X0303 4 2010-08-20 0 0001164552 CDSS Wind Down Inc CWDW 0001213709 WEINSTEIN ROBERT C/O GREEN ENERGY MANAGEMENT SERVICES INC 381 TEANECK ROAD TEANECK NJ 07666 0 1 0 0 Chief Financial Officer Common Stock, $0.0001 par value 2010-08-20 4 J 0 5495184 A 5495184 D In accordance with the Merger Agreement, dated as of March 29, 2010, as amended, by and among Green Energy Management Services, Inc. ("GEM"), the Issuer, and the Issuer's wholly-owned merger subsidiary (the "Merger Subsidiary"), CDSS Merger Corporation, pursuant to which on August 20, 2010, the Merger Subsidiary merged with and into GEM, with GEM being the surviving corporation, and became a wholly-owned subsidiary of the Issuer, all of the Reporting Person's shares of GEM common stock were converted into 5,495,184 post-reverse stock split shares of the Issuer's common stock. Reported shares will vest monthly at a rate of 1/24 beginning on the 15th day of each month following April 15, 2010, if the Reporting Person continues to be employed by the Issuer or GEM on each monthly vesting date. /s/ Robert Weinstein 2010-08-20