Cdss Wind Down Inc – Citadel Security Software Inc. Amendment to Agreement With Joe Allbaugh (October 26th, 2010)

This agreement (this "Agreement") is made and entered into as of November 3, 2006, by and between Citadel Security Software Inc., a Delaware corporation ("Citadel"), and Joe M. Allbaugh ("Allbaugh").

Cdss Wind Down Inc – Citadel Security Software Inc. Amendment to Agreements With Steven B. Solomon (October 26th, 2010)

This agreement (this "Agreement") is made and entered into as of November 3, 2006, by and between Citadel Security Software Inc., a Delaware corporation ("Citadel"), and Steven B. Solomon ("Solomon").

Cdss Wind Down Inc – Citadel Security Software Inc. Amendment to Agreements With Richard Connelly (October 26th, 2010)

This agreement is made and entered into as of November 3, 2006, by and between Citadel Security Software Inc., a Delaware corporation ("Citadel"), and Richard Connelly ("Connelly").

Cdss Wind Down Inc – Certificate of Amendment of Amended and Restated Certificate of Incorporation of Cdss Wind Down Inc. (August 26th, 2010)

CDSS Wind Down Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

Cdss Wind Down Inc – Stockholders' Agreement (August 26th, 2010)

THIS STOCKHOLDERS' AGREEMENT (this "Agreement"), dated as of August 20, 2010, is made and entered into by and among CDSS Wind Down, Inc., a Delaware corporation ("CDSS" or the "Company"), Green Energy Management Services, Inc., a Delaware corporation ("GEM"), and Michael Samuel and Ice Nine, L.L.C. ("Ice Nine" and collectively with Mr. Samuel, the "GEM Holders"), and the persons identified on Exhibit A hereto (such persons identified on Exhibit A referred to as the "Holders").

Cdss Wind Down Inc – Promissory Note (August 26th, 2010)

FOR VALUE RECEIVED, the undersigned, Green Energy Management Services, Inc., a Delaware corporation ("Maker"), hereby promises to pay to the order of CDSS Wind Down, Inc., a Delaware corporation ("Payee"), having an address of 2100 McKinney Avenue, Suite 1500, Dallas, Texas 75201, at such address or at such other place as may be designated in writing by the Payee, or its assigns, the aggregate principal sum of Six Hundred Thousand Dollars ($600,000.00) or such other lesser amount as shall equal the outstanding principal amount hereof (the " Principal Amount"), together with compounding interest commencing to accrue on the date hereof and continuing on the outstanding Principal Amount at a rate per annum equal to six percent (6%) (computed on the basis of a 360-day year for the actual number of days elapsed) until this Note is paid in full, in accordance with the terms hereof.

Cdss Wind Down Inc – Contract (August 4th, 2010)

Cdss Wind Down Inc – Contract (August 4th, 2010)

Cdss Wind Down Inc – Amendment No. 2 to Merger Agreement (June 18th, 2010)

This Amendment No. 2 (the "Amendment") to the Merger Agreement, dated March 29, 2010, as amended by the Amendment to Merger Agreement, dated April 30, 2010 (as amended, the "Agreement") is entered into effective as of June 16, 2010, by and among CDSS Wind Down, Inc., a Delaware corporation (" CDSS "), CDSS Merger Corporation, a Delaware corporation and a newly-created wholly-owned subsidiary of CDSS (" Merger Sub "), and Green Energy Management Services, Inc., a Delaware corporation ("Company ") (each a " Party " and collectively the " Parties ").

Cdss Wind Down Inc – Notice of Conversion (April 30th, 2010)

I, Steven B. Solomon hereby elect to convert $18,821 principal of my Convertible Promissory Note [and all interest accrued upon such principal amount] into shares of Common Stock (the "Shares") of CDSS Wind Down Inc. (the "Company") for 62 million shares.

Cdss Wind Down Inc – Amendment to Merger Agreement (April 30th, 2010)

This Amendment (the "Amendment") to Merger Agreement ("Agreement") is entered into effective as of April 30, 2010, by and among CDSS Wind Down, Inc., a Delaware corporation (" CDSS "), CDSS Merger Corporation, a Delaware corporation and a newly-created wholly-owned subsidiary of CDSS (" Merger Sub "), and Green Energy Management Services, Inc., a Delaware corporation ("Company ") (each a " Party " and collectively the " Parties ").

Cdss Wind Down Inc – Merger Agreement (March 31st, 2010)

Cdss Wind Down Inc – Convertible Promissory Note (September 2nd, 2008)

FOR VALUE RECEIVED, the undersigned, CDSS Wind Down Inc., a Delaware corporation ("CDSS"), promises to pay to the order of Steven B. Solomon ("Payee"), at such place as Payee may designate in writing, in lawful money of the United States of America, the principal sum of Sixty-Nine Thousand Four Hundred Fifty Dollars and Sixty-Seven Cents ($69,450.67) on the terms and conditions hereinafter set forth. This Note shall bear interest at the rate of eight percent (8%) per year and shall mature on the earlier of August 27, 2010 or demand by the Payee (the "Payment Date"), at which time all outstanding principal shall be due and payable.

Cdss Wind Down Inc – Contract (November 9th, 2006)

Exhibit 10.1 CITADEL SECURITY SOFTWARE INC. AMENDMENT TO AGREEMENTS WITH STEVEN B. SOLOMON This agreement (this "Agreement") is made and entered into as of November --------- 3, 2006, by and between Citadel Security Software Inc., a Delaware corporation ("Citadel"), and Steven B. Solomon ("Solomon"). ------- ------- WHEREAS, Citadel, and certain of its subsidiaries, have entered into an Asset Purchase Agreement, dated as of October 2, 2006, with McAfee, Inc. and McAfee Security LLC (the "Asset Purchase Agreement"); -------------------------- WHEREAS, in connection with the Asset Purchase Agreement and this Agreement, Solomon has entered into a non-competition agreement with McAfee dated as of October 2, 2006 (the "Non-Competition Agreement"); ------------------------

Cdss Wind Down Inc – Agreement (October 3rd, 2006)

This Agreement is dated as of October 2, 2006, among Satellite Strategic Finance Associates, LLC and Satellite Strategic Finance Partners, Ltd. (together, the Holders) and Citadel Security Software Inc. (the Company).

Cdss Wind Down Inc – Agreement (October 3rd, 2006)

This Agreement is dated as of October 2, 2006, among Satellite Strategic Finance Associates, LLC and Satellite Strategic Finance Partners, Ltd. (together, the Holders) and Citadel Security Software Inc. (the Company).

Cdss Wind Down Inc – Contract (August 29th, 2006)

Exhibit 10.1 SETTLEMENT AGREEMENT -------------------- AND MUTUAL GENERALRELEASE ------------------------- This Release and Settlement Agreement (this "Agreement") is made by and among Plaintiff MEYERS ASSOCIATES, L.P. F/K/A ROAN-MEYERS ASSOCIATES, L.P. AND F/K/A JANSSEN-MEYERS ASSOCIATES, L.P. ("MEYERS ASSOCIATES") (the term MEYERS ASSOCIATES shall include its parent, subsidiary, affiliate, predecessor, and/or successor companies, if any, as well as their past and present officers, administrators, directors, shareholders, general or limited partners, representatives, agents, employees and/or attorneys, and their heirs or assigns, if any (collectively, the "MEYERS RELEASED PARTIES")) on the one hand and Defendants CT HOLDINGS ENTERPRISES INC., F/K/A CT HOLDINGS, INC. F/K/A CITADEL TECHNOLOGY, INC. AND F/K/A CITADEL COMPUTER S

Contract (August 29th, 2006)

Exhibit 10.1 SETTLEMENT AGREEMENT -------------------- AND MUTUAL GENERALRELEASE ------------------------- This Release and Settlement Agreement (this "Agreement") is made by and among Plaintiff MEYERS ASSOCIATES, L.P. F/K/A ROAN-MEYERS ASSOCIATES, L.P. AND F/K/A JANSSEN-MEYERS ASSOCIATES, L.P. ("MEYERS ASSOCIATES") (the term MEYERS ASSOCIATES shall include its parent, subsidiary, affiliate, predecessor, and/or successor companies, if any, as well as their past and present officers, administrators, directors, shareholders, general or limited partners, representatives, agents, employees and/or attorneys, and their heirs or assigns, if any (collectively, the "MEYERS RELEASED PARTIES")) on the one hand and Defendants CT HOLDINGS ENTERPRISES INC., F/K/A CT HOLDINGS, INC. F/K/A CITADEL TECHNOLOGY, INC. AND F/K/A CITADEL COMPUTER S

Cdss Wind Down Inc – Promissory Note (August 14th, 2006)

FOR VALUE RECEIVED, the undersigned, CITADEL SECURITY SOFTWARE INC. ("Maker"), hereby unconditionally promises to pay to the order of Steven B. Solomon ("Payee") at 5420 LBJ Freeway, 16th Floor, Dallas, Texas 75240, or such other address given to Maker by Payee, the principal sum of Three Million Dollars ($3,000,000) in lawful money of the United States of America, together with interest (calculated on the basis of a 365 or 366 day year, as applicable) on the unpaid principal balance from day to day remaining, computed from the date of advance until maturity at the rate per annum which shall from day to day be equal to the lesser of (a) the Maximum Rate, or (b) twelve percent (12%).

Contract (May 22nd, 2006)

RELEASE This Release (this "Agreement") is dated May 22, 2006 by the undersigned (the "Noteholder") and CT Holdings Enterprises, Inc., a Delaware corporation (the "Company"). A. In order to continue the Company's business, the Company has been attempting to raise badly-needed additional capital for several years. The Noteholder and the Company entered into a Loan and Security Agreement dated May 26, 2004 (the "Agreement"), pursuant to which CII loaned funds to CT and CT issued a Secured Convertible Promissory Note dated May 26, 2004, which was amended and restated as of December 19, 2005 (as amended, the "Note") in the original principal amount of $271,148 (the "Company Debt"). The Company is in default in its payment obligations under Company Debt, and the Company does not have sufficient funds to repay the Company Debt. In the event the Noteholder attempted to collect on the Company Debt, the Company might face bankruptcy and the Company's equity holders and creditors would face

Cdss Wind Down Inc – Contract (December 23rd, 2005)

Exhibit 10.2 Change of Control Agreement EXECUTIVE: STEVEN B. SOLOMON CITADEL SECURITY SOFTWARE INC. CHANGE OF CONTROL AGREEMENT THIS CHANGE OF CONTROL AGREEMENT (this "AGREEMENT") is made between Citadel Security Software Inc., a Delaware corporation (the "COMPANY"), and the "EXECUTIVE" identified above. Unless otherwise indicated, all references to Sections are to Sections in this Agreement. This Agreement is effective as of the date written on the signature page ("EFFECTIVE DATE"). This Agreement is in addition to and does not diminish the rights and benefits afforded the Executive under: (i) the Employment Agreement between the Executive and the Company, dated as of January 1, 2002, as amended by Amendment No. 1 to Employment Agreement, dated as of October 1, 2003 (as amended, the "EMPLOYMENT AGREEMENT"); (ii) any stock or stock option agreement(s), if any ("STOCK AGREEMENT(S)"); and (iii) any incentive bonus,

Cdss Wind Down Inc – Contract (December 23rd, 2005)

Exhibit 10.3 Form of Restricted Stock Award Agreement (Executives) RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (this "AGREEMENT") is made and entered into by and between Citadel Security Software Inc., a Delaware corporation (the "COMPANY"), and _________ (the "RECIPIENT"), effective as of December 22, 2005 (the "DATE OF AWARD"). 1. GRANT OF RESTRICTED STOCK AWARD. The Company hereby awards (the "AWARD") to the Recipient and the Recipient hereby accepts, subject to the terms and conditions hereof including the forfeiture provisions and other restrictions set forth herein, 50,000 shares (the "RESTRICTED STOCK") of the Company's common stock (the "COMMON STOCK"). 2. ADMINISTRATION. This Agreement shall be administered and may be definitively interpreted by the Board of Directors (or any committee of the Board of Directors which the Board has delegated such authority, the "ADMINISTERING BODY"), and the Recipien

Cdss Wind Down Inc – Contract (December 23rd, 2005)

Exhibit 10.1 Form of Change of Control Agreement EXECUTIVE: __________ CITADEL SECURITY SOFTWARE INC. CHANGE OF CONTROL AGREEMENT THIS CHANGE OF CONTROL AGREEMENT (this "AGREEMENT") is made between Citadel Security Software Inc., a Delaware corporation (the "COMPANY"), and the "EXECUTIVE" identified above. Unless otherwise indicated, all references to Sections are to Sections in this Agreement. This Agreement is effective as of the date written on the signature page ("EFFECTIVE DATE"). This Agreement is in addition to and does not diminish the rights and benefits afforded the Executive under (i) any employment agreement that the Executive has with the Company ("EMPLOYMENT AGREEMENT"); (ii) any stock or stock option agreement(s), if any ("STOCK AGREEMENT(S)"); and (iii) any incentive bonus, benefits or other agreements, if any ("OTHER AGREEMENTS"), all as amended, whether currently existing or entered into at a future

Cdss Wind Down Inc – Contract (November 4th, 2005)

Exhibit 4.1 FACTORING AGREEMENT This Agreement, dated October 28, 2005 (the "Effective Date"), is between Citadel Security Software Inc. with offices at Two Lincoln Center, 5420 LBJ Freeway, Ste. 1600, Dallas, TX 75240 (hereinafter called "Seller"), and Allied Capital Partners, L.P., with offices at 5151 Belt Line Rd., Suite 500, Dallas, Texas 75254 (hereinafter called "Allied"). The Seller desires to sell its Accounts to Allied on the following terms, conditions and provisions and, therefore, it is agreed as follows: 1. Definitions. As used in this Agreement and all other documents or ----------- instruments executed and delivered in connection with this Agreement: 1.1 The capitalized words used herein (singular, plural or in any tense) shall have the same definitions as those set forth in the Uniform Commercial Code as adopted by

Cdss Wind Down Inc – Contract (November 4th, 2005)

Exhibit 4.2 GUARANTY OF VALIDITY AND LIMITED PERFORMANCE The undersigned, Steve Solomon ("Guarantor"), is financially interested in Citadel Security Software Inc. ("Client"). In order to induce Allied Capital Partners, L.P. ("Allied") to purchase accounts of Client pursuant to the Factoring Agreement by and between Allied and Client (the "Factoring Agreement"), Guarantor hereby personally guarantees, warrants and represents that all of its presently existing and hereinafter arising or created accounts (as that term is defined by the UCC) (the "Accounts"): (i) are owned solely by Client, which has the power to transfer the Accounts and its title to the Accounts as free of all adverse claims, liens, security interests and restrictions on transfer, encumbrance or pledge, except as created by the Factoring Agreement; (ii) set forth the correct and complete terms of sale, which have not been and will

Cdss Wind Down Inc – Contract (September 16th, 2005)

EXHIBIT 4.1 FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (herein called this "Amendment") made as of the 15th day of September, 2005 by and between Comerica Bank ("Bank") and Citadel Security Software Inc., a Delaware corporation ("Borrower"). RECITALS 1. Borrower and Bank have entered into that certain Loan and Security Agreement dated as of April 15, 2004 (as from time to time amended, modified or supplemented, the "Original Agreement") for the purposes and consideration therein expressed, pursuant to which Bank made loans to Borrower as therein provided. 2. Borrower and Bank desire to amend the Original Agreement for the purposes contained herein. 3. In consideration of the premises and the mutual covenants and agreements contained herein and in the Original Agreement, in consideration of the loans that may hereafter be made by Bank to Borr

Cdss Wind Down Inc – Contract (September 16th, 2005)

Exhibit 4.2 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. WARRANT TO PURCHASE STOCK

Cdss Wind Down Inc – Contract (August 26th, 2005)

Exhibit 4.2 WARRANT THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. WARRANT TO PURCHASE STOCK Corporation: CITADEL SECURITY SOFTWARE, INC., a Delaware corporation Number of Shares: 20,000 Class of Stock: Common Initial Exercise Price: $1.56 Issue Date: August 22, 2005 Expiration Date: August 22, 2012 (Subject to Section 4.1) THIS WARRANT CERTIFIES THAT, for good and valuable consideration, the receipt of which is hereby acknowledged, COMERICA BANK or its assignee ("Holder") is entitled to purchase the number of fully paid and nonassessable shares of the class of

Cdss Wind Down Inc – Contract (August 26th, 2005)

Exhibit 4.1 FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (herein called this "Amendment") made as of the 22nd day of August, 2005 by and between Comerica Bank ("Bank") and Citadel Security Software, Inc., a Delaware corporation ("Borrower"). RECITALS 1. Borrower and Bank have entered into that certain Loan and Security Agreement dated as of April 15, 2004 (as from time to time amended, modified or supplemented, the "Original Agreement") for the purposes and consideration therein expressed, pursuant to which Bank made loans to Borrower as therein provided. 2. Borrower and Bank desire to amend the Original Agreement for the purposes contained herein. 3. In consideration of the premises and the mutual covenants and agreements contained herein and in the Original Agreement, in consideration of the loans that may hereafter be made by Bank to Bor

Cdss Wind Down Inc – Certificate of Amendment of Certificate of Designations, Preferences and Rights of Series a Convertible Preferred Stock of Citadel Security Software Inc. (August 1st, 2005)

Citadel Security Software Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

Cdss Wind Down Inc – Contract (July 1st, 2005)

Exhibit 99.1 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (herein called this "Amendment") made as of the 30th day of June, 2005 by and between Comerica Bank ("Bank") and Citadel Security Software, Inc., a Delaware corporation ("Borrower"). RECITALS 1. Borrower and Bank have entered into that certain Loan and Security Agreement dated as of April 15, 2004 (as from time to time amended, modified or supplemented, the "Original Agreement") for the purposes and consideration therein expressed, pursuant to which Bank made loans to Borrower as therein provided. 2. Borrower and Bank desire to amend the Original Agreement to amend the financial covenants. 3. In consideration of the premises and the mutual covenants and agreements contained herein and in the Original Agreement, in consideration of the loans that may hereafter be made by Bank to Borrower

Cdss Wind Down Inc – Contract (May 10th, 2005)

EXHIBIT 3.1 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE SERIES B CONVERTIBLE PREFERRED STOCK OF CITADEL SECURITY SOFTWARE INC. PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW CITADEL SECURITY SOFTWARE INC., a Delaware corporation (the "Company"), hereby certifies that the following resolutions were adopted by the Board of Directors of the Company pursuant to the authority of the Board of Directors as required by Section 151 of the Delaware General Corporation Law. RESOLVED, that pursuant to the authority granted to the Board of Directors in accordance with the provisions of the Company's Certificate of Incorporation, the Board of Directors hereby authorizes a series of the Company's previously authoriz

Cdss Wind Down Inc – Contract (May 10th, 2005)

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of May --------- 9, 2005, is by and between CITADEL SECURITY SOFTWARE INC., a Delaware corporation (the "Company"), and each of the entities whose names appear on the ------- signature pages hereof. Such entities are each referred to herein as an "Investor" and, collectively, as the "Investors". -------- --------- A. The Company wishes to sell to each Investor, and each Investor wishes to purchase, on the terms and subject to the conditions set forth in this Agreement, (A) shares (the "Preferred Shares") of the Company's Series B ----------------- Convertible Preferred Stock (the "Preferred Stock") having the rights and

Cdss Wind Down Inc – Contract (May 10th, 2005)

EXHIBIT 4.3 EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (this "Agreement") is made and entered into as of --------- May __, 2005, by and among CITADEL SECURITY SOFTWARE INC., a Delaware corporation (the "Company"), and SATELLITE STRATEGIC FINANCE ASSOCIATES, LLC ------- (the "Holder"). ------ RECITALS WHEREAS, pursuant to a Securities Purchase Agreement dated February 10, 2004 (the "Series A Purchase Agreement"), the Company issued a warrant (the ------------------------------ "Series A Warrant") and preferred stock (the "Series A Preferred Stock") to the ----------------- ------------------------ Holder; WHEREAS, the Company has entered into a Securities Purchase Agreement, dated as of the date hereof, with the Holder and the other investors named therein

Cdss Wind Down Inc – Contract (May 10th, 2005)

EXHIBIT 4.4 EXHIBIT A TO EXCHANGE AGREEMENT ------------------------------- THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO, OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER. SUBJECT TO COMPLIANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE PLEDGED OR HYPOTHECATED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN S