Exhibit 10.17.1


 


LETTER AGREEMENT


 


To the Investors in the Crossroads


Systems,
Inc. March 2013 private


placement


 


		Re:	Registration Rights Agreement, dated March 28, 2013



 


Dear Investors:


 


Reference is made to
that certain Registration Rights Agreement, dated March 28, 2013, by and among Crossroads Systems, Inc. (the “Company”)
and the Investors party thereto (the “Registration Rights Agreement”). The Company and the undersigned
Investors, who collectively constitute the “Required Investors” (as defined in the Registration Rights Agreement),
desire by this letter agreement (this “Letter Agreement”) to amend the Registration Rights Agreement
to clarify provisions related to the registration with the Securities and Exchange Commission of Company securities issued in March
2013 to such Investors and to remove the obligation of the Company to register the Preferred Shares. Capitalized term used and
not defined herein have the respective meanings ascribed thereto in the Registration Rights Agreement.


 


The Company and the
undersigned Investors hereby agree as follows:


 


1.           Amendment.
The definition of “Shares” set forth in Section 1 of the Registration Rights Agreement shall be amended
and restated in its entirety to read as follows:


 


““Shares”
means (i) the Conversion Shares and (ii) the Warrant Shares.”


 


2.           Miscellaneous.


 


a.    Effectiveness
of Letter Agreement. This Letter Agreement shall be effective upon execution by (i) the Company and (ii) Investors constituting
the “Required Investors.”


 


b.    Full
Force and Effect. To the extent not expressly amended hereby, the Registration Rights Agreement remains in full force and
effect.


 


c.    Governing
Law. This Letter Agreement shall be construed in accordance with the laws of the state of delaware, without regard to the
principles of conflicts of laws.


 


d.    Counterparts.
This Letter Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together
shall be deemed to constitute one instrument. A facsimile, telecopy or other reproduction of this Letter Agreement may be executed
by one or more parties hereto, and an executed copy of this Letter Agreement may be delivered by one or more parties hereto by
facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen,
and such execution and delivery shall be considered valid, binding and effective for all purposes.


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the undersigned has executed this Letter Agreement on the date and year indicated.


 


	 	COMPANY:
	 	 
	 	Crossroads Systems, Inc.


 


	 	By:	/s/ Richard K Coleman, Jr.
	 	 	Richard K. Coleman, Jr.
	 	 	President and CEO


 


	 	Date:	July 2, 2013


 


Signature Page to Letter re:


Registration Rights Agreement of


Crossroads Systems, Inc.


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the undersigned has executed this Letter Agreement on the date and year indicated.


 


INVESTOR:


 


	Date:	July 2, 2013	 


 


	If an entity:	 	If an individual
	 	 	 
	ACT Capital Partners	 	 
	(name of entity)	 	(print name)


 


	By:	/s/ Amir L. Ecker	 	 
	Name: Amir L. Ecker	 	Signature
	Title: General Partner	 	 


 


Signature Page to Letter re:


Registration Rights Agreement of


Crossroads Systems, Inc.


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the undersigned has executed this Letter Agreement on the date and year indicated.


 


INVESTOR:


 


	Date:	July 2, 2013	 


 


	If an entity:	 	If an individual
	 	 	 
	 	 	Amir L. Ecker
	(name of entity)	 	(print name)


 


	By:	 	 	/s/ Amir L. Ecker
	Name:	 	 	Signature
	Title:	 	 	 


 


Signature Page to Letter re:


Registration Rights Agreement of


Crossroads Systems, Inc.


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the undersigned has executed this Letter Agreement on the date and year indicated.


 


INVESTOR:


 


	Date:	July 2, 2013	 


 


	If an entity:	 	If an individual
	 	 	 
	The Ecker Family Partnership	 	 
	(name of entity)	 	(print name)


 


	By:	/s/ Amir L. Ecker	 	 
	Name: Amir L. Ecker	 	Signature
	Title: General Partner	 	 


 


Signature Page to Letter re:


Registration Rights Agreement of


Crossroads Systems, Inc.


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the undersigned has executed this Letter Agreement on the date and year indicated.


 


INVESTOR:


 


	Date:	July 2, 2013	 


 


	If an entity:	 	If an individual
	 	 	 
	Delaware Charter G&T	 	 
	Cust FBO Amir Ecker IRA	 	 
	(name of entity)	 	(print name)


 


	By:	/s/ Amir L. Ecker	 	 
	Name:	Amir L Ecker	 	Signature
	Title:	 	 	 


 


Signature Page to Letter re:


Registration Rights Agreement of


Crossroads Systems, Inc.


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the undersigned has executed this Letter Agreement on the date and year indicated.


 


INVESTOR:


 


	Date:	July 2, 2013	 


 


	If an entity:	 	If an individual
	 	 	 
	 	 	Maria T. Ecker
	(name of entity)	 	(print name)


 


	By:	 	 	/s/ Maria T. Ecker
	Name:	 	 	Signature
	Title:	 	 	 


 


Signature Page to Letter re:


Registration Rights Agreement of


Crossroads Systems, Inc.


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the undersigned has executed this Letter Agreement on the date and year indicated.


 


INVESTOR:


 


	Date:	July 2, 2013	 


 


	If an entity:	 	If an individual
	 	 	 
	Delaware Charter G&T	 	 
	Cust FBO Amir Ecker IRA	 	 
	(name of entity)	 	(print name)


 


	By:	/s/ Maria T. Ecker	 	 
	Name:	Maria T. Ecker	 	Signature


 


Signature Page to Letter re:


Registration Rights Agreement of


Crossroads Systems, Inc.


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the undersigned has executed this Letter Agreement on the date and year indicated.


 


INVESTOR:


 


	Date:	July 1, 2013	 


 


	If an entity:	 	If an individual


 


	Name: 	Wolverine Flagship Fund Trading Ltd.	 	 
	By:  	Wolverine Asset Management, LLC	 	 
	Its:  	 Investment Manager	 	 
	 	 	(print name)


 


	By:	/s/ Michael Adamski	 	 
	Name:	Michael Adamski	 	Signature
	Title:	Chief Legal Officer	 	 


 


Signature Page to Letter re:


Registration Rights Agreement of


Crossroads Systems, Inc.


 




    	 



    	 



    





  


IN WITNESS WHEREOF,
the undersigned has executed this Letter Agreement on the date and year indicated.


 


INVESTOR:


 


	Date:	June 28, 2013	 


 


	If an entity:	 	If an individual
	 	 	 
	Diker
    MicroCap Fund	 	 
	(name of entity)	 	(print name)


 





	By:	/s/
    Mark Diker	 	 
	Name: 	Mark
    Diker	 	Signature
	Title:	CEO	 	 


  


Signature Page to Letter re:


Registration Rights Agreement of 


Crossroads Systems, Inc.


  




    	 



    	 



    

 


IN WITNESS WHEREOF,
the undersigned has executed this Letter Agreement on the date and year indicated.


 


INVESTOR:


 





	Date:	July 2, 2013	 


 


	If an entity:	 	If an individual
	 	 	 
	Jeb Partners, L.P.	 	 
	(name of entity)	 	(print name)


 


	By:	/s/ James Besser	 	 
	Name: 	James Besser	 	Signature
	Title: 	Managing Member	 	 



  


Signature Page to Letter re:


Registration Rights Agreement of 


Crossroads Systems, Inc.


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the undersigned has executed this Letter Agreement on the date and year indicated.


 


INVESTOR:


 








	Date:	July 2, 2013	 


 


	If an entity:	 	If an individual
	 	 	 
	 	 	James
Besser
	(name of entity)	 	(print name)


 


	By:		 	/s/
James Besser
	Name:	 	 	Signature
	Title:	 	 	 






 


Signature Page to Letter re:


Registration Rights Agreement of 


Crossroads Systems, Inc.


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the undersigned has executed this Letter Agreement on the date and year indicated.


 


INVESTOR:


 











	Date:	 June 28, 2013	 


 


	If an entity:	 	If an individual
	 	 	 
	Porter Partners, L.P.	 	
	(name of entity)	 	(print name)


 


	By:	/s/ Jeffrey H. Porter	 	
	Name: 	Jeffry H. Porter	 	Signature
	Title: 	General Partner	 	 






  


Signature Page to Letter re:


Registration Rights Agreement of 


Crossroads Systems, Inc.


 




    	 



    	 



    

 






 


IN WITNESS WHEREOF,
the undersigned has executed this Letter Agreement on the date and year indicated. 


 


INVESTOR:


 


	Date:	June 28, 2013	 	 
	 	 	 	 
	If an entity:	 	If an individual
	 	 	 	 
	EDJ Limited	 	 
	(name of entity)	 	(print name)
	 	 	 	 
	By:	/s/ Jeffrey H. Porter	 	 
	Name:	Jeffry H. Porter	 	Signature
	Title: 	Investment Advisor	 	 
	 	 	 	 


 


Signature Page to Letter re:


Registration Rights Agreement of 


Crossroads Systems, Inc.


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the undersigned has executed this Letter Agreement on the date and year indicated. 


 


	INVESTOR:	 	 
	 	 	 	 
	Date:	July 2, 2013	 	 
	 	 	 	 
	If an entity:	 	If an individual
	 	 	 	 
	 	 	Peter G. Stanley and Susan H. Stanley
	(name of entity)	 	(print name)
	 	 	 	 
	By:	 	 	/s/ Peter G. Stanley /s/ Susan H. Stanley
	Name:	 	 	Signature
	Title: 	 	 	 


  


Signature Page to Letter re:


Registration Rights Agreement of 


Crossroads Systems, Inc.


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the undersigned has executed this Letter Agreement on the date and year indicated. 


 


	INVESTOR:	 	 
	 	 	 	 
	Date:	July 2, 2013	 	 
	 	 	 	 
	If an entity:	 	If an individual
	 	 	 	 
	 	 	Phyllis D. Kalista
	(name of entity)	 	(print name)
	 	 	 	 
	By:	 	 	/s/ Phyllis D. Kalista
	Name:	 	 	Signature
	Title: 	 	 	 


 


Signature Page to Letter re:


Registration Rights Agreement of 


Crossroads Systems, Inc


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the undersigned has executed this Letter Agreement on the date and year indicated. 


 


	INVESTOR:	 	 
	 	 	 	 
	Date:	June 28, 2013	 	 
	 	 	 	 
	If an entity:	 	If an individual
	 	 	 	 
	 	 	John G. Lauroesch
	(name of entity)	 	(print name)
	 	 	 	 
	By:	 	 	/s/ John G. Lauroesch
	Name:	 	 	Signature
	Title: 	 	 	 


 


Signature Page to Letter re:


Registration Rights Agreement of 


Crossroads Systems, Inc