Exhibit 4.7


 


CROSSROADS SYSTEMS, INC. 


 


FORM OF WARRANT AGREEMENT


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated as of [●], between Crossroads Systems, Inc., a Delaware corporation (the “Company”)
and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate
trust office in [●], as warrant agent (the “Warrant Agent”).


 


WHEREAS, the Company proposes to
sell [If Warrants are sold with other securities - [title of such other securities being offered] (the “Other
Securities”) with] warrant certificates evidencing one or more warrants (the “Warrants”
or, individually, a “Warrant”) representing the right to purchase [title of security] of the Company,
par value $[●] per share (the “Warrant Securities”), such warrant certificates and other warrant
certificates issued pursuant to this Agreement being herein called the “Warrant Certificates”; and


 


WHEREAS, the Company desires the
Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with the issuance, registration,
transfer, exchange, exercise and replacement of the Warrant Certificates, and in this Agreement wishes to set forth, among other
things, the form and provisions of the Warrant Certificates and the terms and conditions on which they may be issued, registered,
transferred, exchanged, exercised and replaced.


 


NOW THEREFORE, in consideration of
the premises and of the mutual agreements herein contained, the parties hereto agree as follows:


 


ARTICLE 1

ISSUANCE OF WARRANTS AND EXECUTION AND

DELIVERY OF WARRANT CERTIFICATES


 


1.1         Issuance
Of Warrants. [If Warrants alone -Upon issuance, each Warrant Certificate shall evidence one or more Warrants.]
[If Other Securities and Warrants -Warrant Certificates will be issued in connection with the issuance of the Other
Securities but shall be separately transferable and each Warrant Certificate shall evidence one or more Warrants.] Each Warrant
evidenced thereby shall represent the right, subject to the provisions contained herein and therein, to purchase one Warrant Security.
[If Other Securities and Warrants -Warrant Certificates will be issued with the Other Securities and each Warrant
Certificate will evidence [●] Warrants for each [[●] shares] of Other Securities issued.]


 


1.2         Execution
And Delivery Of Warrant Certificates. Each Warrant Certificate, whenever issued, shall be in registered form substantially
in the form set forth in Exhibit A hereto, shall be dated the date of its countersignature by the Warrant Agent and may
have such letters, numbers, or other marks of identification or designation and such legends or endorsements printed, lithographed
or engraved thereon as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence
of such approval) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law
or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange on which the Warrants
may be listed, or to conform to usage. The Warrant Certificates shall be signed on behalf of the Company by any of its present
or future chief executive officers, presidents, senior vice presidents, vice presidents, chief financial officers, chief legal
officers, treasurers, assistant treasurers, controllers, assistant controllers, secretaries or assistant secretaries. Such signatures
may be manual or facsimile signatures of such authorized officers and may be imprinted or otherwise reproduced on the Warrant Certificates.
The seal of the Company, if used, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Warrant Certificates.


 


No Warrant Certificate shall be valid for
any purpose, and no Warrant evidenced thereby shall be exercisable, until such Warrant Certificate has been countersigned by the
manual signature of the Warrant Agent. Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company
shall be conclusive evidence that the Warrant Certificate so countersigned has been duly issued hereunder.


 




    	 



    	 



    

 


In case any officer of the Company who shall
have signed any of the Warrant Certificates either manually or by facsimile signature shall cease to be such officer before the
Warrant Certificates so signed shall have been countersigned and delivered by the Warrant Agent, such Warrant Certificates may
be countersigned and delivered notwithstanding that the person who signed such Warrant Certificates ceased to be such officer of
the Company; and any Warrant Certificate may be signed on behalf of the Company by such persons as, at the actual date of the execution
of such Warrant Certificate, shall be the proper officers of the Company, although at the date of the execution of this Agreement
any such person was not such officer.


 


The term “holder”
or “holder of a Warrant Certificate” as used herein shall mean any person in whose name at the time any
Warrant Certificate shall be registered upon the books to be maintained by the Warrant Agent for that purpose.


 


1.3         Issuance
Of Warrant Certificates. Warrant Certificates evidencing the right to purchase Warrant Securities may be executed by
the Company and delivered to the Warrant Agent upon the execution of this Warrant Agreement or from time to time thereafter. The
Warrant Agent shall, upon receipt of Warrant Certificates duly executed on behalf of the Company, countersign such Warrant Certificates
and shall deliver such Warrant Certificates to or upon the order of the Company.


 


ARTICLE 2

WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS


 


2.1         Warrant
Price. During the period specified in Section 2.2, each Warrant shall, subject to the terms of this Warrant Agreement
and the applicable Warrant Certificate, entitle the holder thereof to purchase the number of Warrant Securities specified in the
applicable Warrant Certificate at an exercise price of $[●] per Warrant Security, subject to adjustment upon the occurrence
of certain events, as hereinafter provided. Such purchase price per Warrant Security is referred to in this Agreement as the “Warrant
Price.”


 


2.2         Duration
Of Warrants. Each Warrant may be exercised in whole or in part at any time, as specified herein, on or after [the date
thereof] [●] and at or before [●] p.m., [City] time, on [●] or such later date as the Company may designate by
notice to the Warrant Agent and the holders of Warrant Certificates mailed to their addresses as set forth in the record books
of the Warrant Agent (the “Expiration Date”). Each Warrant not exercised at or before [●] p.m.,
[City] time, on the Expiration Date shall become void, and all rights of the holder of the Warrant Certificate evidencing such
Warrant under this Agreement shall cease.


 


2.3         Exercise Of Warrants.


 


(a)         During the period specified
in Section 2.2, the Warrants may be exercised to purchase a whole number of Warrant Securities in registered form by providing
certain information as set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United
States of America, [in cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer
in immediately available funds] the Warrant Price for each Warrant Security with respect to which a Warrant is being exercised
to the Warrant Agent at its corporate trust office [if cashless exercise is permitted: or pursuant to the ‘cashless
exercise’ procedures set forth in Section 2.3(b) below], provided that such exercise is subject to receipt
within five business days of such payment by the Warrant Agent of the Warrant Certificate with the form of election to purchase
Warrant Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. [if cashless
exercise is permitted: If Warrants are exercised for cash, the] [The] date on which payment in full of the Warrant Price
is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on
which the Warrant is exercised; provided, however, that if, at the date of receipt of such Warrant Certificates and payment
in full of the Warrant Price, the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall
be closed, no such receipt of such Warrant Certificates and no such payment of such Warrant Price shall be effective to constitute
the person so designated to be named as the holder of record of such Warrant Securities on such date, but shall be effective to
constitute such person as the holder of record of such Warrant Securities for all purposes at the opening of business on the next
succeeding day on which the transfer books for the Warrant Securities purchasable upon the exercise of such Warrants shall be opened,
and the certificates for the Warrant Securities in respect of which such Warrants are then exercised shall be issuable as of the
date on such next succeeding day on which the transfer books shall next be opened, and until such date the Company shall be under
no duty to deliver any certificate for such Warrant Securities. The Warrant Agent shall deposit all funds received by it in payment
of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each
day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall
promptly confirm such telephone advice to the Company in writing.


 




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(b)         [If cashless exercise is permitted:
The Warrants may also be exercised by means of a “cashless exercise” in which the holder shall be entitled to receive
a certificate for the number of Warrant Securities equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


(A) =         the Market Price of a Warrant Security (as
defined in Section 3.7(b)) on the day immediately preceding the date of such election;


 


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


 


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


 


(c)         The Warrant Agent shall, from
time to time, as promptly as practicable, advise the Company of (i) the number of Warrant Securities with respect to which Warrants
were exercised, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery
of the Warrant Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing
the balance, if any, of the Warrants for the remaining Warrant Securities after such exercise, and (iv) such other information
as the Company shall reasonably require.


 


(d)         As soon as practicable after
the exercise of any Warrant, the Company shall issue to or upon the order of the holder of the Warrant Certificate evidencing such
Warrant the Warrant Securities to which such holder is entitled, in fully registered form, registered in such name or names as
may be directed by such holder. If fewer than all of the Warrants evidenced by such Warrant Certificate are exercised, the Company
shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate
evidencing Warrants for the number of Warrant Securities remaining unexercised.


 


(e)         The Company shall not be required
to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the
issue of the Warrant Securities, and in the event that any such transfer is involved, the Company shall not be required to issue
or deliver any Warrant Security until such tax or other charge shall have been paid or it has been established to the Company’s
satisfaction that no such tax or other charge is due.


 


(f)         Prior to the issuance of any
Warrants there shall have been reserved, and the Company shall at all times through the Expiration Date keep reserved, out of its
authorized but unissued Warrant Securities, a number of shares sufficient to provide for the exercise of the Warrants.


 




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2.4         [Exercise
Limitation. Notwithstanding anything in this Agreement or the Warrant Certificates to the contrary, a holder shall not
have the right to exercise any portion of Warrants, to the extent that after giving effect to such issuance after exercise, such
holder (together with such holder’s “affiliates” as defined in Rule 405 under the Securities Act of 1933, as
amended) would beneficially own in excess of 9.99% of the common stock, par value $0.001 per share, of the Company (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 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 a Warrant to the extent that after giving effect to such issuance
after exercise, such holder (together with such holder’s “affiliates” as defined in Rule 405 under the Securities
Act of 1933, as amended) would beneficially own in excess of 19.99% 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 a Warrant if the 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 a 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, beneficial ownership shall be calculated in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended (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 applies, the determination
of whether a Warrant is exercisable (in relation to other securities owned by such holder) and of which portion of a Warrant is
exercisable shall be in the sole discretion of a holder, and the submission of a Warrant Certificate for exercise shall be deemed
to be each Holder’s determination of whether a Warrant is exercisable (in relation to other securities owned by such Holder)
and of which portion of a 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, 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 Securities and Exchange Commission, (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. 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 the Warrants to be exercised, by such holder or its affiliates since the date as of which such number of outstanding
shares of Common Stock was reported.]


 


ARTICLE 3

OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF

WARRANT CERTIFICATES


 


3.1         No
Rights As Warrant Securityholder Conferred By Warrants Or Warrant Certificates. No Warrant Certificate or Warrant evidenced
thereby shall entitle the holder thereof to any of the rights of a holder of Warrant Securities, including, without limitation,
the right to receive the payment of dividends or distributions, if any, on the Warrant Securities or to exercise any voting rights,
except to the extent expressly set forth in this Agreement or the applicable Warrant Certificate.


 


3.2         Lost,
Stolen, Mutilated Or Destroyed Warrant Certificates. Upon receipt by the Warrant Agent of an affidavit and/or other
evidence reasonably satisfactory to it and the Company of the ownership of and the loss, theft, destruction or mutilation of any
Warrant Certificate and indemnity and/or surety bond reasonably satisfactory to the Warrant Agent and the Company and, in the case
of mutilation, upon surrender of the mutilated Warrant Certificate to the Warrant Agent for cancellation, then, in the absence
of notice to the Company or the Warrant Agent that such Warrant Certificate has been acquired by a bona fide purchaser, the Company
shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, in exchange for or in lieu
of the lost, stolen, destroyed or mutilated Warrant Certificate, a new Warrant Certificate of the same tenor and evidencing Warrants
for a like number of Warrant Securities. Upon the issuance of any new Warrant Certificate under this Section 3.2, the Company
may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto
and any other expenses (including the fees and expenses of the Warrant Agent) in connection therewith. Every substitute Warrant
Certificate executed and delivered pursuant to this Section 3.2 in lieu of any lost, stolen or destroyed Warrant Certificate
shall represent an additional contractual obligation of the Company and shall be entitled to the benefits of this Agreement equally
and proportionately with any and all other Warrant Certificates duly executed and delivered hereunder. To the maximum extent permitted
by applicable law, the lost, stolen or destroyed Warrant Certificate shall not be at any time enforceable by anyone. The provisions
of this Section 3.2 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to
the replacement of mutilated, lost, stolen or destroyed Warrant Certificates.


 




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3.3         Holder
Of Warrant Certificate May Enforce Rights. Notwithstanding any of the provisions of this Agreement, any holder of a
Warrant Certificate, without the consent of the Warrant Agent, the holder of any Warrant Securities or the holder of any other
Warrant Certificate, may, in such holder’s own behalf and for such holder’s own benefit, enforce, and may institute
and maintain any suit, action or proceeding against the Company suitable to enforce, or otherwise in respect of, such holder’s
right to exercise the Warrants evidenced by such holder’s Warrant Certificate in the manner provided in such holder’s
Warrant Certificate and in this Agreement.


 


3.4         Adjustments.


 


(a)         In case the Company shall at
any time subdivide its outstanding Warrant Securities into a greater number of shares, the Warrant Price in effect immediately
prior to such subdivision shall be proportionately reduced and the number of Warrant Securities purchasable under the Warrants
shall be proportionately increased. Conversely, in case the outstanding Warrant Securities of the Company shall be combined into
a smaller number of shares, the Warrant Price in effect immediately prior to such combination shall be proportionately increased
and the number of Warrant Securities purchasable under the Warrants shall be proportionately decreased.


 


(b)         If at any time or from time
to time the holders of Warrant Shares (or any shares of stock or other securities at the time receivable upon the exercise of the
Warrants) shall have received or become entitled to receive, without payment therefore,


 


(i)        Warrant Securities or any shares
of stock or other securities which are at any time directly or indirectly convertible into or exchangeable for Warrant Securities,
or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution;


 


(ii)       any cash paid or payable otherwise
than as a cash dividend paid or payable out of the Company’s current or retained earnings;


 


(iii)      any evidence of the Company’s
indebtedness or rights to subscribe for or purchase the Company’s indebtedness; or


 


(iv)      Warrant Securities or additional
stock or other securities or property (including cash) by way of spinoff, split-up, reclassification, combination of shares or
similar corporate rearrangement (other than Warrant Securities issued as a stock split or adjustments in respect of which shall
be covered by the terms of Section 3.4(a) above), then and in each such case, the holder of each Warrant shall, upon the
exercise of the Warrant, be entitled to receive, in addition to the number of Warrant Securities receivable thereupon, and without
payment of any additional consideration therefore, the amount of stock and other securities and property (including cash and indebtedness
or rights to subscribe for or purchase indebtedness) which such holder would hold on the date of such exercise had he been the
holder of record of such Warrant Securities as of the date on which holders of Warrant Securities received or became entitled to
receive such shares or all other additional stock and other securities and property.


 




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(c)         In case of (i) any reclassification,
capital reorganization, or change in the Warrant Securities (other than as a result of a subdivision, combination, or stock dividend
provided for in Section 3.4(a) or Section 3.4(b) above), (ii) share exchange, merger or similar transaction of the
Company with or into another person or entity (other than a share exchange, merger or similar transaction in which the Company
is the acquiring or surviving corporation and which does not result in any change in the Warrant Securities other than the issuance
of additional Warrant Securities) or (iii) the sale, exchange, lease, transfer or other disposition of all or substantially all
of the properties and assets of the Company as an entirety (in any such case, a “Reorganization Event”),
then, as a condition of such Reorganization Event, lawful provisions shall be made, and duly executed documents evidencing the
same from the Company or its successor shall be delivered to the holders of the Warrants, so that the holders of the Warrants shall
have the right at any time prior to the expiration of the Warrants to purchase, at a total price equal to that payable upon the
exercise of the Warrants, the kind and amount of shares of stock and other securities and property receivable in connection with
such Reorganization Event by a holder of the same number of Warrant Securities as were purchasable by the holders of the Warrants
immediately prior to such Reorganization Event. In any such case appropriate provisions shall be made with respect to the rights
and interests of the holders of the Warrants so that the provisions hereof shall thereafter be applicable with respect to any shares
of stock or other securities and property deliverable upon exercise the Warrants, and appropriate adjustments shall be made to
the Warrant Price payable hereunder provided the aggregate purchase price shall remain the same. In the case of any transaction
described in clauses (ii) and (iii) above, the Company shall thereupon be relieved of any further obligation hereunder or under
the Warrants, and the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or
liquidated. Such successor or assuming entity thereupon may cause to be signed, and may issue either in its own name or in the
name of the Company, any or all of the Warrants issuable hereunder which heretofore shall not have been signed by the Company,
and may execute and deliver securities in its own name, in fulfillment of its obligations to deliver Warrant Securities upon exercise
of the Warrants. All the Warrants so issued shall in all respects have the same legal rank and benefit under this Agreement as
the Warrants theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Warrants had
been issued at the date of the execution hereof. In any case of any such Reorganization Event, such changes in phraseology and
form (but not in substance) may be made in the Warrants thereafter to be issued as may be appropriate. The Warrant Agent may receive
a written opinion of legal counsel as conclusive evidence that any such Reorganization Event complies with the provisions of this
Section 3.4.


 


(d)         The Company may, at its option,
at any time until the Expiration Date, reduce the then current Warrant Price to any amount deemed appropriate by the Board of Directors
of the Company for any period not exceeding twenty consecutive days (as evidenced in a resolution adopted by such Board of Directors),
but only upon giving the notices required by Section 3.5 at least ten days prior to taking such action.


 


(e)         Except as herein otherwise expressly
provided, no adjustment in the Warrant Price shall be made by reason of the issuance of Warrant Securities, or securities convertible
into or exchangeable for Warrant Securities, or securities carrying the right to purchase any of the foregoing or for any other
reason whatsoever.


 


(f)         No fractional Warrant Securities
shall be issued upon the exercise of Warrants. If more than one Warrant shall be exercised at one time by the same holder, the
number of full Warrant Securities which shall be issuable upon such exercise shall be computed on the basis of the aggregate number
of Warrant Securities purchased pursuant to the Warrants so exercised. Instead of any fractional Warrant Security which would otherwise
be issuable upon exercise of any Warrant, the Company shall pay a cash adjustment in respect of such fraction in an amount equal
to the same fraction of the last reported sale price (or bid price if there were no sales) per Warrant Security, in either case
as reported on the principal registered national securities exchange on which the Warrant Securities are listed or admitted to
trading on the business day that next precedes the day of exercise or, if the Warrant Securities are not then listed or admitted
to trading on any registered national securities exchange, the average of the closing high bid and low asked prices as reported
on the OTC Bulletin Board Service (the “OTC Bulletin Board”) operated by the Financial Industry Regulatory
Authority, Inc. (“FINRA” ) or, if not available on the OTC Bulletin Board, then the average of the closing
high bid and low asked prices as reported on any other U.S. quotation medium or inter-dealer quotation system on such date, or
if on any such date the Warrant Securities are not listed or admitted to trading on a registered national securities exchange,
are not included in the OTC Bulletin Board, and are not quoted on any other U.S. quotation medium or inter-dealer quotation system,
an amount equal to the same fraction of the average of the closing bid and asked prices as furnished by any FINRA member firm selected
from time to time by the Company for that purpose at the close of business on the business day that next precedes the day of exercise.


 


(g)         Whenever the Warrant Price then
in effect is adjusted as herein provided, the Company shall mail to each holder of the Warrants at such holder’s address
as it shall appear on the books of the Company a statement setting forth the adjusted Warrant Price then and thereafter effective
under the provisions hereof, together with the facts, in reasonable detail, upon which such adjustment is based.


 


3.5         Notice
To Warrantholders. In case the Company shall (a) effect any dividend or distribution described in Section 3.4(b),
(b) effect any Reorganization Event, (c) make any distribution on or in respect of the Warranties in connection with the dissolution,
liquidation or winding up of the Company, or (d) reduce the then current Warrant Price pursuant to Section 3.4(d), then
the Company shall mail to each holder of Warrants at such holder’s address as it shall appear on the books of the Warrant
Agent, at least ten days prior to the applicable date hereinafter specified, a notice stating (x) the record date for such dividend
or distribution, or, if a record is not to be taken, the date as of which the holders of record of Warrant Securities that will
be entitled to such dividend or distribution are to be determined, (y) the date on which such Reorganization Event, dissolution,
liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Warrant Securiites
of record shall be entitled to exchange their Warrant Securities for securities or other property deliverable upon such Reorganization
Event, dissolution, liquidation or winding up, or (z) the first date on which the then current Warrant Price shall be reduced pursuant
to Section 3.4(d). No failure to mail such notice nor any defect therein or in the mailing thereof shall affect any such
transaction or any adjustment in the Warrant Price required by Section 3.4.


 




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3.6         [If
The Warrants Are Subject To Acceleration By The Company, Insert - Acceleration Of Warrants By The Company.


 


(a)         At any time on or after [●],
the Company shall have the right to accelerate any or all Warrants at any time by causing them to expire at the close of business
on the day next preceding a specified date (the “Acceleration Date”), if the Market Price (as hereinafter
defined) of the Warrant Securities equals or exceeds [●] percent ([●]%) of the then effective Warrant Price on any
twenty Trading Days (as hereinafter defined) within a period of thirty consecutive Trading Days ending no more than five Trading
Days prior to the date on which the Company gives notice to the Warrant Agent of its election to accelerate the Warrants.


 


(b)         “Market Price”
for each Trading Day shall be, if the Warrant Securities are listed or admitted to trading on any registered national securities
exchange, the last reported sale price, regular way (or, if no such price is reported, the average of the reported closing bid
and asked prices, regular way) of Warrant Securities, in either case as reported on the principal registered national securities
exchange on which the Warrant Securities is listed or admitted to trading or, if not listed or admitted to trading on any registered
national securities exchange, the average of the closing high bid and low asked prices as reported on the OTC Bulletin Board operated
by FINRA, or if not available on the OTC Bulletin Board, then the average of the closing high bid and low asked prices as reported
on any other U.S. quotation medium or inter-dealer quotation system, or if on any such date the Warrant Securities are not listed
or admitted to trading on a registered national securities exchange, are not included in the OTC Bulletin Board, and are not quoted
on any other U.S. quotation medium or inter-dealer quotation system, the average of the closing bid and asked prices as furnished
by any FINRA member firm selected from time to time by the Company for that purpose. “Trading Day” shall
be each Monday through Friday, other than any day on which securities are not traded in the system or on the exchange that is the
principal market for the Warrant Securities, as determined by the Board of Directors of the Company.


 


(c)         In the event of an acceleration
of less than all of the Warrants, the Warrant Agent shall select the Warrants to be accelerated by lot, pro rata or in such other
manner as it deems, in its discretion, to be fair and appropriate.


 


(d)         Notice of an acceleration specifying
the Acceleration Date shall be sent by mail first class, postage prepaid, to each registered holder of a Warrant Certificate representing
a Warrant accelerated at such holder’s address appearing on the books of the Warrant Agent not more than sixty days nor less
than thirty days before the Acceleration Date. Such notice of an acceleration also shall be given no more than twenty days, and
no less than ten days, prior to the mailing of notice to registered holders of Warrants pursuant to this Section 3.6, by
publication at least once in a newspaper of general circulation.


 


Any Warrant accelerated may be exercised
until [●] p.m., [City] time, on the business day next preceding the Acceleration Date. The Warrant Price shall be payable
as provided in Section 2.]


 


ARTICLE 4

EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES


 


4.1         Exchange
And Transfer Of Warrant Certificates. Upon surrender at the corporate trust office of the Warrant Agent, Warrant Certificates
evidencing Warrants may be exchanged for Warrant Certificates in other denominations evidencing such Warrants or the transfer thereof
may be registered in whole or in part; provided that such other Warrant Certificates evidence Warrants for the same aggregate
number of Warrant Securities as the Warrant Certificates so surrendered. The Warrant Agent shall keep, at its corporate trust office,
books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates and exchanges
and transfers of outstanding Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its corporate
trust office for exchange or registration of transfer, properly endorsed or accompanied by appropriate instruments of registration
of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent. No service charge
shall be made for any exchange or registration of transfer of Warrant Certificates, but the Company may require payment of a sum
sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange
or registration of transfer. Whenever any Warrant Certificates are so surrendered for exchange or registration of transfer, an
authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant
Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be
required to effect any exchange or registration of transfer which will result in the issuance of a Warrant Certificate evidencing
a Warrant for a fraction of a Warrant Security or a number of Warrants for a whole number of Warrant Securities and a fraction
of a Warrant Security. All Warrant Certificates issued upon any exchange or registration of transfer of Warrant Certificates shall
be the valid obligations of the Company, evidencing the same obligations and entitled to the same benefits under this Agreement
as the Warrant Certificate surrendered for such exchange or registration of transfer.


 




    	7



    	 



    

 


4.2         Treatment
Of Holders Of Warrant Certificates. The Company, the Warrant Agent and all other persons may treat the registered holder
of a Warrant Certificate as the absolute owner thereof for any purpose and as the person entitled to exercise the rights represented
by the Warrants evidenced thereby, any notice to the contrary notwithstanding.


 


4.3         Cancellation
Of Warrant Certificates. Any Warrant Certificate surrendered for exchange, registration of transfer or exercise of the
Warrants evidenced thereby shall, if surrendered to the Company, be delivered to the Warrant Agent and all Warrant Certificates
surrendered or so delivered to the Warrant Agent shall be promptly canceled by the Warrant Agent and shall not be reissued and,
except as expressly permitted by this Agreement, no Warrant Certificate shall be issued hereunder in exchange therefor or in lieu
thereof. The Warrant Agent shall deliver to the Company from time to time or otherwise dispose of canceled Warrant Certificates
in a manner satisfactory to the Company.


 


ARTICLE 5

CONCERNING THE WARRANT AGENT


 


5.1         Warrant
Agent. The Company hereby appoints [●] as Warrant Agent of the Company in respect of the Warrants and the Warrant
Certificates upon the terms and subject to the conditions herein set forth, and [●] hereby accepts such appointment. The
Warrant Agent shall have the powers and authority granted to and conferred upon it in the Warrant Certificates and hereby and such
further powers and authority to act on behalf of the Company as the Company may hereafter grant to or confer upon it. All of the
terms and provisions with respect to such powers and authority contained in the Warrant Certificates are subject to and governed
by the terms and provisions hereof.


 


5.2         Conditions
Of Warrant Agent’s Obligations. The Warrant Agent accepts its obligations herein set forth upon the terms and
conditions hereof, including the following to all of which the Company agrees and to all of which the rights hereunder of the holders
from time to time of the Warrant Certificates shall be subject:


 


(a)         Compensation And Indemnification.
The Company agrees promptly to pay the Warrant Agent the compensation to be agreed upon with the Company for all services rendered
by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees)
incurred without negligence, bad faith or willful misconduct by the Warrant Agent in connection with the services rendered hereunder
by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability
or expense incurred without negligence, bad faith or willful misconduct on the part of the Warrant Agent, arising out of or in
connection with its acting as Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim
of such liability.


 


(b)         Agent For The Company. In acting
under this Warrant Agreement and in connection with the Warrant Certificates, the Warrant Agent is acting solely as agent of the
Company and does not assume any obligations or relationship of agency or trust for or with any of the holders of Warrant Certificates
or beneficial owners of Warrants.


 




    	8



    	 



    

 


(c)         Counsel. The Warrant Agent may
consult with counsel satisfactory to it, which may include counsel for the Company or internal counsel to the Warrant Agent, and
the written advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in accordance with the advice of such counsel.


 


(d)         Documents. The Warrant Agent
shall be protected and shall incur no liability for or in respect of any action taken or omitted by it in reliance upon any Warrant
Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it
to be genuine and to have been presented or signed by the proper parties.


 


(e)         Certain Transactions. The Warrant
Agent, and its officers, directors and employees, may become the owner of, or acquire any interest in, Warrants, with the same
rights that it or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it
or they may engage or be interested in any financial or other transaction with the Company and may act on, or as depositary, trustee
or agent for, any committee or body of holders of Warrant Securities or other obligations of the Company as freely as if it were
not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as
trustee under any indenture to which the Company is a party.


 


(f)         No Liability For Interest. Unless
otherwise agreed with the Company, the Warrant Agent shall have no liability for interest on any monies at any time received by
it pursuant to any of the provisions of this Agreement or of the Warrant Certificates.


 


(g)         No Liability For Invalidity.
The Warrant Agent shall have no liability with respect to any invalidity of this Agreement or any of the Warrant Certificates (except
as to the Warrant Agent’s countersignature thereon).


 


(h)         No Responsibility For Representations.
The Warrant Agent shall not be responsible for any of the recitals or representations herein or in the Warrant Certificates (except
as to the Warrant Agent’s countersignature thereon), all of which are made solely by the Company.


 


(i)         No Implied Obligations. The
Warrant Agent shall be obligated to perform only such duties as are herein and in the Warrant Certificates specifically set forth
and no implied duties or obligations shall be read into this Agreement or the Warrant Certificates against the Warrant Agent. The
Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability,
the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be
accountable or under any duty or responsibility for the use by the Company of any of the Warrant Certificates authenticated by
the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds
of the Warrant Certificates. The Warrant Agent shall have no duty or responsibility in case of any default by the Company in the
performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any
written demand from a holder of a Warrant Certificate with respect to such default, including, without limiting the generality
of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or, except
as provided in Section 6.2 hereof, to make any demand upon the Company.


 


5.3         Resignation, Removal And Appointment
Of Successors.


 


(a)         The Company agrees, for the
benefit of the holders from time to time of the Warrant Certificates, that there shall at all times be a Warrant Agent hereunder
until all the Warrants have been exercised or are no longer exercisable.


 


(b)         The Warrant Agent may at any
time resign as agent by giving written notice to the Company of such intention on its part, specifying the date on which its desired
resignation shall become effective; provided that such date shall not be less than three months after the date on which
such notice is given unless the Company otherwise agrees. The Warrant Agent hereunder may be removed at any time by the filing
with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the intended date when
it shall become effective. Such resignation or removal shall take effect upon the appointment by the Company, as hereinafter provided,
of a successor Warrant Agent (which shall be a bank or trust company authorized under the laws of the jurisdiction of its organization
to exercise corporate trust powers) and the acceptance of such appointment by such successor Warrant Agent. The obligation of the
Company under Section 5.2(a) shall continue to the extent set forth therein notwithstanding the resignation or removal of
the Warrant Agent.


 




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(c)         In case at any time the Warrant
Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or
shall commence a voluntary case under the Federal bankruptcy laws, as now or hereafter constituted, or under any other applicable
Federal or state bankruptcy, insolvency or similar law or shall consent to the appointment of or taking possession by a receiver,
custodian, liquidator, assignee, trustee, sequestrator (or other similar official) of the Warrant Agent or its property or affairs,
or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as
they become due, or shall take corporate action in furtherance of any such action, or a decree or order for relief by a court having
jurisdiction in the premises shall have been entered in respect of the Warrant Agent in an involuntary case under the Federal bankruptcy
laws, as now or hereafter constituted, or any other applicable Federal or state bankruptcy, insolvency or similar law, or a decree
or order by a court having jurisdiction in the premises shall have been entered for the appointment of a receiver, custodian, liquidator,
assignee, trustee, sequestrator (or similar official) of the Warrant Agent or of its property or affairs, or any public officer
shall take charge or control of the Warrant Agent or of its property or affairs for the purpose of rehabilitation, conservation,
winding up or liquidation, a successor Warrant Agent, qualified as aforesaid, shall be appointed by the Company by an instrument
in writing, filed with the successor Warrant Agent. Upon the appointment as aforesaid of a successor Warrant Agent and acceptance
by the successor Warrant Agent of such appointment, the Warrant Agent shall cease to be Warrant Agent hereunder.


 


(d)         Any successor Warrant Agent
appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Company an instrument accepting such appointment
hereunder, and thereupon such successor Warrant Agent, without any further act, deed or conveyance, shall become vested with all
the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally
named as Warrant Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon
become obligated to transfer, deliver and pay over, and such successor Warrant Agent shall be entitled to receive, all monies,
securities and other property on deposit with or held by such predecessor, as Warrant Agent hereunder.


 


(e)         Any corporation into which the
Warrant Agent hereunder may be merged or converted or any corporation with which the Warrant Agent may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party, or any corporation
to which the Warrant Agent shall sell or otherwise transfer all or substantially all the assets and business of the Warrant Agent,
provided that it shall be qualified as aforesaid, shall be the successor Warrant Agent under this Agreement without the
execution or filing of any paper or any further act on the part of any of the parties hereto.


 


ARTICLE 6

MISCELLANEOUS


 


6.1         Amendment.
This Agreement may be amended by the parties hereto, without the consent of the holder of any Warrant Certificate, for the purpose
of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein, or making any other
provisions with respect to matters or questions arising under this Agreement as the Company and the Warrant Agent may deem necessary
or desirable; provided that such action shall not materially adversely affect the interests of the holders of the Warrant
Certificates.


 


6.2         Notices
And Demands To The Company And Warrant Agent. If the Warrant Agent shall receive any notice or demand addressed to the
Company by the holder of a Warrant Certificate pursuant to the provisions of the Warrant Certificates, the Warrant Agent shall
promptly forward such notice or demand to the Company.


 


6.3         Addresses.
Any communication from the Company to the Warrant Agent with respect to this Agreement shall be addressed to [●], Attention:
[●] and any communication from the Warrant Agent to the Company with respect to this Agreement shall be addressed to Crossroads
Systems, Inc., 11000 North Mo-Pac Expressway, Austin, TX 78759, Attention: [●], with a copy (which shall not constitute notice)
to Andrews Kurth LLP, 111 Congress Avenue, Suite 1700, Austin, TX 78701, Attention J. Matthew Lyons. Each of the Warrant Agent
and the Company may specify another address in writing.


 




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6.4         Governing
Law. This Agreement and each Warrant Certificate issued hereunder shall be governed by and construed in accordance with
the laws of the State of New York.


 


6.5         Delivery
Of Prospectus. The Company shall furnish to the Warrant Agent sufficient copies of a prospectus meeting the requirements
of the Securities Act of 1933, as amended, relating to the Warrant Securities deliverable upon exercise of the Warrants (the “Prospectus”),
and the Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent will deliver to the holder of the Warrant
Certificate evidencing such Warrant, prior to or concurrently with the delivery of the Warrant Securities issued upon such exercise,
a Prospectus. The Warrant Agent shall not, by reason of any such delivery, assume any responsibility for the accuracy or adequacy
of such Prospectus.


 


6.6         Obtaining
Of Governmental Approvals. The Company will from time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental agencies and authorities and securities act filings under
United States Federal and state laws (including without limitation a registration statement in respect of the Warrants and Warrant
Securities under the Securities Act of 1933, as amended), which may be or become requisite in connection with the issuance, sale,
transfer, and delivery of the Warrant Securities issued upon exercise of the Warrants, the issuance, sale, transfer and delivery
of the Warrants or upon the expiration of the period during which the Warrants are exercisable.


 


6.7         Persons
Having Rights Under Warrant Agreement. Nothing in this Agreement shall give to any person other than the Company, the
Warrant Agent and the holders of the Warrant Certificates any right, remedy or claim under or by reason of this Agreement.


 


6.8         Headings.
The descriptive headings of the several Articles and Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.


 


6.9         Counterparts.
This Agreement may be executed in any number of counterparts, each of which as so executed shall be deemed to be an original, but
such counterparts shall together constitute but one and the same instrument.


 


6.10       Inspection
Of Agreement. A copy of this Agreement shall be available at all reasonable times at the principal corporate trust office
of the Warrant Agent for inspection by the holder of any Warrant Certificate. The Warrant Agent may require such holder to submit
his Warrant Certificate for inspection by it.


 




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IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed all as of the day and year first above written.


 





	 	CROSSROADS SYSTEMS, INC., as Company
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	ATTEST:	 
	 	 	 
	 	COUNTERSIGNED
	 	 
	 	[●], as Warrant Agent
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	ATTEST:	 










 


[SIGNATURE PAGE TO CROSSROADS SYSTEMS, INC. FORM OF WARRANT
AGREEMENT]


 




    	 



    	 



    

 


EXHIBIT A


 


FORM OF WARRANT CERTIFICATE

[FACE OF WARRANT CERTIFICATE]


 


[Form of Legend if Warrants are not immediately
exercisable.] [Prior to [●] Warrants evidenced by this Warrant Certificate cannot be exercised.]


 


EXERCISABLE ONLY IF COUNTERSIGNED BY THE
WARRANT AGENT AS PROVIDED HEREIN

VOID AFTER [●] P.M., [City] time, ON [●].


 


CROSSROADS SYSTEMS, INC.

WARRANT CERTIFICATE REPRESENTING


 


WARRANTS TO PURCHASE

[TITLE OF WARRANT SECURITY], PAR VALUE [●] PER SHARE


 


	No. [●]	[●] Warrants


  


This certifies that or registered assigns
is the registered owner of the above indicated number of Warrants, each Warrant entitling such owner to purchase, at any time [after
[●] p.m., [City] time, [on [●] and] on or before [●] p.m., [City] time, on [●] shares of [Title of Warrant
Security], par value $[●] per share (the “Warrant Securities”), of Crossroads Systems, Inc.
(the “Company”) on the following basis: during the period from [●], through and including [●],
the exercise price per Warrant Security will be $[●], subject to adjustment as provided in the Warrant Agreement (as hereinafter
defined) (the “Warrant Price”). The Holder may exercise the Warrants evidenced hereby by providing certain
information set forth on the back hereof and by paying in full, in lawful money of the United States of America, [in cash or by
certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available funds],
the Warrant Price for each Warrant Security with respect to which this Warrant is exercised to the Warrant Agent (as hereinafter
defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed, at the corporate
trust office of [name of Warrant Agent], or its successor as warrant agent (the “Warrant Agent”), which
is, on the date hereof, at the address specified on the reverse hereof, and upon compliance with and subject to the conditions
set forth herein and in the Warrant Agreement (as hereinafter defined). The Holder may also exercise the Warrants on a “cashless
basis” if permitted by the Warrant Agreement.


 


The term “Holder”
as used herein shall mean the person in whose name at the time this Warrant Certificate shall be registered upon the books to be
maintained by the Warrant Agent for that purpose pursuant to Section 4 of the Warrant Agreement.


 


The Warrants evidenced by this Warrant Certificate
may be exercised to purchase a whole number of Warrant Securities in registered form. Upon any exercise of fewer than all of the
Warrants evidenced by this Warrant Certificate, there shall be issued to the Holder hereof a new Warrant Certificate evidencing
Warrants for the number of Warrant Securities remaining unexercised.


 


This Warrant Certificate is issued under
and in accordance with the Warrant Agreement dated as of [●] (the “Warrant Agreement”), between
the Company and the Warrant Agent and is subject to the terms and provisions contained in the Warrant Agreement, to all of which
terms and provisions the Holder of this Warrant Certificate consents by acceptance hereof. Copies of the Warrant Agreement are
on file at the above-mentioned office of the Warrant Agent.


 


Transfer of this Warrant Certificate may
be registered when this Warrant Certificate is surrendered at the corporate trust office of the Warrant Agent by the registered
owner or such owner’s assigns, in the manner and subject to the limitations provided in the Warrant Agreement.


 




    	 



    	 



    

 


After countersignature by the Warrant Agent
and prior to the expiration of this Warrant Certificate, this Warrant Certificate may be exchanged at the corporate trust office
of the Warrant Agent for Warrant Certificates representing Warrants for the same aggregate number of Warrant Securities.


 


This Warrant Certificate shall not entitle
the Holder hereof to any of the rights of a holder of the Warrant Securities, including, without limitation, the right to receive
payments of dividends or distributions, if any, on the Warrant Securities (except to the extent set forth in the Warrant Agreement)
or to exercise any voting rights.


 


Reference is hereby made to the further
provisions of this Warrant Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.


 


This Warrant Certificate shall not be valid
or obligatory for any purpose until countersigned by the Warrant Agent.


 


IN WITNESS WHEREOF, the Company has
caused this Warrant to be executed in its name and on its behalf by the facsimile signatures of its duly authorized officers.


 


Dated:


 


	 	CROSSROADS SYSTEMS, INC., as Company
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	ATTEST:	 
	 	 	 
	 	COUNTERSIGNED
	 	 
	 	[●], as Warrant Agent
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	ATTEST:	 


 




    	 



    	 



    

 


[REVERSE OF WARRANT CERTIFICATE]

(Instructions for Exercise of Warrant)


 


To exercise any Warrants evidenced hereby
for Warrant Securities (as hereinafter defined), the Holder must (i) pay, in lawful money of the United States of America, [in
cash or by certified check or official bank check in New York Clearing House funds] [by bank wire transfer in immediately available
funds], the Warrant Price in full for Warrants exercised, to [●] [address of Warrant Agent], Attention: [●], which
payment must specify the name of the Holder and the number of Warrants exercised by such Holder [If cashless exercise is permitted:
or (ii) exercise the Warrants on a cashless basis to the extent permitted by the Warrant Agreement]. In addition, the Holder must
complete the information required below and present this Warrant Certificate in person or by mail (certified or registered mail
is recommended) to the Warrant Agent at the appropriate address set forth above. [This Warrant Certificate, completed and duly
executed, must be received by the Warrant Agent within five business days of the payment.]


 


(To be executed upon exercise of Warrants)


 


The undersigned hereby irrevocably elects
to exercise [●] Warrants, evidenced by this Warrant Certificate, to purchase [●] shares of [Title of Warrant Securities]
(the “Warrant Securities”), of Crossroads Systems, Inc. and represents that he has payment for such Warrant
Securities as follows:


 





 ̈         in
cash or by certified check or official bank check in New York Clearing House funds, to the order of Crossroads Systems, Inc., c/o
[insert name and address of Warrant Agent]


 


 ̈         by
bank wire transfer in immediately available funds, to the order of Crossroads Systems, Inc., c/o [insert name and address of Warrant
Agent]


 


 ̈         
[If cashless exercise is permitted: on a cashless basis.




 


The undersigned requests that said Warrant
Securities be in fully registered form in the authorized denominations, registered in such names and delivered all as specified
in accordance with the instructions set forth below.


 


If the number of Warrants exercised is less
than all of the Warrants evidenced hereby, the undersigned requests that a new Warrant Certificate evidencing the Warrants for
the number of Warrant Securities remaining unexercised be issued and delivered to the undersigned unless otherwise specified in
the instructions below.


 


	Dated:	 	 	Name:	 
	 	 	 	 	Please Print





	 	 
	Address:	 
	 	 





	(Insert Tax Identification Number of or Other Identifying Number of Holder)


 


	Signature Guaranteed	 
	 	 
	 	 
	Signature	 


 


(Signature must conform in all respects to name of holder as
specified on the face of this Warrant Certificate and must bear a signature guarantee by a FINRA member firm).


 


This Warrant may be exercised at the following addresses:


 


By hand at:


 




    	 



    	 



    

 


By mail at:


 


[Instructions as to form and delivery of Warrant Securities
and, if applicable, Warrant Certificates evidencing Warrants for the number of Warrant Securities remaining unexercised-complete
as appropriate.]


 




    	 



    	 



    

 


ASSIGNMENT


 


[Form of assignment to be executed if Warrant
Holder desires to transfer Warrant]




 


FOR VALUE RECEIVED, [●] hereby
sells, assigns and transfers unto:


 





	 	 	 
	(Please print name and address including zip code)	 	Please print Social Security or other identifying number


 


the right represented by the within Warrant to purchase shares
of [Title of Warrant Securities] of Crossroads Systems, Inc. to which the within Warrant relates and appoints attorney [●]
to transfer such right on the books of the Warrant Agent with full power of substitution in the premises.


 


	Dated:	 	 	Name:	 
	 	 	 	 	Please Print


 


(Signature must conform in all respects
to name of holder as specified on the face of the Warrant)


 


	Signature Guaranteed:	 
	 	 
	 	 
	Signature	 


 


(Signature must conform in all respects to name of holder as
specified on the face of this Warrant Certificate and must bear a signature guarantee by a FINRA member firm).