Exhibit 4.1


 


THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE
STATE SECURITIES LAWS (THE “STATE ACTS”), AND SHALL NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE
TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT BY REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY TO
THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE 1933 ACT AND THE STATE ACTS.


 


CROSSROADS SYSTEMS, INC.

COMMON STOCK PURCHASE WARRANT

To Purchase [ ] Shares of Common Stock


 


	 	Date of Issuance:		,      2013
	 	 	 	 
	 	Warrant No.:	 


 


VOID
AFTER MARCH [ ], 2018


 


THIS CERTIFIES THAT,
for value received, [ ], or permitted registered assigns (the “Holder”),
is entitled to subscribe for and purchase at the Exercise Price (defined below) from Crossroads Systems, Inc., a Delaware corporation
(the “Company”), up to [ ] shares of the common stock of
the Company, par value $0.001 per share (the “Common Stock”). This warrant is one of a series of warrants issued
by the Company as of the date hereof (individually, a “Warrant”, and collectively, “Company Warrants”)
pursuant to that certain Securities Purchase Agreement between the Company and the parties signatory thereto, dated as of March
22, 2013 (the “Securities Purchase Agreement”). The Holder takes this Warrant subject to the terms and restrictions
set forth in the Transaction Documents (as defined in the Securities Purchase Agreement) and shall be entitled to certain rights
and privileges as set forth in the Transaction Documents.


 


1.           Definitions.
Capitalized terms used herein but not otherwise defined herein shall have their respective meanings as set forth in the Securities
Purchase Agreement. As used herein, the following terms shall have the following respective meanings:


 


(a)          “Exercise
Period” shall mean the period commencing with the date that is the later of (i) six months after the Closing Date or
(ii) the Stockholder Meeting Date, and ending on the fifth anniversary of the Closing Date, unless sooner terminated as provided
below.


 


(b)          “Exercise
Price” shall initially mean $2.00 per share, subject to adjustment pursuant to Section 5 below.


 




    	 



    	 



    

 


(c)          “Person”
means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company,
joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically
listed herein.


 


(d)          “Stockholder
Approval” shall mean the approval by the holders of the majority of the Common Stock of the Company at the next Annual
Meeting of the stockholders of the Company of the provisions of Section 5.2 herein.


 


(e)          “Stockholder
Meeting Date” shall mean the date of the next Annual Meeting of the stockholders of the Company.


 


(f)          “Trading
Day” shall mean any day on which the principal Trading Market is open for business.


 


(g)          “Trading
Market” shall mean any of the following markets or exchanges on which the Common Stock is listed or quoted for trading
on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the
New York Stock Exchange or the OTC Bulletin Board (or any successors to any of the foregoing).


 


(h)          “Warrant
Shares” shall mean the shares of Common Stock issuable upon exercise of this Warrant.


 


2.            Exercise
of Warrant.


 


2.1           Exercise
Mechanics. The rights represented by this Warrant may, subject to Section 7 below, be exercised in whole or in part
at any time during the Exercise Period, by delivery of the following to the Company at its address set forth on the signature page
hereto (or at such other address as it may designate by notice in writing to the Holder):


 


(a)          A
complete and duly executed Notice of Exercise, by or for the benefit of the Holder, in the form attached hereto as Exhibit A;
and


 


(b)          Payment
of the Exercise Price either in cash or by check (subject to the limitations in Section 2.3 below), or pursuant to the “cashless
exercise” procedures set forth in Section 4 below.


 


Execution and delivery
of the Notice of Exercise shall have the same effect as cancellation of the portion of the original Warrant so exercised, and this
Warrant shall evidence the right to purchase the remaining number of Warrant Shares, if any. If requested by the Company, the Holder
agrees to provide this Warrant, or an affidavit of lost security, to the Company within a reasonable period after the delivery
of the Notice of Exercise.


 




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Certificates for shares
purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account of the Holder’s
prime broker with the Depository Trust Company through its Deposits and Withdrawal at Custodian (DWAC) system if the Company is
a participant in such system, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise
within three (3) business days from the delivery to the Company of the Notice of Exercise, surrender of this Warrant and payment
of the aggregate Exercise Price as set forth above. This Warrant shall be deemed to have been exercised on the date the Exercise
Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and the Holder or any other person so
designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date
this Warrant has been exercised by payment to the Company of the Exercise Price. If by the close of the third full Trading Day
after delivery of a Notice of Exercise, the Company fails to deliver to the Holder a certificate representing the required number
of Warrant Shares in the manner required pursuant to this Section 2, and if after such third Trading Day and prior to the
receipt of such Warrant Shares, the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver
in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”),
then the Company shall, within three Trading Days after the Holder’s request and in the Holder’s sole discretion, either
(i) pay in cash to the Holder an amount equal to the Holder’s total purchase price (including brokerage commissions, if any)
for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation
to deliver such certificate (and to issue such Warrant Shares) shall terminate or (ii) promptly honor its obligation to deliver
to the Holder a certificate or certificates representing such Warrant Shares and pay cash to the Holder in an amount equal to the
excess (if any) of the Buy-In Price over the product of (A) such number of Warrant Shares, times (B) the closing bid price on the
date of the event giving rise to the Company’s obligation to deliver such certificate.


 


The person in whose
name any Warrant Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder of record of such
shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective of the date of
delivery of such certificate or certificates, except that, if the date of such surrender and payment is a date when the stock transfer
books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close of business
on the next succeeding date on which the stock transfer books are open.


 


To the extent permitted
by law, the Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and
unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to
any provision hereof, the recovery of any judgment against any person or entity or any action to enforce the same, or any setoff,
counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person or entity
of any obligation to the Company or any violation or alleged violation of law by the Holder or any other person or entity, and
irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with
the issuance of Warrant Shares. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it
hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect
to the Company’s failure to timely deliver certificates representing the Warrant Shares upon exercise of this Warrant as
required pursuant to the terms hereof.


 


2.2           Issuance
of New Warrants. Upon any partial exercise of this Warrant, the Company, at its expense, will forthwith and, in any event within
five (5) business days, issue and deliver to the Holder a new warrant or warrants of like tenor, registered in the name of the
Holder, exercisable, in the aggregate, for the balance of the number of the Warrant Shares remaining available for purchase under
this Warrant.


 




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2.3           Exercise
Limitations; Holder’s Restrictions. Notwithstanding anything in this Warrant or the Securities Purchase Agreement to
the contrary, a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise,
to the extent that after giving effect to such issuance after exercise, such Holder (together with such Holder’s affiliates),
as set forth on the applicable Notice of Exercise, would beneficially own in excess of [9.99%/4.99% in the case of purchasers
of Sub-Series F-2] of the number of shares of the Common Stock outstanding immediately after giving effect to such issuance,
unless the Holder of this Warrant elects to waive the provisions of this Section 2.3 upon not less than 61 days’
prior notice to the Company; provided, however, that in no event shall a Holder have the right to exercise any portion of this
Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise,
such Holder (together with such Holder’s affiliates), as set forth on the applicable Notice of Exercise, would beneficially
own in excess of 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such issuance.
For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its affiliates
shall include the number of shares of Common Stock issuable upon exercise of this Warrant if this Warrant is exercisable for shares
of Common Stock with respect to which the determination of such sentence is being made, but shall exclude the number of shares
of Common Stock which would be issuable upon (a) exercise of the remaining, non-exercised portion of this Warrant beneficially
owned by such Holder or any of its affiliates and (b) exercise or conversion of the unexercised or non-converted portion of any
other securities of the Company (including, without limitation, any other shares of Common Stock or Warrants) subject to a limitation
on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its affiliates.
Except as set forth in the preceding sentence, for purposes of this Section 2.3, beneficial ownership shall be calculated
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder (the “Exchange Act”), it being acknowledged by a Holder that the Company is not representing to such Holder
that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules
required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2.3 applies, the
determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder) and of which portion
of this Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of a Notice of Exercise shall be
deemed to be each Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by
such Holder) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation,
and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section
2.3, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares
of Common Stock as reflected in (x) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K,
as the case may be, filed with the SEC, (y) a more recent public announcement by the Company or (z) any other notice by the Company
or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon its receipt of the written
or oral request of a Holder, the Company shall within two (2) Trading Days of such receipt confirm orally and in writing to such
Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by such Holder
or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported.


 




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3.            Covenants
of the Company.


 


3.1           Due
Authorization. The Company covenants and agrees that all Warrant Shares that may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance, be validly issued and outstanding, fully paid and nonassessable, and free from
all taxes, liens and charges with respect to the issuance thereof.


 


3.2           Available
Shares. The Company covenants and agrees that the Company will, at all times during the Exercise Period, have authorized and
reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights
represented by this Warrant. During the Exercise Period, if the number of authorized but unissued shares Common Stock shall not
be sufficient to permit exercise of this Warrant into the applicable Warrant Shares, the Company will take such corporate action
as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number
of shares as shall be sufficient for such purposes.


 


3.3           Registration
Rights. The Holder and any assignee or transferee of the Holder shall have the registration rights specified in the Registration
Rights Agreement.


 


3.4           No
Impairment. Except and to the extent as waived or consented to by each holder of Warrants, the Company will not, by amendment
of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to
be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions
of this Warrant and in the taking of all such action as may be necessary or appropriate in order to protect the exercise rights
of the Holder against impairment.


 


4.            Cashless
Exercise. If this Warrant is (a) exercisable for Warrant Shares and (b) if at any such time there is no effective Registration
Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant
may also be exercised at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive
a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


(A) =
the VWAP on the Trading Day immediately preceding the date of such election;


 


(B) = the Exercise Price of this
Warrant, as adjusted; and


 


(X) =
the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a
cash exercise rather than a cashless exercise.


 




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“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on the principal Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on the principal Trading Market on which the Common Stock is then listed or quoted for trading as reported by Bloomberg
L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time); (b) if the Common Stock is
not then quoted for trading on a Trading Market and if prices for the Common Stock are then reported in the “Pink Sheets”
published by OTC Markets Group Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the
most recent bid price per share of the Common Stock so reported; or (c) in all other cases, the fair market value of a share of
Common Stock as determined by an independent appraiser selected in good faith by the Holders of Company Warrants representing at
least 90% of the number of Warrant Shares then subject to outstanding Company Warrants and reasonably acceptable to the Company,
the fees and expenses of which shall be paid by the Company.


 


5.            Adjustment
of Exercise Price and Shares.


 


5.1           Stock
Dividends, Split-Ups, Recapitalizations, Etc. In the event of changes in the outstanding Common Stock of the Company by reason
of stock dividends, split-ups, recapitalizations, reclassifications, combinations or exchanges of shares, separations, reorganizations,
liquidations, consolidation, acquisition of the Company (whether through merger or acquisition of substantially all the assets
or stock of the Company), or the like, the number, class and type of shares available under this Warrant in the aggregate and the
Exercise Price shall be correspondingly adjusted to give the Holder of this Warrant, on exercise for the same aggregate Exercise
Price, the total number, class, and type of shares or other property as the Holder would have owned had this Warrant been exercised
prior to the event and had the Holder continued to hold such shares until the event requiring adjustment. The form of this Warrant
need not be changed because of any adjustment in the number of Warrant Shares subject to this Warrant.


 


5.2           Ratchet.
In the event the Company shall at any time after the date of this Warrant issue Additional Shares of Common Stock (as defined in
the Certificate of Designation for the Company’s Series F Convertible Preferred Stock) (including Additional Shares of Common
Stock deemed to be issued thereunder)), without consideration or for a consideration per share less than the Exercise Price in
effect immediately prior to such issue, then the Exercise Price shall be reduced, concurrently with such issue, to the consideration
per share received by the Company for such issue or deemed issue of the Additional Shares of Common Stock; provided that if such
issuance or deemed issuance was without consideration, then the Company shall be deemed to have received an aggregate of $0.001
of consideration for all such Additional Shares of Common Stock issued or deemed to be issued. The provisions of this Section
5.2, (a) shall not apply unless they are approved by the holders of a majority of the outstanding shares of Common Stock at
the next Annual Meeting of stockholders of the Company (the “Stockholder Approval”) and (b) shall no longer
apply upon the earlier to occur of (i) twelve (12) months following the date of this Warrant or (ii) the date on which the Company
files an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q with the Securities and Exchange Commission indicating a
positive earnings per share for the last three (3) month period covered by the Annual Report on Form 10-K or the three (3) month
period covered by the Quarterly Report on Form 10-Q (excluding one-time, non-operational gains).


 




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5.3           Certificate
of Adjustment. Upon the occurrence of each adjustment pursuant to this Section 5, the Company at its expense will, at
the written request of the Holder, promptly compute such adjustment in accordance with the terms of this Warrant and prepare a
certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type of
Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise
to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the Company will
promptly deliver a copy of each such certificate to the Holder and to the Company’s transfer agent.


 


6.            Fractional
Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant
hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining
whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in
the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled
to such fraction a sum in cash equal to the product resulting from multiplying the then current Fair Market Value of a share of
Common stock by the fractional share not to be issued. “Fair Market Value” of one share of Common Stock shall
mean (a) the average of the closing sales prices for the shares of Common Stock on the principal Trading Market as reported by
Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable
to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”)
for the ten (10) consecutive trading days immediately preceding such date, or (b) if the foregoing does not apply, the last sales
price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg,
or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg, or (c) if
Fair Market Value cannot be calculated as of such date on either of the forgoing bases, the Fair Market Value shall be as determined
by the Board of Directors of the Company in the exercise of its good faith judgment.


 




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7.            Fundamental
Transactions. If, at any time while this Warrant is outstanding, (a) the Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company with or into another Person, (b) the Company, directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets
in one or a series of related transactions, (c) any, direct or indirect, purchase offer, tender offer or exchange offer (whether
by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange
their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding shares
of Common Stock, (d) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property, or (e) the Company, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the
outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or
party to, or associated or affiliated with the Persons making or party to, such stock or share purchase agreement or other business
combination) (each, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the holder
shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the
occurrence of such Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation or of
the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant
is exercisable immediately prior to such Fundamental Transaction. For purposes of any such exercise, the determination of the Exercise
Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable
in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among
the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.
If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant
following such Fundamental Transaction.


 


8.            No
Stockholder Rights. Other than as provided herein, this Warrant in and of itself shall not entitle the Holder to any voting
rights or other rights as a stockholder of the Company.


 


9.            Transfer
of Warrant. Subject to compliance with any applicable laws, this Warrant and all rights hereunder are transferable, by the
Holder in person or by duly authorized attorney, only upon delivery of this Warrant and the form of assignment attached hereto
to any transferee designated by the Holder. The transferee shall sign an investment letter in form and substance reasonably satisfactory
to the Company and its counsel.


 


10.           Lost,
Stolen, Mutilated or Destroyed Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company may, on such terms
as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender
thereof for cancellation at the office of the Company), issue a new Warrant of like denomination and tenor as this Warrant so lost,
stolen, mutilated or destroyed. Any such new Warrant shall constitute an original contractual obligation of the Company, whether
or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.


 


11.           Notices,
Etc. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal
delivery to the party to be notified, (b) when sent by confirmed telex, electronic transmission or facsimile if sent during normal
business hours of the recipient, if not, then on the next business day, (c) five days after having been sent by registered or certified
mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying
next day delivery, with written verification of receipt. All communications shall be sent to the Company at the address listed
on the signature page hereto to the attention of the Chief Financial Officer (with a copy to Doug Berman, Esq., 4925 Greenville
Avenue, Suite 200, Dallas, TX 75206) and to the Holder at the applicable address set forth on the applicable signature page to
the Securities Purchase Agreement or at such other address as the Company or the Holder may designate by ten (10) days advance
written notice to the other parties hereto.


 




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12.           Acceptance.
Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained
herein.


 


13.           Governing
Law. This Warrant shall be governed by, and construed in accordance with, the laws of the State of Delaware. The Holder hereby
submits to the non-exclusive jurisdiction of the federal and state courts in the City of Wilmington, Delaware in any suit or proceeding
arising out of or relating to this Agreement or the transactions contemplated thereby. The Holder irrevocably and unconditionally
waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Warrant in federal and
state courts in the City of Wilmington, Delaware and irrevocably and unconditionally waives and agrees not to plead or claim in
any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum.


 


14.           Amendment
or Waiver. Any term of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively
or prospectively) only by an instrument in writing signed by the Company and the Holder. No waivers of any term, condition or provision
of this Warrant, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such
term, condition or provision.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK]


 




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IN WITNESS WHEREOF,
the Company has caused this Warrant to be executed by its duly authorized officer as of _______________, 2013.


 


	 	CROSSROADS SYSTEMS, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




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EXHIBIT
A


 


NOTICE OF
EXERCISE


 


TO:CROSSROADS SYSTEMS, INC.


 


(1)         The
undersigned hereby elects to purchase [__________] shares of the common stock, par value $0.001 (the “Common Stock”),
of Crossroads Systems, Inc. (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith
payment of the applicable exercise price in full, together with all applicable transfer taxes, if any, subject to the limitations
set forth in Section 2.3 of the Warrant.


 


(2)         Please
issue the certificate for shares of Common Stock in the name of, and pay any cash for any fractional share to:


 


	 	 	 
	 	Print or type name	 
	 	 	 
	 	 	 
	 	Social Security or other Identifying Number	 
	 	 	 
	 	 	 
	 	Street Address	 
	 	 	 
	 	 	 
	 	City, State, Zip Code	 


 


(3)         If
such number of shares shall not be all the shares purchasable upon the exercise of the Warrants evidenced by this Warrant, a new
warrant certificate for the balance of such Warrants remaining unexercised shall be registered in the name of and delivered to:


 


Please insert Social
Security or other identifying number: ____________________


 


(Please print name and address)


 


	Dated:	 	 	 
	 	(Date)	 	(Signature)
	 	 	 	 
	 	 	 	 
	 	 	 	(Print Name)


 




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ASSIGNMENT
FORM


 


(To assign the foregoing
Warrant, execute this form and supply required information. Do not use this form to purchase shares.)


 


FOR VALUE RECEIVED,
the foregoing Warrant and all rights evidenced thereby are hereby assigned to


 


	Name:	 
	 	(Please Print)
	 	 
	Address:	 
	 	(Please Print)
	Dated:	_____________________, 201_
	 	 
	Holder’s Signature:	 
	 	 
	Holder’s Address:	 


 


NOTE: The signature to this Assignment
Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatever.
Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority
to assign the foregoing Warrant. 




  








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