Exhibit 4.9


 


	RIGHTS CERTIFICATE #:	 	NUMBER OF RIGHTS




THE TERMS AND CONDITIONS OF THE
RIGHTS OFFERING ARE SET FORTH IN THE COMPANY'S PROSPECTUS DATED _____ __, 2015 (THE "PROSPECTUS") AND ARE
INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM INVESTORCOM, INC.,
 THE
INFORMATION AGENT, BY EMAIL AT info@investor-com.com, BY TELEPHONE AT (877) 972-0090
 OR BY MAIL AT INVESTORCOM,
INC., 65 LOCUST AVENUE, NEW CANAAN, CT 06840.


 


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 Common Stock of Crossroads Systems, Inc.


 


Subscription Price:$____ per Share


 


THE SUBSCRIPTION RIGHTS WILL EXPIRE
IF NOT EXERCISED ON OR BEFORE _____ P.M., NEW YORK CITY TIME, ON _______ __, 2015, 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 Common Stock, with a par
value of $0.001 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 as to Use of Crossroads Systems, Inc.
Subscription Rights Certificates” accompanying this Subscription Rights Certificate. If any shares of Common Stock
available for purchase in the Rights Offering are not purchased by other holders of Rights pursuant to the exercise
of their Basic Subscription Right (the “Excess Shares”), any Rights holder that exercises its Basic Subscription
Right in full may subscribe for a number of Excess Shares pursuant to the terms and conditions of the Rights Offering,
subject to the NOL Protection Mechanics, 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 the full payment of the subscription price for each share of Common Stock in
accordance with the “Instructions as to Use of Sample corporation, Inc. Subscription Rights Certificates” that
accompany this 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, Chief Executive Officer	 	Secretary
	and Principal Executive Officer	 	 












 





 





 



    	 



    	 



    




 





DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS
CERTIFICATE


 


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


If delivering by mail, hand or overnight
courier:


American Stock Transfer & Trust Company,
LLC


Operations Center


Attn: Reorganization Department


6201 15th Avenue


Brooklyn, New York 11219


 


PLEASE PRINT ALL INFORMATION CLEARLY
AND LEGIBLY.







 





FORM 1-EXERCISE OF SUBSCRIPTION RIGHTS


 


To subscribe for shares pursuant
to your Basic Subscription Right, please complete lines (a) and (c) and sign under Form 3 below. 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 Right 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 Right
or Over-Subscription Privilege, as applicable.


 


(a) EXERCISE OF BASIC SUBSCRIPTION RIGHT:


 


I apply for ______________ shares x $ ____                      =   $_______________


  (no. of new shares)               (subscription price)      (amount
enclosed)


 


(b) EXERCISE OF OVER-SUBSCRIPTION PRIVILEGE


 


If you have exercised your Basic
Subscription Right in full and wish to subscribe for additional shares pursuant to your Over-Subscription Privilege:


 


I apply for ______________ shares x $ ____                      =   $_______________


  (no. of new 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 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, a certificate representing unexercised subscription rights or the proceeds of any sale of
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) the protection mechanics described
in the Prospectus are valid, binding and enforceable against me; (2) any purported exercise of Rights, in violation of the protection
mechanics section, will be void and of no force and effect; (3) the Company has the right to void and cancel (and treat as if never
exercised) any exercise of Rights, and shares issued pursuant to an exercise of Rights, if any of the agreements, representations
or warranties of mine in the subscription documents are false; and (4) I have contacted the Information Agent as requested in the
Prospectus if I currently hold own more than, or would potentially increase my current holdings of the Company’s common stock
from fewer than 967,976 shares to greater than 967,976 shares by participating in the Rights Offering. Under penalties of perjury,
I certify that the information contained herein is true, complete and correct.


 





	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 2.


  


	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 CROSSROADS SYSTEMS, INC. SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT INVESTORCOM, INC., THE INFORMATION AGENT, AT (877) 972-0090
OR BY E-MAIL AT INFO@INVESTOR-COM.COM.