Exhibit 10.2


 


THIS RESTRUCTURING SUPPORT AGREEMENT
IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION
1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF
THE BANKRUPTCY CODE. Nothing contained in thIS RESTRUCTURING SUPPORT AGREEMENT shall be
an admission of fact or liability or, UNTIL the occurrence of the Agreement effective date on THE TERMS DESCRIBED HEREIN, deemed
binding on the parties hereto.


 


Restructuring
Support Agreement


 


This RESTRUCTURING
SUPPORT AGREEMENT (including all exhibits and schedules attached hereto and incorporated herein in accordance with Section 2,
this “Agreement”) is made and entered into as of August 3, 2017 (the “Agreement Effective
Date”), by and among the following parties:


 


		i.	Crossroads Systems, Inc., a Delaware corporation (the “Debtor”); and



 


		ii.	Wolverine Flagship Fund Trading Limited, a Cayman Islands exempt company (“Consenting
Preferred Shareholder”; and together with the Debtor, the “Parties”).



 


RECITALS


 


WHEREAS, the
Parties have engaged in good-faith, arm’s-length negotiations regarding a restructuring transaction (the “Restructuring”)
pursuant to the terms and upon the conditions set forth in this Agreement;


 


WHEREAS, the
Debtor intends to enter into that certain Restructuring Support Agreement by and among the Debtor, 210/CRDS Investment LLC, a Texas
limited liability company (“210”) and certain other Preferred Shareholders (as defined below), the form
of which is attached hereto as Exhibit A (the “RSA”). Any capitalized term used in this
Agreement that is not defined herein shall have the meaning ascribed to that term in the RSA;


 


WHEREAS, the
Debtor intends to file a case (the “Chapter 11 Case”) under chapter 11 of title 11 of the United States
Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”), in the United States Bankruptcy
Court for the Western District of Texas (such court, or another bankruptcy court of competent jurisdiction with respect to the
subject matter, the “Bankruptcy Court”) to effect the Restructuring through a confirmed prepackaged chapter
11 plan of reorganization (the “Plan”);


 


WHEREAS, the
Debtor has issued and outstanding 2,591,257 shares of Series F convertible preferred stock with a par value of $0.001 (the “Preferred
Stock”; and such holders of Preferred Stock, the “Preferred Shareholders”);


 


WHEREAS, the
Debtor has issued and outstanding 1,225,472 shares of common stock with a par value of $0.001 (the “Common Stock”;
and such holders of Common Stock, the “Common Shareholders”), which Common Stock shall be cancelled pursuant
to the Plan and replaced with shares of New Common Stock (as defined below);


 




     


     


    

 


WHEREAS, pursuant
to the Plan, (a) creditor claims will be unimpaired, (b) Preferred Shareholders shall receive, pro rata, in exchange for
their Preferred Stock, $2,672,233.78 in cash and approximately 230,680 newly issued shares of Common Stock (the “New
Common Stock”) of the Reorganized Debtor (as defined below), which New Common Stock shall have a par value of $0.001
per share, and (c) Common Shareholders shall each receive an equivalent number of shares of New Common Stock as the number of shares
of Common Stock currently held by such Common Shareholders;


 


WHEREAS, pursuant
to the Plan and that certain Securities Purchase Agreement to be executed by and between the Reorganized Debtor (as hereinafter
defined) (the “SPA”), the form of which is attached to the RSA as Exhibit B, upon consummation of the
Plan (the “Plan Effective Date”), the Reorganized Debtor, as reorganized in accordance with the Plan
(the “Reorganized Debtor”), will issue, and 210 will purchase 1,427,314 shares of New Common Stock, or
such other number of shares of New Common Stock that shall constitute 49.49% of the outstanding New Common Stock for an aggregate
cash consideration of $4,000,000, which ownership percentage shall not be subject to dilution; and


 


WHEREAS, the
Parties have agreed to take certain actions in support of the Restructuring on the terms and conditions set forth in this Agreement.


 


NOW, THEREFORE,
in consideration of the covenants and agreements contained herein, and for other valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, each Party, intending to be legally bound hereby, agrees as follows:


 


AGREEMENT


 


Section 1.  Agreement
Effective Date.


 


This Agreement shall
become effective and binding upon each of the Parties upon the execution and delivery by both Parties of counterpart signature
pages.


 


Section 2.  Exhibits
Incorporated by Reference.


 


Each of the exhibits
attached hereto is expressly incorporated herein and made a part of this Agreement, and all references to this Agreement shall
include the exhibits. In the event of any inconsistency between this Agreement (without reference to the exhibits) and the exhibits,
this Agreement (without reference to the exhibits) shall govern.


 


Section 3.  Commitments
Regarding the Restructuring.


 


3.01.       Agreements
Regarding the Bankruptcy Process, the Plan and Definitive Documentation.


 


(a)          The
Parties agree that the Debtor shall make its reasonable best efforts to comply with its obligations under the RSA.


 


(b)          The
Plan and other Definitive Documentation (as defined in the RSA) shall contain the terms and conditions set forth in the RSA.


 




    	 	2	 



     


    

 


3.02.       Commitments
of the Consenting Preferred Shareholder. During the Effective Period (as defined in the RSA), the Consenting Preferred Shareholder
shall:


 


(a)          support
and take all actions consistent with the terms of this Agreement and the RSA and necessary or reasonably requested by the Debtor
to facilitate consummation of the Restructuring, including, without limitation, (i) after careful review and evaluation of the
Disclosure Statement, the Plan and the Solicitation Materials, to timely vote to accept the Plan, in accordance with the applicable
procedures set forth in such documents, with respect to each and all of its interests in the Debtor, now or hereafter owned by
such Consenting Preferred Shareholder or for which it now or hereafter serves as the nominee, investment manager, or advisor for
holders thereof, and (ii) to the extent such election is available, not to elect on its ballot to preserve claims, if any, that
each Consenting Preferred Shareholder may own or control that may be affected by any releases contemplated by the Plan;


 


(b)          not
withdraw, amend, or revoke (or cause to be withdrawn, amended, or revoked) its vote with respect to the Plan;


 


(c)          (i)
use commercially reasonable efforts to support the confirmation of the Plan and approval of the Disclosure Statement and the solicitation
procedures and (ii) not (A) object to, delay, interfere with, impede, or take any other action to delay, interfere with or
impede, directly or indirectly, the Restructuring, confirmation of the Plan, or approval of the Disclosure Statement or the solicitation
procedures (including, but not limited to, joining in or supporting any efforts to object to or oppose any of the foregoing), or
(B) propose, file, support, or vote for, or encourage or assist another person in (x) filing, supporting or voting for any restructuring,
workout, or chapter 11 plan for the Debtor other than the Restructuring and the Plan or (y) otherwise initiating or joining
in any legal proceeding that is inconsistent with this Agreement, or delay, impede, appeal or take any other action that could
reasonably be expected to interfere with the approval, acceptance, confirmation, consummation or implementation of the Restructuring
or the Plan, as applicable;


 


(d)          not
commence any proceeding to oppose or alter any of the terms of the Plan or any other document filed by the Debtor in connection
with the confirmation of the Plan;


 


(e)          not
object to the “first-day” motions and other motions consistent with this Agreement filed by the Debtor in furtherance
of the Restructuring;


 


(f)          not
encourage any other person or entity to take any action, including, without limitation, initiating or joining in any legal proceeding
that is materially inconsistent with this Agreement, or delay, impede, appeal, or take any other negative action that could reasonably
be expected to interfere with the approval, acceptance, confirmation, consummation, or implementation of the Restructuring or the
Plan, as applicable;


 


(g)          negotiate
in good faith all Definitive Documentation that is subject to negotiation as of the Agreement Effective Date;


 


(h)          use
reasonable efforts to execute any document and give any notice, order, instruction, or direction necessary or reasonably requested
by the Debtor that is consistent with the transactions contemplated by this Agreement and the Plan to support, facilitate, implement,
consummate, or otherwise give effect to the Restructuring; and


 




    	 	3	 



     


    

 


(i)          use
good-faith efforts to negotiate, execute and implement the Definitive Documentation on terms consistent with this Agreement.


 


Section 4.  Mutual
Representations, Warranties, and Covenants.


 


Each of the Parties,
severally and not jointly, represents, warrants, and covenants to each of the other Parties:


 


4.01.       Enforceability. 
This Agreement is a legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except
as enforcement may be limited by applicable laws relating to or limiting creditors’ rights generally or by equitable principles
relating to enforceability. To the extent such Party is an entity, it is validly existing and in good standing under the laws of
the state of its organization.


 


4.02.       No
Consent or Approval.  Except as expressly provided in this Agreement, the Plan, the SPA, or the Bankruptcy Code, no consent
or approval is required by any other person or entity in order for it to effectuate the Restructuring contemplated by, and perform
the respective obligations under, this Agreement.


 


4.03.       Power
and Authority.  To the extent such Party is an entity, and except as expressly provided in this Agreement, it has all
requisite corporate or other power and authority to enter into, execute, and deliver this Agreement and to effectuate the Restructuring
contemplated by, and perform its respective obligations under, this Agreement.


 


4.04.       Governmental
Consents. Except as expressly set forth herein and with respect to the Debtor’s performance of this Agreement (and subject
to necessary Bankruptcy Court approval and/or regulatory approvals associated with the Restructuring), the execution, delivery
and performance by it of this Agreement does not, and shall not, require any registration or filing with consent or approval of,
or notice to, or other action to, with or by, any federal, state, or other governmental authority or regulatory body.


 


4.05.       Mutual
Cooperation. The Parties shall use commercially reasonable efforts to effectuate the Restructuring prior to September 15, 2017.


 


4.06.       Standstill.
Until the earlier of (a) date of the termination of this Agreement or (b) ninety (90) days after the Agreement Effective Date,
the Consenting Preferred Shareholder agrees that it shall not purchase or sell any of the Preferred Stock or Common Stock of the
Debtor held as of the Agreement Effective Date by the Consenting Preferred Shareholder.


 


4.07.       Disclosure.
Within four (4) business days following the Debtor’s execution of this Agreement, the Debtor shall file a Form 8-K setting
forth the material terms of this Agreement and all material non-public information provided by the Debtor to the Consenting Preferred
Shareholder.


 




    	 	4	 



     


    

 


Section 5.  Acknowledgement.


 


Notwithstanding any
other provision herein, this Agreement is not and shall not be deemed to be an offer with respect to any securities or solicitation
of votes for the acceptance of a plan of reorganization for purposes of sections 1125 and 1126 of the Bankruptcy Code or otherwise. 
Any such offer or solicitation will be made only in compliance with all applicable securities laws and provisions of the Bankruptcy
Code.


 


Section 6.  Termination
Events.


 


6.01.       Termination
of RSA.  This Agreement may be terminated by either Party upon five (5) days’ written notice to the other Party
following termination of the RSA.


 


6.02.       Consenting
Preferred Shareholder Termination Events.  The Consenting Preferred Shareholder may terminate this Agreement if (a) the
Definitive Documentation (including the Plan) is altered in a manner that provides a recovery to Preferred Shareholders less favorable
than the treatment set forth in Section 4.01(b)(iv)(D) of the RSA if such alteration is not cured by the fifteenth (15th) day after
written notice thereof is given by the Consenting Preferred Shareholder to the Debtor or (b) the Bankruptcy Court shall not have
entered the Confirmation Order within ninety (90) days after the Agreement Effective Date; provided that the Consenting Preferred
Shareholder may not terminate this Agreement pursuant to this Section 6.02 if it is in material breach of this Agreement.


 


6.03.       Termination
Upon Completion of the Restructuring.  This Agreement shall terminate automatically without any further required action
or notice on the Plan Effective Date.


 


6.04.       Effect
of Termination.


 


(a)          Except
as set forth below, upon termination of this Agreement, this Agreement shall be of no further force and effect and each Party subject
to such termination shall be released from its commitments, undertakings, and agreements under or related to this Agreement and
shall have the rights and remedies that it would have had if it had it not entered into this Agreement, and shall be entitled to
take all actions, whether with respect to the Restructuring or otherwise, that it would have been entitled to take had it not entered
into this Agreement. Upon termination of this Agreement, any and all consents tendered by the Parties subject to such termination
before such termination shall be deemed, for all purposes, to be null and void from the first instance and shall not be considered
or otherwise used in any manner by the Parties in connection with the Restructuring and this Agreement or otherwise. Notwithstanding
anything to the contrary in this Agreement, the foregoing shall not be construed to prohibit the Parties from contesting whether
any such termination is in accordance with its terms or to seek enforcement of any rights under this Agreement that arose or existed
before such date of termination.


 


(b)          Notwithstanding
anything to the contrary in this Agreement, (i) the provisions of Section 6.04 (Effect of Termination) and Section 8
(Miscellaneous) shall survive any such termination, and (ii) no termination of this Agreement shall relieve any Party from liability
for any breach of this Agreement occurring prior to such termination, or for the breach of any provision hereof that expressly
survives the termination of this Agreement.


 




    	 	5	 



     


    

 


Section 7.  Amendments.


 


This Agreement shall
not be modified, amended, or supplemented without the prior written consent of the Debtor and the Consenting Preferred Shareholder.


 


Section 8.  Miscellaneous.


 


8.01.       Further
Assurances.  Subject to the other terms of this Agreement, the Parties agree to execute and deliver such other instruments
and perform such acts, in addition to the matters herein specified, as may be reasonably appropriate or necessary, or as may be
required by order of the Bankruptcy Court, from time to time, to effectuate the Restructuring, as applicable.


 


8.02.       Complete
Agreement.  This Agreement shall not be effective or binding as to any of the Parties unless and until it is signed by
the Debtor.


 


8.03.       Headings. 
The headings of all sections of this Agreement are inserted solely for the convenience of reference and are not a part of and are
not intended to govern, limit, or aid in the construction or interpretation of any term or provision hereof.


 


8.04.       Expenses.
All reasonable and documented fees and expenses incurred by Kelley Drye & Warren LLP on behalf of the Consenting Preferred
Shareholder in connection with the negotiation and execution of this Agreement shall be paid by the Debtor. All other fees and
expenses incurred in connection with or related to this Agreement and the transactions contemplated hereby shall be paid by the
Party incurring such fees or expenses, whether or not such transactions are consummated; provided, however, that
if the Debtor requests the Consenting Preferred Shareholder to take any actions beyond (i) reviewing the Disclosure Statement,
the Plan and the Solicitation Materials, (ii)  voting to accept the Plan, (iii) complying with its obligations under Section
3.02(h) or (i), or (iv) executing or delivering any instrument pursuant to Section 8.01, then the Debtor shall first agree
to pay the reasonable out-of-pocket costs and expenses related to the taking of such actions. In the event of termination of this
Agreement, the obligation of each Party to pay its own expenses will be subject to any rights of such Party arising from a breach
of this Agreement by the other Party.


 


8.05.       GOVERNING
LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM.  THIS AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE CONFLICT
OF LAWS PRINCIPLES THEREOF.  Each Party hereto agrees that it shall bring any action or proceeding in respect of any claim
arising out of or related to this Agreement, to the extent possible, in the United States District Court for the Western District
of Texas (the “Chosen Court”), and solely in connection with claims arising under this Agreement (a) irrevocably
submits to the exclusive jurisdiction of the Chosen Court; (b) waives any objection to laying venue in any such action or
proceeding in the Chosen Court; and (c) waives any objection that the Chosen Court is an inconvenient forum or does not have
jurisdiction over any Party hereto; provided, however, that if the Debtor commences the Chapter 11 Case, then the
Bankruptcy Court (or court of proper appellate jurisdiction) shall be the exclusive Chosen Court.


 




    	 	6	 



     


    

 


8.06.       Trial
by Jury Waiver. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


8.07.       Execution
of Agreement.  This Agreement may be executed and delivered in any number of counterparts and by way of electronic signature
and delivery, each such counterpart, when executed and delivered, shall be deemed an original, and all of which together shall
constitute the same agreement.  Except as expressly provided in this Agreement, each individual executing this Agreement on
behalf of a Party has been duly authorized and empowered to execute and deliver this Agreement on behalf of said Party.


 


8.08.       Interpretation
and Rules of Construction.  This Agreement is the product of negotiations among the Parties, and in the enforcement or
interpretation hereof, is to be interpreted in a neutral manner, and any presumption with regard to interpretation for or against
any Party by reason of that Party having drafted or caused to be drafted this Agreement, or any portion hereof, shall not be effective
in regard to the interpretation hereof. The Parties were each represented by counsel during the negotiations and drafting of this
Agreement and continue to be represented by counsel. In addition, this Agreement shall be interpreted in accordance with section
102 of the Bankruptcy Code.


 


8.09.       Successors
and Assigns. This Agreement is intended to bind and inure to the benefit of the Parties and their respective successors and
permitted assigns, as applicable. There are no third-party beneficiaries under this Agreement, and the rights or obligations of
any Party under this Agreement may not be assigned, delegated, or transferred to any other person or entity.


 


8.10.       Notices. 
All notices hereunder shall be deemed given if in writing and delivered, if sent by electronic mail, courier, or registered or
certified mail (return receipt requested), to the following addresses (or at such other addresses as shall be specified by like
notice):


 


		(a)	if to the Debtor, to:



 


WeWork


c/o Crossroads Systems, Inc.


11801 Domain
Blvd., 3rd Floor


Austin, Texas
78758


Telephone:
(512) 928-7335


Attention: Richard K. Coleman, Jr.


 


with a copy
to:


 


Eric Terry Law, PLLC


4040 Broadway Street


Suite 350


San Antonio, Texas 78209


Attention: Eric Terry, Esq.


eric@ericterrylaw.com


 




    	 	7	 



     


    

 


and a copy to:


 


Olshan Frome Wolosky LLP


1325 Avenue of the Americas


New York, New York 10019


Telephone: (212) 451-2289


Attention: Adam W. Finerman, Esq.


 


		(b)	if to the Consenting Preferred Stockholder, to:



 


Wolverine Flagship
Fund Trading Limited


c/o Wolverine
Asset Management, LLC


175 West Jackson
Blvd., Suite 340


Chicago, Illinois
60604


Telephone: (312)
884-4400


Attention: John
Ziegelman


 


with a copy
to:


 


Kelley Drye &
Warren LLP


101 Park Avenue,
27th Floor


New York, New
York 10178


Telephone: (212)
808-7540


Attention: Michael
Adelstein


 


or such other address as may have been furnished by a Party
to the other Party by notice given in accordance with the requirements set forth above. Any notice given by delivery, mail, or
courier shall be effective when received.


 


8.11.       Waiver.
Except as expressly provided herein, if the Restructuring is not consummated, or if this Agreement is terminated for any reason,
the Parties fully reserve any and all of their rights.


 


8.12.       Specific
Performance. It is understood and agreed by the Parties that money damages would be an insufficient remedy for any breach of
this Agreement by any Party and each non-breaching Party shall be entitled to specific performance and injunctive or other equitable
relief (without the posting of any bond and without proof of actual damages) as a remedy for any such breach, including an order
of the Bankruptcy Court or other court of competent jurisdiction requiring any Party to comply promptly with any of its obligations
hereunder.


 


8.13.       Several,
Not Joint, Claims. The agreements, representations, warranties, and obligations of the Parties under this Agreement are, in
all respects, several and not joint.


 




    	 	8	 



     


    

 


8.14.       Severability.
If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable,
the remaining provisions shall remain in full force and effect if essential terms and conditions of this Agreement for each Party
remain valid, binding, and enforceable.


 


8.15.       Confidentiality.
From and after the Agreement Effective Date until the earlier of (a) the Solicitation Commencement Date (as defined in the RSA)
or (b) December 31, 2017, without the prior written consent of the other Parties hereto, no Party shall disclose to any person
(other than its officers, directors, managers, employees, agents or financial or other advisors that need to know, so long as such
persons are bound by similar confidentiality provisions as set forth herein) any information relating to this Agreement (including
the existence thereof), the terms and conditions of this Agreement, or the discussions or negotiations with respect to the transactions
contemplated hereby or the status thereof. If any Party determines that it is required by law to disclose any such information,
it will, to the extent reasonably practicable, consult with each other Party regarding such disclosure or filing and seek confidential
treatment for such portions of the disclosure.


 


8.16.       Remedies
Cumulative. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law
or in equity shall be cumulative and not alternative, and the exercise of any right, power, or remedy thereof by any Party shall
not preclude the simultaneous or later exercise of any other such right, power, or remedy by such Party.


 


IN WITNESS WHEREOF, the Parties have executed
this Agreement on the day and year first above written.


 


[Remainder of page intentionally left
blank.]


 




    	 	9	 



     


    

 


	 	Crossroads Systems, Inc.
	 	 	 	 
	 	By:	/s/ Richard K. Coleman, Jr.
	 	 	Name:	Richard K. Coleman, Jr.
	 	 	Title:	Executive Director


 


[Debtor Signature Page to the Restructuring
Support Agreement]


 




     


     


    

 


	 	Wolverine Flagship Fund Trading Limited
	 	 	 	 
	 	By:	/s/ Kenneth Nadel
	 	 	Name:	Kenneth Nadel
	 	 	Title:	Authorized Signatory


 


[Consenting Preferred Shareholder Signature
Page to the Restructuring Support Agreement]


 




     


     


    

 


EXHIBIT A


 


FORM OF RSA