Exhibit 4.10


 


	RIGHTS CERTIFICATE #:	 	 	NUMBER OF RIGHTS:


THE TERMS AND CONDITIONS OF THE RIGHTS
OFFERING ARE SET FORTH IN THE COMPANY'S PROSPECTUS DATED _____ __, 20[●] (THE "PROSPECTUS") AND ARE INCORPORATED
HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM [    ].


 


CROSSROADS SYSTEMS, INC.


Incorporated under
the laws of the State of Delaware


 


NON-TRANSFERABLE SUBSCRIPTION RIGHTS
CERTIFICATE


 


Evidencing Non-Transferable Subscription
Rights to Purchase Shares of [Type of Security] of Crossroads Systems, Inc.


 


Subscription Price: $[●] per Share


 


THE SUBSCRIPTION RIGHTS WILL
EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON _______ __, 20[●], UNLESS EXTENDED BY THE
COMPANY


 


	REGISTERED	 
	OWNER:	 


 


THIS CERTIFIES THAT the registered owner
whose name is inscribed hereon is the owner of the number of non-transferable subscription rights (“Rights”) set forth
above. Each whole Right entitles the holder thereof to subscribe for and purchase [●] shares of [Type of Security],
with a par value of $[●] per share, of Crossroads Systems, Inc., a Delaware corporation, at a subscription price of $[●]
per share (the “Basic Subscription Right”), pursuant to a rights offering (the “Rights Offering”), on the
terms and subject to the conditions set forth in the Prospectus and the “Instructions for Use of Crossroads Systems, Inc.
Subscription Rights Certificate” accompanying this Subscription Rights Certificate. [If over-subscription rights are included
in the offering: If any shares of [Type of Security] available for purchase in the Rights Offering are not purchased
by other holders of Rights pursuant to the exercise of their Basic Subscription Rights (the “Over-Subscription Shares”),
any Rights holder that exercises its Basic Subscription Rights in full may subscribe for a portion of Over-Subscription Shares
pursuant to the terms and conditions of the Rights Offering, subject to proration, as described in the Prospectus (the “Over-Subscription
Privilege”)]. The Rights represented by this Subscription Rights Certificate may be exercised by completing Form 1 and any
other appropriate forms on the reverse side hereof and by retuning full payment of the subscription price for each share of [Type
of Security] in accordance with the “Instructions for Use of Crossroads Systems, Inc. Subscription Rights
Certificate”


 


This Subscription Rights Certificate is
not valid unless countersigned by the subscription agent and registered by the registrar.


 


Witness the seal of Crossroads Systems,
Inc. and the signatures of its duly authorized officers.


 


	Dated: 	 	 


  


	 	 	 	 	 
	 	President and Chief Executive
    Officer	 	Secretary	 












    	 



    	 



    




 


DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS
CERTIFICATE


 


Delivery other than in the manner or to
the addresses listed below will not constitute valid delivery.


 


	If delivering by hand, courier or other expedited service:	If delivering by mail:
	American Stock Transfer & Trust Company, LLC	American Stock Transfer & Trust Company, LLC
	Operations Center	Operations Center
	Attn: Reorganization Department	Attn: Reorganization Department
	6201 15th Avenue	P.O. Box 2042
	Brooklyn, New York 11219	Brooklyn, New York 10272-2042


 


PLEASE PRINT ALL INFORMATION CLEARLY
AND LEGIBLY.


 


FORM 1-EXERCISE OF SUBSCRIPTION RIGHTS


 


To subscribe for shares pursuant to your
Basic Subscription Rights, please complete lines (a) and (c) and sign under Form 3 below. [If over-subscription rights are included:
or the Over-Subscription Privilege]To subscribe for shares pursuant to your Over-Subscription Privilege, please also complete
line (b) and sign under Form 3 below.] To the extent you subscribe for more shares than you are entitled under either the Basic
Subscription Rights [If over-subscription rights are included: or the Over-Subscription Privilege], you will be deemed to
have elected to purchase the maximum number of shares for which you are entitled to subscribe under the Basic Subscription Rights
or Over-Subscription Privilege, as applicable.


 


		(a)	EXERCISE OF BASIC SUBSCRIPTION RIGHTS:



 


	I exercise ______________ Rights 	x	[    ]	=	_______________	 
	                    (no. of Rights)	 	(subscription ratio)	 	(no. of new shares)	 


 


	I apply for ______________ shares 	x	$[     ]	=	$_______________	 
	                  (no. of new shares 

                   from line above)	 	(subscription price)	 	(amount enclosed)	 


 


		(b)	[If applicable: EXERCISE OF OVER-SUBSCRIPTION PRIVILEGE:



 


If you have exercised your Basic Subscription
Right in full and wish to subscribe for Over-Subscription Shares in an amount equal to or less than the number of shares of Common
Stock available to you pursuant to your Basic Subscription Rights:


 


	I apply for ______________ shares 	x	$[     ]	=	$_______________	 
	                  (number of Over-

                Subscription Shares)	 	(subscription price)	 	(amount enclosed)	 


 


		(c)	Total Amount of Payment Enclosed   =   $__________________



 


METHOD OF PAYMENT (CHECK ONE)


 


		 ̈	Check or bank draft payable to “American
Stock Transfer & Trust Company, LLC as Subscription Agent.”



		 ̈	Wire transfer of immediately available
funds directly to the account maintained by American Stock Transfer & Trust Company, LLC, as Subscription Agent, for purposes
of accepting subscriptions in this Rights Offering at JPMorgan Chase Bank, 55 Water Street, New York, New York 10005, ABA #●●●●●●●●●●●,
Account # ●●●●●●●●●●● American Stock Transfer, LLC FBO Crossroads
Systems, Inc., with reference to the rights holder's name.



 


FORM 2- DELIVERY TO DIFFERENT ADDRESS


 


If you wish for the Common Stock underlying
your subscription rights to be delivered to an address different from that shown on the face of this Subscription Rights Certificate,
please enter the alternate address below, sign under Form 3 and have your signature guaranteed under Form 4.


 


_______________________________________________________________


 


_______________________________________________________________


 


_______________________________________________________________


 


FORM 3-SIGNATURE


 


TO SUBSCRIBE: I acknowledge that I have
received the Prospectus for this Rights Offering and I hereby irrevocably subscribe for the number of shares indicated above on
the terms and conditions specified in the Prospectus. [By signing below I confirm that (1) after giving effect to the exercise
of my Rights, I will not beneficially own, as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934,
as amended, more than 4.95% of the Company’s outstanding shares of Common Stock (calculated immediately upon the closing
of the rights offering, assuming all subscription rights are exercised in full, as described in the Prospectus) and (2), if I already
beneficially own, as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, in excess
of 4.95% of the Company’s outstanding shares of Common Stock I will not, via the exercise of the Rights, increase my proportionate
interest in the Company’s Common Stock (with respect to (1) or (2), any such excess shares, the “Excess Shares”).
With respect to any such Excess Shares, I hereby (1) irrevocably appoint and constitute the Company, each of its authorized officers
and their designees, and each of them, with full power of substitution, as my proxy and attorney in fact with full authority to
vote and act by written consent with respect to any such Excess Shares on any matter submitted to shareholders for a vote or action
by written consent, in the discretion of such proxy, to the same extent I would have the power to vote or act by written consent
and (2) grant the Company a right for 90 days from the closing of the rights offering to repurchase such Excess Shares at the lesser
of the $[●] per share subscription price and the closing price of the Company’s Common Stock on the NASDAQ Capital
Market on the trading day immediately prior to the date on which notice is sent to the holder of the Company’s intent to
exercise such right, which notice must be sent prior to the expiration of such 90 day period. I agree to cooperate with the Company
and provide to the Company any and all information requested by the Company in connection with the exercise of the rights granted
in the previous sentence.]


 


Signature(s): ______________________________________________________

IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate
in every particular, without alteration or enlargement, or any other change whatsoever.


 


FORM 4-SIGNATURE GUARANTEE


 


This form must be completed if you have completed any
portion of Form 3.


 


Signature Guaranteed: _______________________________________________


(Name of Bank or Firm)


 


By:_______________________________________________________________


(Signature of Officer)






IMPORTANT: The signature(s) should
be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association or credit union) with membership
in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.


  


FOR INSTRUCTIONS ON THE USE OF SAMPLE CORPORATION
SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT ____________________, THE INFORMATION AGENT, AT (___) ___-____.