holder in writing, the Company shall:


 


give prompt written notice to the Holder
of any Event of Default or of any other matter which has resulted in, or could reasonably be expected to result in a materially
adverse change in its financial condition or operations;


 






    	26



    	 	



    
 


give prompt notice to the Holder of any
claim, action or proceeding which, in the event of any unfavorable outcome, would or could reasonably be expected to have a Material
Adverse Effect (as defined in the Note Purchase Agreement) on the financial condition of the Company;


 


at all times reserve and keep available
out of its authorized but unissued Common Stock, for the purpose of effecting the conversion of this Note into Common Stock, such
number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of the Outstanding
Principal Amount of this Note into Common Stock.


 


8.           Upon
receipt by the Company of evidence from the Holder reasonably satisfactory to the Company of the loss, theft, destruction or mutilation
of this Note,


 


	 	(i) in the case of loss, theft or destruction, upon provision of indemnity reasonably satisfactory to it and/or its transfer agent, or


 


	 	(ii) in the case of mutilation, upon surrender and cancellation of this Note, then the Company at its expense will execute and deliver to the Holder a new Note, dated the date of the lost, stolen, destroyed or mutilated Note, and evidencing the outstanding and unpaid principal amount of the lost, stolen, destroyed or mutilated Note.


 


9.           If
any term in this Note is found by a court of competent jurisdiction to be unenforceable, then the entire Note shall be rescinded,
the consideration proffered by the Holder for the remaining Debt acquired by the Holder not converted by the Holder in accordance
with this Note shall be returned in its entirety and any Conversion Shares in the possession or control of the Investor shall be
returned to the Issuer.


 


10.           The
Note and the Agreement between the Company and the Holder (including all Exhibits thereto) constitute the full and entire understanding
and agreement between the Company and the Holder with respect to the subject hereof.  Neither this Note nor any term
hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.


 


11.           This
Note shall be governed by and construed in accordance with the internal laws of the State of Delaware.


 


IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed by an officer thereunto duly authorized, as of the date first written above.


 


 


 


 


LUDVIK HOLDINGS, INC.


 


 


By:__________________________________


Frank Kristan, President


 


 


 






    	27



    	 	



    
 





Exhibit B.


 


NOTICE OF CONVERSION


 


 


The undersigned hereby
elects to convert $________________ principal amount of the Note (defined below) into Shares of Common Stock of LUDVIK HOLDINGS,
INC., a DELAWARE Corporation (the “Borrower”) according to the conditions of the convertible Notes of the Borrower
dated as of March 6, 2012 (the “Notes”), as of the date written below. No fee will be charged to the Holder
for any conversion, except for transfer taxes, if any.


 


Box Checked as to applicable instructions:


 


		[ ]	The Borrower shall electronically transmit the Common
Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit
Withdrawal Agent Commission system (“DWAC Transfer”).



 


Name of DTC Prime Broker:
___________________________________________


 


Account Number:
__________________________________________________


 


		[ ]	The undersigned hereby requests that the Borrower issue
a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s
calculation attached hereto) in the name(s) specified immediately below:



 


Name:


TAX #:


 


 


	Date of Conversion:	 
	Conversion Price: 	 
	Shares to Be Delivered:	 
	
        Remaining Principal Balance Due

        After This Conversion:
	 
	Signature	
         

         

         

         

         

	Print Name:	 


 


 






    	28



    	 	



    
 


 


 


REINSURANCE TECHNOLOGY LTD 


 


SERIES B PREFERRED SHAREHOLDERS


 


 


 


 


 


 


 



    	29