Exhibit 10.1


 


AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


This Amended and Restated Employment Agreement
(this “Agreement”), dated as of August 1, 2016 (the “Effective Date”), by and
between Crossroads Systems Inc., a Delaware corporation (the “Company”), and Richard K. Coleman,
Jr., an individual currently residing at 43 Glenmoor Drive, Cherry Hills Village, CO 80113 (“Executive”).


 


WHEREAS, the Company is currently
employing Executive as President and Chief Executive Officer pursuant to the terms of the Employment Agreement, effective as of
November 21, 2013, between the Company and Executive (the “Employment Agreement”);


 


WHEREAS, the Company desires to retain
Executive as its President and Chief Executive Officer; and


 


WHEREAS, in connection therewith,
the Company and Executive desire to enter into this Agreement.


 


PART ONE – DEFINITIONS


 


Definitions. For purposes of this
Agreement, the following definitions will be in effect:


 


“Affiliates” means
all persons and entities directly or indirectly controlling, controlled by or under common control with the entity specified, where
control may be by management authority, contract or equity interest.


 


“Board” means
the Board of Directors of the Company or the Compensation Committee thereof (or any other committee subsequently granted authority
by the Board), subject to Section 13 below.


 


“Change of Control”
means a change in the ownership or control of the Company effected through any of the following transactions: (i) a merger, consolidation
or reorganization approved by the Company’s stockholders, unless securities representing more than fifty percent (50%) of
the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned,
directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company’s outstanding
voting securities immediately prior to such transaction, (ii) any stockholder-approved sale, transfer or other disposition of all
or substantially all of the Company’s assets, (iii) the acquisition, directly or indirectly, by any person or related group
of persons (other than the Company or a person that directly or indirectly controls, is controlled by or is under common control
with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)) of securities possessing more than fifty percent (50%) of the total combined voting
power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s
stockholders; or (iv) a change in the composition of the Board over a period of thirty-six (36) consecutive months or less such
that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised
of individuals who either (A) have been Board members  continuously since the beginning of
such period or (B) have been elected or nominated for election as Board members during such period by at least a majority of the
Board members described in clause (A) who were still in office at the time the Board approved such election or nomination. Notwithstanding
the foregoing, however, in any circumstance or transaction in which compensation payable pursuant to this Agreement would be subject
to the tax under Section 409A of the Code if the foregoing definition of “Change of Control” were to apply, but would
not be so subject if the term “Change of Control” were defined herein to mean a “change in control event”
within the meaning of Treasury Regulation § 1.409A-3(i)(5), then “Change of Control” means, but only to the extent
necessary to prevent such compensation from becoming subject to the tax under Section 409A of the Code, a transaction or circumstance
that satisfies the requirements of both (1) a Change of Control under the applicable clauses (i) through (iv) above, and (2) a
“change in control event” within the meaning of Treasury Regulation Section § 1.409A-3(i)(5).


 






     


     


    

 


“Code” means the
Internal Revenue Code of 1986, as amended from time to time, and the Treasury regulations and administrative guidance promulgated
thereunder.


 


“Company” means,
unless the context otherwise requires, Crossroads Systems Inc., a Delaware corporation, and all of its subsidiaries.


 


“Compensation Committee”
means the Compensation Committee of the Board.


 


“Employment Period”
means the period beginning on the Effective Date and ending on the last day of the last Term pursuant to Section 3.


 


“Good Reason”
shall mean the occurrence of any of the following without Executive’s consent: (i) a material reduction of Executive’s
duties or responsibilities, relative to Executive’s duties or responsibilities as in effect immediately prior to such reduction;
(ii) a reduction of more than ten percent (10%) in Executive’s Base Salary as in effect immediately prior to such reduction;
(iii) a reduction of more than ten percent (10%) by the Company in the kind or level of employee benefits, including bonuses, for
which Executive was eligible (although amounts actually earned will vary) immediately prior to such reduction, with the result
that Executive’s overall benefits package is materially reduced, excluding any equity component thereof; (iv) the relocation
of Executive to a facility or a location more than twenty-five (25) miles from either (1) the Company’s present location
in Austin, Texas or (2) Denver, Colorado; provided, however, than a reduction that is generally applicable to all executives of
the Company shall not constitute “Good Reason” under clauses (ii) and (iii) hereof.


 


“Net Cash Proceeds”
shall mean all payments received by Company for the’972 Patents or the Non-’972 Patents patent litigation awards, settlements,
license payments, or patent sales, including payments for Dot Hill, but excluding ongoing payments that began prior to the date
of this Agreement, less the associated legal expenses, commissions, and partner payment obligations related to such
payments, respectively, but only to the extent such expenses and commissions were: (i) incurred following the date of this Agreement;
(ii) for services provided following the date of this Agreement, and; (iii) specifically related to the patent family for which
the payment was received. For the avoidance of doubt, such expenses shall not include general basic expenses such as payroll and
rent.


 


“Termination for Cause”
shall mean the Company’s termination of Executive’s employment for any of the following reasons: (i) Executive’s
commission of any act of fraud, embezzlement or dishonesty, (ii) the conviction of Executive, or the entry of a plea of nolo contendere
by Executive, for a felony; (iii) Executive’s unauthorized use or disclosure of any confidential information or trade secrets
of the Company, (iv) Executive’s breach of Executive’s Confidentiality, Proprietary Information and Inventions Agreement
(the “PIIA”) with the Company, (v) Executive’s violation of a published
Company policy which stipulates the Executive may be terminated by the Company for cause; or (vi) Executive’s continued failure,
in the reasonable good faith determination of the Board (excluding Executive therefrom), to perform the major duties, functions
and responsibilities of Executive’s position after written notice from the Company identifying the deficiencies in Executive’s
performance and a reasonable cure period of not less than thirty (30) days.


 






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The ‘972 Patents shall
mean the patents and patent applications described on Schedule __ attached hereto and any patents and patent applications that
claim priority to or share priority with such patents and patent applications, including any divisions, continuations, renewals,
reissues, extensions and continuations-in-part of the same, and including any patent rights associated with any of the foregoing.


 


The Non-‘972 Patents
shall mean the 134 patents and pending patents that are primarily directed to five product families: optimizing command processing,
enabling interoperability, managing networks, enhancing tape libraries, and improving data systems.


 


PART TWO - TERMS AND CONDITIONS OF
EMPLOYMENT


 


The following terms and conditions will
govern Executive’s employment with the Company throughout the Employment Period and will also, to the extent expressly indicated
below, remain in effect following Executive’s cessation of employment with the Company.


 


1.Employment
and Duties. During the Employment Period, Executive will serve as the President and Chief Executive Officer of Crossroads Systems,
Inc. and will report to the Board. Executive will have such duties and responsibilities as are commensurate with such position
and such other duties and responsibilities commensurate with such position (including with the Company’s subsidiaries) as
are from time to time assigned to Executive by the Board (or a committee thereof). During the Employment Period, Executive will
devote his full business time, energy and skill to the performance of his duties and responsibilities hereunder, provided the foregoing
will not prevent Executive from (a) serving as a non-executive director on the board of directors of non-profit organizations and
other companies, (b) participating in charitable, civic, educational, professional, community or industry affairs, (c) managing
his and his family’s personal investments, or (d) such other activities approved by the Board from time to time; provided,
that such activities individually or in the aggregate do not interfere or conflict with Executive’s duties and responsibilities
hereunder, violate applicable law, or create a potential business or fiduciary conflict.


 


2.Service
as Director. As of the Effective Date, Executive is serving as a member of the Board. For as long as Executive shall continue
to serve as a member of the Board, he shall stand for re-election to such position at each annual meeting of the Company’s
stockholders. Executive’s failure to be re-elected to the Board, in and of itself, shall not constitute a termination of
this Agreement (and shall not constitute a Termination for Cause or a resignation by Executive for Good Reason, each as defined
in this Agreement), nor shall it entitle Executive to any severance benefits. Pursuant to the Company’s policies, for the
duration of this Agreement, Executive will fulfill his duties as a director without additional compensation. This Agreement shall
not in any way be construed or interpreted so as to affect adversely or otherwise impair the right of the Company or the stockholders
to remove the Executive from the Board at any time in accordance with the provisions of applicable law.


 






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3.Term.
The term of this Agreement shall run for a period of from the Effective Date through November 20, 2018 (such period, the “Initial
Term”), and may be terminated earlier as contemplated by Section 8.A. Following the expiration of the Initial Term,
this Agreement shall renew for successive, additional one-year terms (any subsequent extension period being an “Extension
Term”, and the period in which this Agreement is in effect being the “Term”) unless the
Board or Executive provides notice of intent not to renew this Agreement at least thirty days’ prior to the expiration of
the Initial Term or any Extension Term. Termination of this Agreement due to its non-renewal shall not constitute a Termination
for Cause or a resignation by Executive for Good Reason.


 


4.Compensation;
Additional Incentives.


 


A.Base
Salary. Executive’s base salary (the “Base Salary”) will be paid at the rate of $25,000 monthly
($300,000 annualized) during the Term. Executive’s Base Salary may be increased by the Compensation Committee and/or Board
in their sole discretion, but shall not be decreased without Executive’s consent. Executive’s Base Salary will be paid
at periodic intervals in accordance with the Company’s normal payroll practices for salaried employees.


 


B.Performance
Bonus.


 


a.During
the Initial Term and each subsequent Term, under Section 3, Executive will be eligible for (1) a semi-annual performance bonus
(the “Performance Bonus”) with a target value of $150,000.00 for each six month period ending on April
30 and October 31 of each year (each the “Fiscal Half”), and (2) an intellectual property monetization incentive bonus
(the “Monetization Incentive Bonus”) of the greater of: up to $150,000 per six month period ending on
February 15 and August 15 of each year, or $300,000 within a twelve month period, calculated as follows: 6% of the Company’s
Net Cash Proceeds of the ‘972 Patents and the Non-‘972 Patents.


 


b.The
performance objectives for the Performance Bonus will be developed periodically by the Compensation Committee; and the Compensation
Committee (or its Chairman) will meet and consult with Executive regarding the performance objectives by which the incentive bonus
will be measured (which objectives will be finally determined by the Compensation Committee in its sole discretion). The performance
objectives are expected, but not required, to be based upon objectives such as (i) monetization of various parts of the Company’s
intellectual property portfolio, (ii) cash position and/or cash flow and/or (iii) net income, profit or other earnings and operating
performance measures.


 


c.In
the event that the Compensation Committee, in its sole discretion, determines that the performance bonus criteria have not been
satisfied in full for a particular Fiscal Half, the semi-annual performance bonus can be earned on a partial basis as determined
by the Compensation Committee in its sole discretion. Following each Fiscal Half, the Compensation Committee will use good faith
efforts to make each bonus determination promptly after the information relevant to such period (such as Company financial results,
if relevant to the determination of bonus amounts) becomes available to the Compensation Committee. In all events the relevant
performance bonus, except such bonuses payable due to a Change of Control, shall be paid on the 30th day following the end of such
Fiscal Half.


 






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d.The
Monetization Incentive Bonus shall be paid to Executive semi-annually within thirty (30) days of February 15 and August 15 after
Company receives Net Cash Proceeds for the ‘972 and Non-’972 Patents (each, the “Incentive Bonus Payment Date”).
Fifty percent (50%) of the Monetization Incentive Bonus shall be paid on the first Incentive Bonus Payment Date and the remaining
fifty percent (50%) shall be paid on the second Incentive Bonus Payment Date, provided that the Monetization Incentive Bonus shall
not exceed the greater of $150,000 per six month period, or $300,000 per year. Any Monetization Incentive Bonus in excess of $150,000
that is earned as of an Incentive Bonus Payment Date, or in excess of $300,000 in a year, shall be carried over and included in
the calculation of the Monetization Incentive Bonus for the next Incentive Bonus Payment Date.


 


e.Except
as contemplated by the following sentence, Executive must be employed by the Company on the last day of a Fiscal Half in order
to be eligible to receive a Performance Bonus. In the event of a Change of Control during the Employment Period, (i) Executive
shall be entitled to receive a Performance Bonus for the then current Fiscal Half and the next Fiscal Half, (ii) the Performance
Bonus criteria for both Fiscal Halves will be deemed to have been achieved at the target value, and (iii) the Performance Bonus
for both Fiscal Halves shall be paid on the date of the closing of the transaction that gives rise to the Change of Control.


 


f.In
the event of Executive’s termination without Cause or for Good Reason within twelve (12) months of a Change of Control, the
Company will pay to Executive (i) 100% payout for Net Cash Proceeds for which Executive has not yet been paid, or that are received
in the first 90 days following the termination date, and (ii) 75% payout for Net Cash Proceeds received in the 91st
through 180th days following the termination date. Such payments shall be made within 30 days of the end of each of
the periods described in (i) and (ii) above.


 


g.All
bonuses pursuant to this Section 4B are subject to final approval by the Compensation Committee.


 


C.The
Company may deduct and withhold, from the compensation payable and benefits provided to Executive hereunder, any and all applicable
federal, state, local and other taxes and any other amounts required to be deducted or withheld by the Company under applicable
statute or regulation.


 


D.To
the extent that any compensation paid or payable pursuant to this Agreement is considered “incentive-based compensation”
within the meaning and subject to the requirements of Section 10D of the Exchange Act, such compensation shall be subject to potential
forfeiture or recovery by the Company in accordance with any compensation recovery policy adopted by the Board or any committee
thereof in response to the requirements of Section 10D of the Exchange Act and any implementing rules and regulations thereunder
adopted by the Securities and Exchange Commission or any national securities exchange on which the Company’s common stock
is then listed. This Agreement may be unilaterally amended by the Company to comply with any such compensation recovery policy.


 






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5.Equity
Compensation.


 


A.All
of Executive’s unvested Options shall vest (i) in full upon the consummation of a Change of Control and (ii) pursuant to
the terms of Section 8. The Options shall expire on, and shall not be exercisable after, a date that is not later than the tenth
anniversary of the date of grant (the “Final Exercise Date”).


 


B.Executive
will be eligible for additional option grants as determined by the Board or the Compensation Committee in their sole discretion.


 


C.Notwithstanding
anything in this Agreement to the contrary, the Options and the grants and terms thereof shall be subject in all respects to the
terms of the 2010 Stock Plan, as it may be amended from time to time, and this Agreement shall not amend or be deemed to amend
the 2010 Stock Plan.


 


6.Expense
Reimbursement; Fringe Benefits; Paid Time Off (PTO).


 


A.Executive
will be entitled to reimbursement from the Company for the following expenses incurred by Executive during the Initial Term or
the Term: (i) all reasonable temporary living expenses associated with his residence in or around Austin, TX, (ii) Executive’s
regular travel between Austin, TX and his place of residence in the USA, (iii) car rental and associated expenses, including fuel,
or mileage while in Austin, TX, (iv) the cost to Executive of health care premiums under an insurance policy other than that provided
by the Company’s group health plan, but only up to the value of the Company’s portion of group health premiums under
the Company’s group health plan coverage for individuals only, and (v) customary, ordinary and necessary business expenses
incurred by Executive in the performance of Executive’s duties hereunder, provided that Executive’s entitlement to
such reimbursements shall be conditioned upon Executive’s provision to the Company of vouchers, receipts and other substantiation
of such expenses in accordance with Company policies.


 


B.During
the Employment Period, Executive will be eligible to participate in any group life insurance plan, group medical and/or dental
insurance plan, accidental death and dismemberment plan, short-term disability program and other employee benefit plans, including
profit sharing plans, cafeteria benefit programs and stock purchase and option plans, which are made available to executives of
the Company and for which Executive qualifies under the terms of such plan or plans.


 


C.Executive
shall be eligible for vacation and paid time off (PTO) in accordance with the Company’s policies as in effect from time to
time. Currently, the Company does not accrue for any vacation or paid time off and, accordingly, Executive would not be eligible
to be paid any amounts with respect thereto upon termination of his employment.


 


7.Executive
Covenants.


 


A.Moonlighting.
During the Employment Period, except as permitted by Section 1, Executive will not directly or indirectly, whether for Executive’s
own account or as an employee, director, consultant or advisor, provide services to any business enterprise other than the Company,
unless otherwise authorized by the Board in writing.


 






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B.Transition
and Other Assistance. During the 30 days following the termination of the Employment Period, Executive will take all actions
the Company may reasonably request to maintain the Company’s business, goodwill and business relationships and to assist
with transition matters, all at Company expense. In addition, upon the receipt of notice from the Company (including outside counsel),
during the Employment Period and thereafter, Executive will respond and provide information with regard to matters in which he
has knowledge as a result of his employment with the Company, and will provide assistance to the Company and its representatives
in the defense or prosecution of any claims that may be made by or against the Company, to the extent that such claims may relate
to the period of Executive’s employment with the Company, all at Company expense. During the Employment Period and thereafter,
Executive shall promptly inform the Company if he becomes aware of any lawsuits involving such claims that may be filed or threatened
against the Company. During the Employment Period and thereafter, Executive shall also promptly inform the Company (to the extent
he is legally permitted to do so) if he is asked to assist in any investigation of the Company (or its actions), regardless of
whether a lawsuit or other proceeding has then been filed against the Company with respect to such investigation, and will not
do so unless legally required. The Company will pay Executive at a rate of $350 per hour, plus reasonable expenses, in connection
with any actions requested by the Company under this paragraph following any termination of Executive’s employment, with
such amounts being paid to Executive at periodic intervals in accordance with the Company’s normal payroll practices for
salaried employees. Executive’s obligations under this paragraph shall be subject to the Company’s reasonable cooperation
in scheduling in light of Executive’s other obligations.


 


C.Other
Agreements Between Executive and Company. Nothing herein shall be deemed to modify or waive the Company’s and Executive’s
rights and obligations under Executive’s PIIA or Executive’s Indemnity Agreement, each signed by Executive and each
incorporated herein by this reference.


 


D.Survival
of Provisions. The obligations contained in this Section 7 will survive the termination of Executive’s employment with
the Company and will be fully enforceable thereafter.


 


8.Termination
of Employment.


 


A.General.
Subject to Section 8.D, Executive’s employment with the Company is “at-will” and may be terminated at any time
by either Executive or the Company for any reason (or no reason) in accordance with this Agreement, which will also result in the
Term ending, by the party seeking to terminate Executive’s employment providing written notice of such termination to the
other party; provided, however, that in the event that Executive gives notice of termination to the Company, the Company may, in
its sole discretion, make such termination effective earlier than any notice date.


 


B.Death
and Permanent Disability. Upon termination of Executive’s employment with the Company due to death or permanent disability
during the Term, the employment relationship created pursuant to this Agreement will immediately terminate, the Term will end and
amounts will only be payable under this Agreement as specified in this Section 8.B. Should Executive’s employment with the
Company terminate by reason of Executive’s death or permanent disability during the Employment Period, Executive, or Executive’s
estate, shall be entitled to receive:


 






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a.the
unpaid Base Salary earned by Executive pursuant to Section 4.A for services rendered through the date of Executive’s death
or permanent disability, as applicable, payable in accordance with the Company’s normal payroll practices for terminated
salaried employees;


 


b.reimbursement
of all expenses for which Executive is entitled to be reimbursed pursuant to Section 6.A, payable in accordance with the Company’s
normal reimbursement practices;


 


c.the
right to continue health care benefits under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, at Executive’s
cost, to the extent required and available by law and subject to the Company continuing to maintain a group health plan;


 


d.any
accrued but unpaid Performance Bonus pursuant to Section 4.B; provided that Executive was employed by the Company on the last day
of the Fiscal Half as specified in Section 4.B, payable at such time as provided in Section 4.B;


 


e.any
accrued but unpaid Monetization Incentive pursuant to Section 4.B, (whether related to the current or previous fiscal year) up
to and including 90 days after the date of termination payable to Executive, or his heirs or Estate; and


 


f.the
limited death, disability, and/or income continuation benefits provided under Section 6.B, if any, will be payable in accordance
with the terms of the plans pursuant to which such limited death or disability benefits are provided.


 


Compensation and benefits provided pursuant
to Section 8.B.a. through f., except for the payments related to the 90 days following the termination date, set forth in Section
8.B.e. above, are collectively referred to as the “Accrued Obligations.”


 


If Executive’s death occurs before
payment of any earned Performance Bonus or Monetization Incentive, the applicable payments will be made to the Executive’s
estate. For purposes of this Agreement, Executive will be deemed “permanently disabled” if Executive is so characterized
pursuant to the terms of the Company’s disability policies or programs applicable to Executive from time to time, or if no
such policy is applicable, if the Compensation Committee determines, in its sole discretion, that Executive is unable to perform
the essential functions of Executive’s duties for physical or mental reasons for ninety (90) days in any twelve-month period.


 


C.Termination
for Cause; Resignation without Good Reason. The Company may at any time during the Employment Period, upon written notice summarizing
with reasonable specificity the basis for the Termination for Cause, terminate Executive’s employment hereunder for any act
qualifying as a Termination for Cause. Such termination will be effective immediately upon such notice. Upon any Termination for
Cause (or employee’s resignation other than for Good Reason), Executive shall be solely entitled to receive:


 






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a.the
unpaid Base Salary earned by Executive pursuant to Section 4.A for services rendered through the date of termination, payable in
accordance with the Company’s normal payroll practices for terminated salaried employees;


 


b.reimbursement
of all expenses for which Executive is entitled to be reimbursed pursuant to Section 6.A, payable in accordance with the Company’s
normal reimbursement practices; and


 


c.the
right to continue health care benefits under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, at Executive’s
cost, to the extent required and available by law and subject to the Company continuing to maintain a group health plan.


 


Except as otherwise provided in this Agreement,
no portion of the Performance Bonus shall be paid with respect to the Fiscal Half in which Executive’s employment is terminated
during the Employment Period.


 


D.Involuntary
Termination Without Cause by the Company; Resignation by Executive for Good Reason. The Company shall be entitled to terminate
Executive with or without notice, other than a Termination for Cause, and Executive shall be entitled to resign with or without
Good Reason, in each case at any time; provided, however, that if Executive (1) is terminated by the Company other than in circumstances
constituting a Termination for Cause, or (2) resigns for Good Reason, then Executive shall be solely entitled to receive:


 


a.The
Accrued Obligations through the date of termination;


 


b.The
immediate vesting of all Options and all other awards held by Executive under any equity incentive plan that may be adopted by
the Board, except and only to the extent that (i) any agreement with respect to an award specifically provides otherwise and (ii)
such vesting would not result in the imposition of the additional tax under Section 409A of the Code; and


 


c.Subject
to Sections 8.E, 8.F, 8.G and 9:


 


(i)An
amount equal to the full payout of (i) 100% of the target of Executive’s Performance Bonuses for the current and next Fiscal
Halves, and (ii) any earned but unpaid Monetization Incentive Bonus (whether related to the current or any previous six month periods).
The total of both payments is payable in a single lump sum on the 60th day following the date of termination; and


 


(ii)Severance
pay at a rate equal to 100% of Executive’s monthly Base Salary, as then in effect (less applicable withholding taxes), payable
for twelve (12) months beginning on the 60th day after the date of such termination, to be paid in substantially equivalent installments
in accordance with the Company’s normal payroll practices. The compensation and benefits provided pursuant to Section 8.D.c
are collectively referred to as the “Severance Benefits.”


 






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d.For
purposes of clarity, a termination of Executive’s employment due to Executive’s death or to Executive’s permanent
disability shall not be considered either a termination by the Company without cause or a resignation by Executive for Good Reason,
and such termination shall not entitle Executive (or his heirs or representatives) to any compensation or benefits pursuant to
this Section 8.D.


 


E.Termination
by Non-Renewal. In the event the company fails to renew Executive’s employment before the expiration of this Agreement
on the same or substantially equivalent terms (“Non-Renewal”), Executive shall be entitled to receive:


 


a.The
Accrued Obligations through the date of termination; and


 


b.Payment
of a percentage of the Monetization Incentive Executive would have received had he remained employed for an additional 12 months
according to the following schedule: (i) 100% payout for Net Cash Proceeds received in the first 90 days following Non-Renewal,
(ii) 75% payout for Net Cash Proceeds received in the 91st through 180th days following Non-Renewal, (iii)
50% payout for Net Cash Proceeds received in the 181st through 270th day following Non-Renewal, and (iv)
25% payout for Net Cash Proceeds received in the 271st through 365th day following Non-Renewal. There will
be no payout for Net Cash Proceeds received later than the 365th day following Non-Renewal and any payments owed pursuant
to this Section shall be paid within 10 days of the end of each of the periods described in Sections 8.E.b.(i)-(iv) above.


 


F.Certain
Conditions Regarding Severance Benefits. All Severance Benefits contemplated by Section 8.D.c above are conditional on Executive:
(a) signing a release substantially in the form attached hereto as Exhibit A (the “Release”),
and (b) the nonrevocation of the ADEA Release (as defined in the Release); provided that such Release (including the ADEA
Release) becomes effective and irrevocable no later than sixty (60) days following the termination date or such earlier date required
by the Release (such deadline, the “Release Deadline”). If the Release (including the ADEA Release) does not become
effective by the Release Deadline, Executive will forfeit any rights to all Severance Benefits. In addition, if Executive violates
the terms of the PIIA: (i) prior to the date that the Release becomes effective and irrevocable, then Executive will forfeit any
rights to all Severance Benefits, or (ii) following the date the Release becomes effective and irrevocable, then Executive (x)
must immediately repay all Severance Benefits previously paid to Executive by the Company and (y) will forfeit any rights to all
future Severance Benefits.


 


G.Resignations
from Other Positions. Upon any termination of Executive’s employment, and as a condition to Executive receiving any Severance
Benefits under this Agreement, if so requested by a majority of the Board, Executive will immediately resign (1) as a director
of the Company and any of its subsidiaries, (2) from all officer or other positions of the Company and (3) from all fiduciary positions
(including as trustee) Executive then holds with respect to any employee benefit plans or trusts established, maintained or sponsored
by the Company or by any of its Affiliates. Failure by Executive to resign immediately from all positions described in the immediately
preceding sentence shall result in automatic forfeiture of any and all rights to the Severance Benefits.


 






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H.Options
Upon Termination. Except as otherwise provided in Section 8, upon termination of Executive’s employment for any reason
and subject to the terms of the 2010 Stock Plan, as it may be amended from time to time, including by reason of Executive’s
death or permanent disability, any portion of any options held by the Executive that are not then vested will immediately be forfeited
and expire for no consideration and the remainder of such options will remain exercisable for twelve months thereafter (with the
understanding that any options that are intended to be “incentive stock options” under the Code shall thereupon be
disqualified from such treatment); provided, that any portion of the options held by Executive immediately prior to Executive’s
death, to the extent then exercisable, will remain exercisable for one year following Executive’s death; and provided, further,
that in no event shall any portion of the options be exercisable after the Final Exercise Date.


 


9.Section
409A of the Code.


 


A.General.
This Agreement shall be interpreted and applied in all circumstances in a manner that is consistent with the intent of the parties
that, to the extent applicable, amounts earned and payable pursuant to this Agreement shall constitute short-term deferrals exempt
from the application of Section 409A of the Code and, if not exempt, that amounts earned and payable pursuant to this Agreement
shall not be subject to the premature income recognition or adverse tax provisions of Section 409A of the Code.


 


B.Separation
from Service. References in this Agreement to “termination” of Executive’s employment, “resignation”
by Executive from employment and similar terms shall, with respect to such events that will result in payments of compensation
or benefits, mean for such purposes a “separation from service” as defined under Section 409A of the Code.


 


C.Specified
Executive. In the event any one or more amounts payable under this Agreement constitute a “deferral of compensation”
and become payable on account of the “separation from service” (as determined pursuant to Section 409A of the Code)
of Executive and if as such date Executive is a “specified employee” (as determined pursuant to Section 409A of the
Code), such amounts shall not be paid to Executive before the earlier of (i) the first day of the seventh calendar month beginning
after the date of Executive’s “separation from service” or (ii) the date of Executive’s death following
such “separation from service.” Where there is more than one such amount, each shall be considered a separate payment
and all such amounts that would otherwise be payable prior to the date specified in the preceding sentence shall be accumulated
(without interest) and paid together on the date specified in the preceding sentence.


 


D.Separate
Payments. For purposes of Section 409A of the Code, each payment or amount due under this Agreement shall be considered a separate
payment, and Executive’s entitlement to a series of payments under this Agreement is to be treated as an entitlement to a
series of separate payments.


 


E.Reimbursements.
Any reimbursement to which Executive is entitled pursuant to this Agreement that would constitute nonqualified deferred compensation
subject to Section 409A of the Code shall be subject to the following additional rules: (i) no reimbursement of any such expense
shall affect Executive’s right to reimbursement of any other such expense in any other taxable year; (ii) reimbursement of
the expense shall be made, if at all, not later than the end of the calendar year following the calendar year in which the expense
was incurred; (iii) the right to reimbursement shall not be subject to liquidation or exchange for any other benefit; and (iv)
the right to reimbursement of expenses incurred kind shall terminate one year after the end of the Employment Period.


 






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10.No
Guarantee of Tax Consequences. The Board, the Compensation Committee, the Company and its Affiliates, officers and employees
make no commitment or guarantee to Executive that any federal, state, local or other tax treatment will apply or be available to
Executive or any other person eligible for compensation or benefits under this Agreement and assume no liability whatsoever for
the tax consequences to Executive or to any other person eligible for compensation or benefits under this Agreement.


 


11.Choice
of Law; Jurisdiction. The provisions of this Agreement will be construed and interpreted under the laws of the State of Delaware,
excluding such jurisdiction’s conflict of laws principles. Each of the parties irrevocably consents to the exclusive personal
jurisdiction of the federal and state courts located in Travis County, Texas, as applicable, for any matter arising out of or relating
to this Agreement.


 


12.Entire
Agreement; Severability. This Agreement and the agreements referenced herein contain the entire agreement of the parties relating
to the subject matter hereof, and supersede in their entirety any and all prior agreements, understandings or representations relating
to the subject matter hereof, including the terms of the Original Employment Agreement. For the avoidance of doubt, except to the
extent specified herein, Executive shall have no rights under the Original Employment Agreement. No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly
set forth in this Agreement. The provisions of this Agreement shall be deemed severable and, if any provision is found to be illegal,
invalid or unenforceable for any reason, (a) the provision will be amended automatically to the minimum extent necessary to cure
the illegality or invalidity and permit enforcement and (b) the illegality, invalidity or unenforceability will not affect the
legality, validity or enforceability of the other provisions hereof.


 


13.Amendment;
Committee Authority. This Agreement may be amended, supplemented, or modified only by a written instrument duly executed by
or on behalf of each party hereto. All determinations and other actions required or permitted hereunder to be made by or on behalf
of the Company or the Board may be made by either the Board (excluding Executive therefrom) or the Compensation Committee (or any
other committee subsequently granted authority by the Board); provided that the actions of the Compensation Committee (or any other
committee subsequently granted authority by the Board) shall be subject to the authority then vested in such committee by the Board,
it being understood and agreed that as of the date of this Agreement the Compensation Committee has full authority, concurrent
with the Board, to administer this Agreement; and provided, further, that a decision or action by the Compensation Committee (or
any other committee subsequently granted authority by the Board) hereunder shall be subject to review or modification by the Board
if the Board so chooses.


 


14.Waiver.
The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay
by either party in exercising any right, power, or privilege under this Agreement will operate as a waiver of such right, power,
or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise
of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by
applicable law, (a) no claim or right arising out of this Agreement can be discharged by one party, in whole or in part, by a waiver
or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will
be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed
to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action
without notice or demand as provided in this Agreement.


 






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15.Representations
and Warranties by Executive. Executive represents and warrants to the Company that: (a) Executive has the legal right to enter
into this Agreement and to perform all of the obligations on Executive’s part to be performed hereunder in accordance with
its terms; (b) Executive is not a party to any contract, agreement or understanding, written or oral, which could prevent Executive
from entering into this Agreement or performing all of his duties and responsibilities hereunder; and (c) Executive is not a party
to any agreement containing any non-competition, non-solicitation, confidentiality or other restrictions on Executive’s activities.
Executive further represents and warrants to the Company that, to the best of his knowledge, information and belief, Executive
is not aware of any action taken by Executive (or any failure to act) that could form the basis for a breach of fiduciary duty
or related claim against Executive by any current or former employer.


 


16.Assignment.
Notwithstanding anything else herein, this Agreement is personal to Executive and neither this Agreement nor any rights hereunder
may be assigned by Executive. The Company may assign this Agreement to an affiliate or to any acquiror of all or substantially
all of the business and/or assets of the Company, in which case the term “Company” will mean such affiliate or acquiror.
This Agreement will inure to the benefit of and be binding upon the personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees, legatees and permitted assignees of the parties.


 


17.Arbitration.
Executive agrees that all disagreements, disputes and controversies between Executive and the Company arising under or in connection
with this Agreement will be settled by arbitration conducted before a single arbitrator mutually agreed to by the Company and Executive,
sitting in Austin, Texas or such other location agreed to by Executive and the Company, in accordance with the Commercial Arbitration
Rules of the American Arbitration Association then in effect; provided, however, that if the Company and Executive are unable to
agree on a single arbitrator within 30 days of the demand by another party for arbitration, an arbitrator will be designated by
the Texas Office of the American Arbitration Association. The determination of the arbitrator will set forth in writing findings
of fact and conclusions of law upon which the determination was based, and will be final and binding on Executive and the Company.
Each party waives right to trial by jury and further review or appeal of the arbitrator’s ruling. Judgment may be entered
on the award of the arbitrator in any court having proper jurisdiction. The arbitrator will, in its award, allocate between the
parties the costs of arbitration, including the arbitrator’s fees and expenses, in such proportions as the arbitrator deems
just. Each party shall pay its own attorneys’ fees and expenses in connection with any such arbitration.


 


18.Counterparts,
Facsimile. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy
of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. To the maximum
extent permitted by applicable law, this Agreement may be executed via facsimile.


 






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19.Notices.
Any notice required to be given under this Agreement shall be deemed sufficient, if in writing, and sent by certified mail, return
receipt requested, via overnight courier, or hand delivered to the Company at 11000 North MoPac Expressway, Ste. 150, Austin, Texas
78759, Attn: Chairman of the Compensation Committee and Chief Financial Officer, and to Executive at the most recent address reflected
in the Company’s employment records.


 


Signature page follows.


 




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IN WITNESS WHEREOF, the Company and Executive
have executed this Amended and Restated Employment Agreement to be effective as of the Effective Date.


 


 


 


	 	CROSSROADS SYSTEMS, INC.
	 	 
	 	 
	 	By:	
        /s/ Robert G. Pearse

	 	 	Name:	Robert G. Pearse
	 	 	Title:	Chairman of the Board of Directors


 


	 	 
	 	 
	 	
        /s/ Richard K. Coleman, Jr.

	 	Richard K. Coleman, Jr.


 




     


     


    

 


EXHIBIT A


 


FORM OF RELEASE AGREEMENT


 


Crossroads Systems, Inc.


 


Employment Termination Date: _______________________


 


1. Introduction and General Information.
Signing this release (this “Release”) is one condition to receiving certain benefits offered by Crossroads
Systems, Inc. (the “Company”) that are in addition to anything of value to which you already are entitled.
Reference is made to that certain Amended and Restated Agreement dated November 21, 2013 (the “Agreement”)
between you and the Company. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the
Agreement.


 


The Agreement provides that the Company
will provide certain consideration, if among other requirements, you execute and deliver this Release and do not revoke the ADEA
Release (as defined below) following your termination date and within the periods specified in Section 2(b), as set forth
below. You should thoroughly review and understand the effect of this Release before signing it. To the extent you have any claims
covered by this Release, you will be waiving potentially valuable rights by signing this Release. You also are advised to discuss
this Release with your attorney.


 


2. Releases.


 


(a) General Release. You agree that
the foregoing consideration (including the consideration to be provided pursuant to the Agreement) represents settlement in full
of all outstanding obligations owed to you by the Company and its current and former officers, directors, employees, agents, investors,
attorneys, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns
(collectively, the “Releasees”). You (for yourself, your spouse, executors, heirs, beneficiaries, representatives,
agents, attorneys, assigns, insurers and assurers, and anyone claiming by or through him) hereby and forever release the Releasees
from any and all manner of actions, causes of action, suits, charges, claims, complaints, counterclaims, defenses, demands, damages
or liabilities whatsoever, including, without limitation, attorneys’ fees, known or unknown, accrued or which may ever accrue,
whether based in contract or tort, statutory or common law, of every kind and nature whatsoever, arising from the beginning of
time to the execution date of this Release, and hereafter, whether or not relating to or arising from your employment and termination
of employment with the Company and any act that has occurred as of the date of the execution of this Release in connection with
any service that you may have rendered or may have been requested to render to or on behalf of the Company at any time, other than
the rights and obligations under this Release, and except as to claims arising under the Age Discrimination in Employment Act (“ADEA”),
which are addressed in subsection (b) below. Except as to claims arising under the ADEA, which are covered in subsection (b) below,
and as provided for in subsection (c) below, this Release shall be construed as broadly as possible and shall include without limitation:
(i) any contractual or other claims of employment, benefits, or payment you may have; (ii) any claims arising out of or in connection
with the initiation, termination or existence of your employment relationship with the Company or any service performed on behalf
of the Company; (iii) any claims regarding wages and/or compensation in any form whatsoever, vacation, leaves, bonuses, commissions,
monies, perquisites, benefits, severance, or any other item attributable to or arising in connection with your employment with
the Company; (iv) any and all claims relating to the issuance of all outstanding shares of capital stock of the Company; and (v)
without limitation, claims, if any, arising under the following:


 






     


     


    

 


		·	Title VII of the Civil Rights Act of 1964, as amended;



		·	The Americans with Disabilities Act of 1990, as amended;



		·	The Fair Labor Standards Act of 1938, as amended;



		·	The Family and Medical Leave Act of 1993;



		·	The Employee Retirement Income Security Act of 1974 (ERISA), as amended (non-vested rights);



		·	The Occupational Safety and Health Act of 1970 (OSHA), as amended;



		·	Texas Labor Code § 21.001, et seq. (Texas Employment Discrimination);



		·	Texas Labor Code § 61.001, et seq. (Texas Pay Day Act);



		·	Austin, Texas Code of Ordinance, Title V, Chapters 5-3, 5-5 and 5-6;



		·	any other federal, state or local civil or human rights law or other local, state or federal law, regulation or ordinance;



		·	any public policy, contract, tort, or common law (including, without limitation, those relating to fraud, whistleblower, retaliation,
negligent or intentional conduct of any nature, constructive discharge, emotional distress, personal injury); or



		·	intentional conduct of any nature, constructive discharge, emotional distress, personal injury.



 


(b) ADEA Release. For the good and
valuable consideration provided for under the Agreement, the sufficiency of which is hereby acknowledged, and to which you acknowledge
you are not otherwise entitled, and other valuable consideration, the sufficiency of which is hereby acknowledged, you hereby completely
and forever release and irrevocably discharge each of the Releasees, of and from any and all liabilities, claims, actions, demands,
and/or causes of action, arising under the ADEA on or before the date of this Release (the “ADEA Release”),
and hereby acknowledge and agree that: the Agreement and this Release, including this ADEA Release, was negotiated at arms’
length; the Agreement and this Release, including the ADEA Release, is worded in a manner that you fully understand; you specifically
waive any rights or claims under the ADEA; you knowingly and voluntarily agree to all of the terms set forth in the Agreement and
this Release, including this ADEA Release; you acknowledge and understand that any claims under the ADEA that may arise after the
date of this Release are not waived; the rights and claims waived in this Release and this ADEA Release are in exchange for consideration
over and above anything to which you were already undisputedly entitled; you have been and hereby are advised in writing to consult
with an attorney prior to executing the Agreement, this Release and the ADEA Release; you understand that you have been given a
period of up to twenty-one (21) days to consider the ADEA Release prior to executing it; and you understand that you have been
given a period of seven (7) days from the date of the execution of the ADEA Release to revoke the ADEA Release, and understand
and acknowledge that the ADEA Release will not become effective or enforceable until the revocation period has expired. If you
elect to revoke this ADEA Release, revocation must be in writing and presented to the Board of Directors or their designee within
seven (7) days from the date of the execution of the Release.


 






    A-2 


     


    

 


(c) Notwithstanding the foregoing, by executing
this Release, you shall not be deemed to have waived any rights with respect to your right to exercise vested stock options or
your ownership of vested capital stock of the Company (although pursuant to this subsection (c), you are expressly waiving and
releasing any and all claims, including any shareholder derivative claims, that you may have had from the beginning of time through
the date of this Release as a stockholder of the Company). Furthermore, nothing in this Release is intended to be construed as
a release of your rights of indemnification and exculpation for actions as a director, employee or officer of the Company you have
at law or under the governing documents (charter and bylaws) of the Company or any of its Affiliates (as defined below), any written
indemnity agreement with regard to the foregoing, or any D&O insurance coverage under which you may be covered by in connection
with the foregoing; provided that in no event shall you be entitled to make any claim thereunder, under the Company’s
or the Affiliates’ governing documents or insurance policies, or otherwise in defense of, or for exculpation, indemnification
or advancement with respect to your compliance with this Release or your breach or alleged breach of this Release.


 


(d) Release of Unknown Claims. You
understand and agree, in compliance with any statute or ordinance which requires a specific release of unknown claims or benefits,
that, except where expressly prohibited by law, this Release includes a release of unknown claims, and you hereby expressly waive
and relinquish any and all claims, rights or benefits that you may have which are unknown to you at the time of the execution of
this Release. You understand and agree that if, hereafter, you discover facts different from or in addition to those that you now
know or believe to be true, that the waivers and releases of this Release shall be and remain effective in all respects notwithstanding
such different or additional facts or the discovery of such facts.


 


(e) No Other Claims; Ownership of Claims.
You represent and warrant that you do not presently have on file, and further represent and warrant to the maximum extent allowed
by law that you will not hereafter file, any lawsuits, claims, charges, grievances or complaints against the Company and/or any
of the Releasees in or with any administrative, state, federal or governmental entity, agency, board or court, or before any other
tribunal or panel of arbitrators, public or private, based upon any actions or omissions by the Company and/or any of the Releasees
occurring prior to the date of this Release. To the extent that you are still entitled to file any administrative charge with any
governmental agency, you hereby release any personal entitlement to reinstatement, back pay, or any other types of damages or injunctive
relief in connection with any civil action brought on his behalf after your filing of any administrative charge. Finally, you represent
and agree that you are the sole and lawful owner of all rights, title and interest in and to all released matters, claims and demands
arising out of or in any way related to your employment with the Company and/or the termination thereof.


 


(f) Company’s Remedies for Breach.
You acknowledge and agree that any breach by you of this Release or of your obligations under the Agreement, shall constitute a
material breach of the Agreement, and shall entitle the Company immediately to recover the consideration provided to you in connection
with the Agreement, except as provided by law. Except as provided by law, you shall also be responsible to the Company for all
costs, attorneys’ fees and any and all damages incurred by the Company in: (a) enforcing your obligations under this Release
and the Agreement, including the bringing of any action to recover the consideration, and (b) defending against a claim brought
or pursued by you in violation of the terms of this Release.


 






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3. Non-Disparagement. (a)
You agree that you will not, directly or indirectly, disclose, communicate or publish any disparaging or critical information concerning
the Company or any parent or subsidiary of the Company, or any company controlled by the Company, or any other entity or organization
wholly or partially, directly or indirectly, owned or controlled by the Company (each, an “Affiliate”),
their business, financial condition, professional skills or expertise, suppliers, customers or clients, products or services, operations,
market position, performance, technology, employees, officers, directors, consultants, representatives, agents or investors, or
proprietary or technical information whatsoever, or directly or indirectly cause or encourage others to disclose, communicate,
or publish any disparaging or critical information concerning the same and (b) nothing contained in this paragraph is intended
to prevent any person from testifying truthfully in any legal proceeding in which such person is under a subpoena or other court
order to do so.


 


4. No Interference. You agree
that you will not act in any manner that might damage the business of the Company or its Affiliates or the Company’s investors
or their respective affiliates. You agree that you will not, directly or indirectly, counsel or assist any attorneys or their clients
in the presentation or prosecution of any disputes, differences, grievances, claims, charges or complaints by any third party against
the Company or its Affiliates or the Company’s investors or their respective affiliates and/or any officer, director, employee,
agent, representative, shareholder or attorney of any of the foregoing, provided that nothing herein shall prohibit you from testifying
truthfully in any legal proceeding in which you are under a subpoena or other court order to do so.


 


5. Cooperation. You agree
to cooperate with the Company and its Affiliates, at the Company’s reasonable request and without further consideration,
in all respects concerning any matters which require your assistance, cooperation or knowledge, including communicating with persons
inside or outside the Company and any Affiliate and assistance/availability for any agency, board and legal investigations and
proceedings.


 


6. Confidentiality. You agrees
to keep the terms and conditions of this Release confidential, except for any discussion with family members, accountants, or legal
counsel, or as required by law.


 


7. Severability. If any provision
contained in this Release is determined to be void, illegal or unenforceable, in whole or in part, then the other provisions contained
herein shall remain in full force and effect as if the provision which was determined to be void, illegal or unenforceable had
not been contained herein.


 


8. No Re-Employment. You acknowledge
and agree that by executing this Release, you waive all rights or claims for reinstatement of employment with the Company. You
further agree not to inquire as to, seek or apply for, in any manner whatsoever, any contract or appointment, employment, commission,
job, work, position, duty, station, task, trade, consignment, or any other relationship with the Company, and that any application
for employment to the Company by you will be considered void.


 


9. Re-Affirmation. You agree
and acknowledge that your fulfillment of the obligations contained in your Proprietary Information and Inventions Agreement (your
“PIIA”) are necessary to protect the Company’s Intellectual Property Rights (as defined in your PIIA)
and to preserve the Company’s value and goodwill. You further acknowledge the time, geographic and scope limitations of your
obligations not to compete and not to interfere under your PIIA are reasonable, especially in light of the Company’s desire
to protect its Proprietary Information, and that you will not be precluded from gainful employment if you are obligated not to
compete or interfere with the Company pursuant to the terms of your PIIA. Notwithstanding the foregoing, even if you fail to deliver
or if you validly revoke this Release, nothing shall be deemed to affect the validity of your PIIA or the obligations contained
therein.


 






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10. Choice of Law. This Release
shall be interpreted under and governed by, construed and enforced in accordance with, and subject to, the laws of the State of
Texas, without giving effect to any principles of conflicts of law.


 


11. Voluntary Agreement. YOU
UNDERSTAND AND AGREE THAT YOU MAY BE WAIVING SIGNIFICANT LEGAL RIGHTS BY SIGNING THIS RELEASE, AND REPRESENT THAT YOU HAVE ENTERED
INTO THIS RELEASE VOLUNTARILY, AFTER HAVING THE OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF YOUR OWN CHOOSING, WITH A FULL UNDERSTANDING
OF THE RELEASE AND ALL OF ITS TERMS.


 


[Signature page follows]


 




    A-5 


     


    

 


THE UNDERSIGNED HAS READ AND FULLY CONSIDERED THE RELEASE LANGUAGE
HEREIN AND DESIRES TO ENTER INTO THIS RELEASE. I ALSO HAVE BEEN ADVISED HEREIN IN WRITING TO CONSULT WITH AN ATTORNEY PRIOR TO
SIGNING THIS RELEASE. HAVING ELECTED TO SIGN THIS RELEASE AND RECEIVE THE CONSIDERATION IN THE AGREEMENT, I FREELY AND KNOWINGLY,
AND AFTER DUE CONSIDERATION, ENTER INTO THIS RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS I HAVE OR MIGHT HAVE AGAINST
THE COMPANY AND THE OTHER RELEASED PARTIES AS OF THE DATE I SIGN THIS RELEASE.


 





	 	 
	 	 
	 	Richard K. Coleman, Jr.
	 	 
	 	Date:	 







  


 





	ACKNOWLEDGED AND ACCEPTED: CROSSROADS SYSTEMS, INC.
	 
	By:	 
	Name:	 
	Title:	 
	Date:	 







  



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