CDSS Wind Down Inc Sample Contracts

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AGREEMENT ---------
Loan and Security Agreement • October 12th, 2005 • Citadel Security Software Inc • Services-prepackaged software
PREAMBLE --------
Settlement Agreement • August 29th, 2006 • Citadel Security Software Inc • Services-prepackaged software • New York
CONSULTING AGREEMENT
Consulting Agreement • July 16th, 2003 • Citadel Security Software Inc • Services-prepackaged software
WHEREAS, the Company has awarded the non-qualified stock option described -------------------------- in this Agreement (the "Option") to the Optionee;
Nonqualified Stock Option Agreement • July 16th, 2003 • Citadel Security Software Inc • Services-prepackaged software • Texas
RECITALS
Loan and Security Agreement • September 16th, 2005 • Citadel Security Software Inc • Services-prepackaged software • California
Exhibit 4.2 WARRANT
Warrant Agreement • August 26th, 2005 • Citadel Security Software Inc • Services-prepackaged software • California
AGREEMENT ---------
Intellectual Property Security Agreement • October 12th, 2005 • Citadel Security Software Inc • Services-prepackaged software
Exhibit 10.7 AMENDMENT TO OPTION AGREEMENT
Option Agreement • November 9th, 2006 • Citadel Security Software Inc • Services-prepackaged software
RECITALS
Loan and Security Agreement • August 26th, 2005 • Citadel Security Software Inc • Services-prepackaged software • California
Exhibit 10.8 CITADEL SECURITY SOFTWARE INC. AMENDMENT TO AGREEMENT WITH JOE ALLBAUGH
Amendment to Agreement • November 9th, 2006 • Citadel Security Software Inc • Services-prepackaged software • Texas
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Exhibit 10.3 CITADEL SECURITY SOFTWARE INC. AMENDMENT TO AGREEMENTS WITH CARL BANZHOF
Amendment to Agreements • November 9th, 2006 • Citadel Security Software Inc • Services-prepackaged software • Texas
SUBSCRIPTION AGREEMENT
Subscription Agreement • May 13th, 2014 • Green Energy Management Services Holdings, Inc. • Services-management consulting services • New York
MERGER AGREEMENT
Merger Agreement • March 31st, 2010 • CDSS Wind Down Inc • Services-prepackaged software • Delaware

This Merger Agreement (“Agreement”) is entered into effective as of March 29, 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”).

CONSULTANT AGREEMENT
Consultant Agreement • June 8th, 2005 • Citadel Security Software Inc • Services-prepackaged software • New York

This Agreement is made and entered into as of the 24th day of April, 2005, between Citadel Security Software, Inc. (the “Company”) and CEOcast, Inc. (the “Consultant”).

EXHIBIT 4.2 CITADEL SECURITY SOFTWARE INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • July 16th, 2003 • Citadel Security Software Inc • Services-prepackaged software • Texas
WITNESSETH:
Transition Services Agreement • January 11th, 2002 • Citadel Security Software Inc • Delaware
EMPLOYMENT AGREEMENT
Employment Agreement • August 26th, 2010 • CDSS Wind Down Inc • Services-prepackaged software • New York

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on August 20, 2010 and effective as of August 20, 2010 (the “Effective Date”) by and between CDSS WIND DOWN, INC., a Delaware corporation (the “Company”), and MICHAEL SAMUEL (“Executive”). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

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