Exhibit 4.1


 





THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE
STATE SECURITIES LAWS (THE “STATE ACTS”), AND SHALL NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE
TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT BY REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY TO
THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE 1933 ACT AND THE STATE ACTS.


 


CROSSROADS SYSTEMS, INC.

COMMON STOCK PURCHASE WARRANT

To Purchase ______ Shares of Common Stock


 


 


	 	Date of Issuance:  _______, 2014
	 	 	 
	 	Warrant No.: ______


 


VOID
AFTER [●], 2019


 


THIS CERTIFIES THAT,
for value received, [__], or permitted registered assigns (the “Holder”), is entitled to subscribe for
and purchase at the Exercise Price (defined below) from Crossroads Systems, Inc., a Delaware corporation (the “Company”),
up to [__] shares of the common stock of the Company, par value $0.001 per share (the “Common
Stock”). This warrant is one of a series of warrants issued by the Company as of the date hereof (individually,
a “Warrant”, and collectively, “Company
Warrants”) pursuant to that certain Securities Purchase Agreement between the Company and the parties signatory
thereto, dated as of March 31, 2014 (the “Securities Purchase
Agreement”). The Holder takes this Warrant subject to the terms and restrictions set forth in the Transaction
Documents (as defined in the Securities Purchase Agreement) and shall be entitled to certain rights and privileges as set forth
in the Transaction Documents.


 


1.Definitions.
Capitalized terms used herein but not otherwise defined herein shall have their respective meanings as set forth in the Securities
Purchase Agreement. As used herein, the following terms shall have the following respective meanings:


 


(a)“Exercise
Period” shall mean the period commencing with the date that is six months after the Closing Date and ending
on the fifth anniversary of the Closing Date, unless sooner terminated as provided below.


 


(b)“Exercise
Price” shall initially mean $2.46 per share, subject to adjustment pursuant to Section 5 below.


 


(c)“Person”
means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company,
joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically
listed herein. 


 






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(d) “Trading
Day” shall mean any day on which the principal Trading Market is open for business.


 


(e)“Trading
Market” shall mean any of the following markets or exchanges on which the Common Stock is listed or quoted
for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select
Market, the New York Stock Exchange or the OTC Bulletin Board (or any successors to any of the foregoing).


 


(f)“Warrant
Shares” shall mean the shares of Common Stock issuable upon exercise of this Warrant.


 


2.Exercise of
Warrant.


 


2.1Exercise Mechanics.
The rights represented by this Warrant may, subject to Section 7 below, be exercised in whole or in part at any time
during the Exercise Period, by delivery of the following to the Company at its address set forth on the signature page hereto (or
at such other address as it may designate by notice in writing to the Holder):


 


(a)A complete and
duly executed Notice of Exercise, by or for the benefit of the Holder, in the form attached hereto as Exhibit A; and


 


(b)Payment of the
Exercise Price either in cash or by check (subject to the limitations in Section 2.3 below), or pursuant to the “cashless
exercise” procedures set forth in Section 4 below.


 


Execution and delivery
of the Notice of Exercise shall have the same effect as cancellation of the portion of the original Warrant so exercised, and this
Warrant shall evidence the right to purchase the remaining number of Warrant Shares, if any. If requested by the Company, the Holder
agrees to provide this Warrant, or an affidavit of lost security, to the Company within a reasonable period after the delivery
of the Notice of Exercise.


 


Certificates for shares
purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s
prime broker with the Depository Trust Company through its Deposits and Withdrawal at Custodian (DWAC) system if the Company is
a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise
within three (3) business days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment
of the aggregate Exercise Price as set forth above. This Warrant shall be deemed to have been exercised on the date the Exercise
Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and the Holder or any other person so
designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date
this Warrant has been exercised by payment to the Company of the Exercise Price. If by the close of the third full Trading Day
after delivery of a Notice of Exercise, the Company fails to deliver to the Holder a certificate representing the required number
of Warrant Shares in the manner required pursuant to this Section 2, and if after such third Trading Day and prior to the
receipt of such Warrant Shares, the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver
in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”),
then the Company shall, within three Trading Days after the Holder’s request and in the Holder’s sole discretion, either
(a) pay in cash to the Holder an amount equal to the Holder’s total purchase price (including brokerage commissions, if any)
for the shares of Common Stock so purchased (the “Buy-In Price”),
at which point the Company’s obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate or
(b) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shares and pay
cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (i) such number of Warrant
Shares, times (ii) the closing bid price on the date of the event giving rise to the Company’s obligation to deliver such
certificate.


 






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The person in whose
name any Warrant Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such
shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of
delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer
books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business
on the next succeeding date on which the stock transfer books are open.


 


To the extent permitted
by law, the Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and
unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to
any provision hereof, the recovery of any judgment against any person or entity or any action to enforce the same, or any setoff,
counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person or entity
of any obligation to the Company or any violation or alleged violation of law by the Holder or any other person or entity, and
irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with
the issuance of Warrant Shares.


 


Nothing herein shall
limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates
representing the Warrant Shares upon exercise of this Warrant as required pursuant to the terms hereof.


 


2.2Issuance of
New Warrants. Upon any partial exercise of this Warrant, the Company, at its expense, will forthwith and, in any event within
five (5) business days, issue and deliver to the Holder a new warrant or warrants of like tenor, registered in the name of the
Holder, exercisable, in the aggregate, for the balance of the number of the Warrant Shares remaining available for purchase under
this Warrant.


 






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2.3Exercise Limitations;
Holder’s Restrictions. Notwithstanding anything in this Warrant or the Securities Purchase Agreement to the contrary,
a Holder who is not as of the date hereof subject to, or affiliated with a Person that is subject to, obligations to report transactions
in the Company’s securities under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise,
to the extent that after giving effect to such issuance after exercise, such Holder (together with such Holder’s affiliates),
as set forth on the applicable Notice of Exercise, would beneficially own in excess of 9.99% of the number of shares of the Common
Stock outstanding immediately after giving effect to such issuance, unless the Holder of this Warrant elects to waive the provisions
of this Section 2.3 upon not less than 61 days’ prior notice to the Company; provided, however, that
in no event shall any Holder have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise,
to the extent that after giving effect to such issuance after exercise, such Holder (together with such Holder’s affiliates),
as set forth on the applicable Notice of Exercise, would beneficially own in excess of 19.99% of the number of shares of the Common
Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing sentence, the number of shares
of Common Stock beneficially owned by such Holder and its affiliates shall include the number of shares of Common Stock issuable
upon exercise of this Warrant if this Warrant is exercisable for shares of Common Stock with respect to which the determination
of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (a) exercise
of the remaining, non-exercised portion of this Warrant beneficially owned by such Holder or any of its affiliates and (b) exercise
or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without limitation,
any other shares of Common Stock or Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained
herein beneficially owned by such Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes
of this Section 2.3, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the
rules and regulations promulgated thereunder, it being acknowledged by a Holder that the Company is not representing to such Holder
that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules
required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2.3 applies, the
determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder) and of which portion
of this Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of a Notice of Exercise shall be
deemed to be each Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by
such Holder) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation,
and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section
2.3, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares
of Common Stock as reflected in (x) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K,
as the case may be, filed with the SEC, (y) a more recent public announcement by the Company or (z) any other notice by the Company
or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon its receipt of the written
or oral request of a Holder, the Company shall within two (2) Trading Days of such receipt confirm orally and in writing to such
Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by such Holder
or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported.


 






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3.Covenants
of the Company.


 


3.1Due Authorization.
The Company covenants and agrees that all Warrant Shares that may be issued upon the exercise of the rights represented by this
Warrant will, upon issuance, be validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens and
charges with respect to the issuance thereof.


 


3.2Available Shares.
The Company covenants and agrees that the Company will, at all times during the Exercise Period, have authorized and reserved,
free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented
by this Warrant. During the Exercise Period, if the number of authorized but unissued shares of Common Stock shall not be sufficient
to permit exercise of this Warrant into the applicable Warrant Shares, the Company will take such corporate action as may, in the
opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as
shall be sufficient for such purposes.


 


3.3Registration
Rights. The Holder and any permitted assignee or transferee of the Holder shall have the registration rights specified in the
Registration Rights Agreement.


 


3.4No Impairment.
Except and to the extent as waived or consented to by the Holder, the Company will not, by amendment of its Certificate of Incorporation
or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder
by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the
taking of all such action as may be necessary or appropriate in order to protect the exercise rights of the Holder against impairment.


 


4.Cashless Exercise.
If this Warrant is (a) exercisable for Warrant Shares and (b) if at any such time there is no effective Registration Statement
registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also
be exercised at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate
for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


(A) =the VWAP on
the Trading Day immediately preceding the date of such election;


 


(B) =the Exercise
Price of this Warrant, as adjusted; and


 


(X) =the number
of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise
rather than a cashless exercise.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then
listed or quoted on the principal Trading Market, the daily volume weighted average price of the Common Stock for such date (or
the nearest preceding date) on the principal Trading Market on which the Common Stock is then listed or quoted for trading as reported
by Bloomberg (as defined below) (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time);
(b) if the Common Stock is not then quoted for trading on a Trading Market and if prices for the Common Stock are then reported
in the “Pink Sheets” published by OTC Markets Group Inc. (or a similar organization or agency succeeding to its functions
of reporting prices), the most recent bid price per share of the Common Stock so reported; or (c) in all other cases, the fair
market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holders of Company
Warrants representing at least a majority of the Warrant Shares then subject to outstanding Company Warrants and reasonably acceptable
to the Company, the fees and expenses of which shall be paid by the Company.


 






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5.Adjustment
of Exercise Price and Shares.


 


5.1Stock Dividends,
Split-Ups, Recapitalizations, Etc. In the event of changes in the outstanding Common Stock of the Company by reason of stock
dividends, split-ups, recapitalizations, reclassifications, combinations or exchanges of shares, separations, reorganizations,
liquidations, consolidation, acquisition of the Company (whether through merger or acquisition of substantially all the assets
or stock of the Company), or the like, the number, class and type of shares available under this Warrant in the aggregate and the
Exercise Price shall be correspondingly adjusted to give the Holder of this Warrant, on exercise for the same aggregate Exercise
Price, the total number, class, and type of shares or other property as the Holder would have owned had this Warrant been exercised
prior to the event and had the Holder continued to hold such shares until the event requiring adjustment. The form of this Warrant
need not be changed because of any adjustment in the number of Warrant Shares subject to this Warrant.


 


5.2Certificate
of Adjustment. Upon the occurrence of each adjustment pursuant to this Section 5, the Company at its expense will, at
the written request of the Holder, promptly compute such adjustment in accordance with the terms of this Warrant and prepare a
certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type of
Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise
to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the Company will
promptly deliver a copy of each such certificate to the Holder and to the Company’s transfer agent.


 


6.Fractional
Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant
hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining
whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in
the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled
to such fraction a sum in cash equal to the product resulting from multiplying the then current Fair Market Value of a share of
Common stock by the fractional share not to be issued. “Fair Market Value” of one share of Common Stock
shall mean (a) the average of the closing sales prices for the shares of Common Stock on the principal Trading Market as reported
by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably
acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”)
for the ten (10) consecutive trading days immediately preceding such date, or (b) if the foregoing does not apply, the last sales
price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg,
or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg, or (c) if
Fair Market Value cannot be calculated as of such date on either of the forgoing bases, the Fair Market Value shall be as determined
by the Board of Directors of the Company (or a duly constituted committee thereof) in the exercise of its good faith judgment.


 






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7.Fundamental
Transactions. If, at any time while this Warrant is outstanding, (a) the Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company with or into another Person, (b) the Company, directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets
in one or a series of related transactions, (c) any direct or indirect purchase offer, tender offer or exchange offer (whether
by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange
their shares for other securities, cash or property and has been accepted by the holders of more than 50% of the outstanding shares
of Common Stock, (d) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property, or (e) the Company, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the
outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or
party to, or associated or affiliated with the Persons making or party to, such stock or share purchase agreement or other business
combination) (each, a “Fundamental Transaction”),
then, subject to the last sentence of this Section, upon any subsequent exercise of this Warrant, the Holder shall have the right
to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such
Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it
is the surviving corporation, and any additional consideration (the “Alternate
Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares
of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction. For purposes of any such
exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based
on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and
the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative
value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities,
cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate
Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding the foregoing,
if at any time while this Warrant is outstanding, the Company engages in any Fundamental Transaction in which the holders of Common
Stock receive in exchange for their shares of Common Stock only cash, then the Holder of this Warrant shall be entitled to receive
only an amount of cash equal to (i) (A) the amount of cash payable in such Fundamental Transaction to the holders of Common Stock
for each share of Common Stock held by the Holder of this Warrant; less (B) the Exercise Price of this Warrant, as adjusted; multiplied
by (ii) the number of Warrant Shares issuable upon exercise of this Warrant, at the same time and on the same terms as the holders
of Common Stock, and immediately upon the receipt of such payment by the Holder this Warrant shall terminate.


 






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8.No Stockholder
Rights. Other than as provided herein, this Warrant in and of itself shall not entitle the Holder to any voting rights or other
rights as a stockholder of the Company.


 


9.Transfer of
Warrant. Subject to compliance with any applicable laws, this Warrant and all rights hereunder are transferable, by the Holder
in person or by duly authorized attorney, only upon delivery of this Warrant and the form of assignment attached hereto as Exhibit
B to any transferee designated by the Holder. The transferee shall sign an investment letter in form and substance reasonably
satisfactory to the Company and its counsel.


 


10.Lost, Stolen,
Mutilated or Destroyed Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company may, on such terms as
to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof
for cancellation at the office of the Company), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen,
mutilated or destroyed. Any such new Warrant shall constitute an original contractual obligation of the Company, whether or not
the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.


 


11.Notices,
Etc. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal
delivery to the party to be notified, (b) when sent by electronic transmission or facsimile if sent during normal business hours
of the recipient, if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying
next day delivery, with written verification of receipt. All communications shall be sent to the Company at the address listed
on the signature page hereto to the attention of the Chief Financial Officer (with a copy to Andrews Kurth LLP, Attn: J. Matthew
Lyons, Fax: (512) 320-9292, Email: mlyons@andrewskurth.com) and to the Holder at the applicable address set forth on the applicable
signature page to the Securities Purchase Agreement or at such other address as the Company or the Holder may designate by ten
(10) days advance written notice to the other parties hereto.


 


12.Acceptance.
Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained
herein.


 


13.Governing
Law; Venue; Waiver of Jury Trial. This Warrant shall be governed by, and construed in accordance with, the laws of the State
of Delaware. The Holder hereby submits to the non-exclusive jurisdiction of the federal and state courts in the City of Wilmington,
Delaware in any suit or proceeding arising out of or relating to this Warrant or the transactions contemplated thereby. The Holder
irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating
to this Warrant in federal and state courts in the City of Wilmington, Delaware and irrevocably and unconditionally waives and
agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient
forum. The Holder hereby irrevocably waives any right it may have, and agrees not to request, a jury trial for the adjudication
of any dispute hereunder or in connection with or arising out of this Warrant.


 






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14.Interpretation.
All parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question
of intent or interpretation arises, this Agreement shall be construed as jointly drafted by all of the parties and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Warrant.


 


15.Amendment
or Waiver. Any term of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively
or prospectively) only by an instrument in writing signed by the Company and the Holder. No waivers of any term, condition or provision
of this Warrant, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such
term, condition or provision.


 


 


[Remainder of Page Intentionally Left
Blank]


 






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IN WITNESS WHEREOF,
the Company has caused this Warrant to be executed by its duly authorized officer as of March __, 2014.


 


 


	 	CROSSROADS SYSTEMS, INC.


	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	 	 
	 	Name:	 	 
	 	 	 	 
	 	Title:	 	 


 


 





[Signature Page to Common Stock Purchase
Warrant]







  






    	 



    	 



    

 


EXHIBIT
A


 


NOTICE OF EXERCISE


 


 


TO: CROSSROADS SYSTEMS, INC.


 


(1)The undersigned
hereby elects to purchase __________shares of the common stock, par value $0.001 (the “Common
Stock”), of Crossroads Systems, Inc. (the “Company”)
pursuant to the terms of the attached Warrant, and tenders herewith payment of the applicable exercise price in full, together
with all applicable transfer taxes, if any, subject to the limitations set forth in Section 2.3 of the Warrant.


 


(2)Please issue
the certificate for shares of Common Stock in the name of, and pay any cash for any fractional share to:


 


	 		 
	 	(Print or type name)	 
	 	 	 
	 	
         

        
	 
	 	(Social Security or other Identifying Number)	 
	 	 	 
	 	
         

        
	 
	 	(Street Address)	 
	 	 	 
	 	
         

        
	 
	 	(City, State, Zip Code)	 


 


(3)If such number
of shares shall not be all the shares purchasable upon the exercise of the Warrants evidenced by this Warrant, a new warrant certificate
for the balance of such Warrants remaining unexercised shall be registered in the name of and delivered to:


 


Please insert Social
Security or other identifying number: ____________________


 


(Please print name and address)


 


 


	 	 	 	 	 
	
        Dated: 

        
	 	 	
        (Signature)
	 
	 	(Date)	 	 	 
	 	 	 	 	 
		 	 	
        

        (Print Name)
	 



 






    	Exhibit A



    	 



    




  


EXHIBIT
B


 


ASSIGNMENT FORM


 


 


(To assign the foregoing
Warrant, execute this form and supply required information. Do not use this form to purchase shares.)


 


FOR VALUE RECEIVED,
the foregoing Warrant and all rights evidenced thereby are hereby assigned to


 


	 	 	 	 
	 	Name:	
        (Please Print)
	 
	 	 	 	 
	 	Address:	 	 
	 	 	 	 
	 		
        (Please Print)
	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	Dated:	_____________________, 20__	 
	 	 	 	 
	 	 	 	 
	 	Holder’s Signature:		 
	 	 	 	 
	 	
        Holder’s Address:

        
	
        
	 
	 	 	 	 


 


  


NOTE: The signature to this Assignment
Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatever.
Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority
to assign the foregoing Warrant.


 






    	Exhibit B