0001144204-11-014364 Sample Contracts

THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 11th, 2011 • Crossroads Systems Inc • Computer peripheral equipment, nec • Texas

THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 31, 2007 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and CROSSROADS SYSTEMS (TEXAS), INC., a Texas corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

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RIGHTS AGREEMENT BY AND BETWEEN CROSSROADS SYSTEMS, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, AS RIGHTS AGENT DATED AS OF AUGUST 21, 2002
Rights Agreement • March 11th, 2011 • Crossroads Systems Inc • Computer peripheral equipment, nec • Delaware

THIS RIGHTS AGREEMENT, dated as of August 21, 2002 (the "Agreement"), is entered into by and between Crossroads Systems, Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, a New York corporation (the "Rights Agent").

February 11, 2002 Robert Sims RE: Severance Benefit Plan Dear Mr. Sims
Crossroads Systems Inc • March 11th, 2011 • Computer peripheral equipment, nec

We are pleased to inform you that the Company’s Board of Directors has approved a special severance benefit program for you. The purpose of this letter agreement is to set forth the terms and conditions of your severance benefits and to explain the limitations that will govern their overall value.

April 15, 2009 David Cerf RE: Severance Benefit Plan Dear Mr. Cerf,
Letter Agreement • March 11th, 2011 • Crossroads Systems Inc • Computer peripheral equipment, nec

We are pleased to inform you that the Company’s Board of Directors has approved a special severance benefit program for you. The purpose of this letter agreement is to set forth the terms and conditions of your severance benefits and to explain the limitations that will govern their overall value.

CROSSROADS SYSTEMS, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 11th, 2011 • Crossroads Systems Inc • Computer peripheral equipment, nec • Texas

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October ___, 2010, is made and entered into by and between Crossroads Systems, Inc., a Delaware corporation with headquarters located at 11000 North Mo-Pac Expressway, Austin, TX 78759 (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Purchasers”).

CROSSROADS SYSTEMS, INC. COMMON STOCK PURCHASE WARRANT
Common Stock Purchase • March 11th, 2011 • Crossroads Systems Inc • Computer peripheral equipment, nec • Texas

This COMMON STOCK PURCHASE WARRANT certifies that _____________________, having an address at___________________________________________, or permitted assignees is the registered holder (the “Holder”) of this Common Stock Purchase Warrant (the “Warrant”) to purchase shares of the common stock, par value $.001 per share (the “Common Stock”), of Crossroads Systems, Inc., a Delaware corporation (the “Company”). This Warrant has been issued to the Holder in connection with the private placement of securities offered pursuant to that certain Securities Purchase Agreement, dated _______, 2010 (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.

EMPLOYMENT AGREEMENT
Employment Agreement • March 11th, 2011 • Crossroads Systems Inc • Computer peripheral equipment, nec • Texas

This Employment Agreement (this "AGREEMENT") is made and entered into effective as of October 13, 2003, by and between Crossroads Systems, Inc., a Delaware corporation (the "COMPANY"), and Robert Sims, an individual (the "EXECUTIVE").

April 15, 2009
Jennifer Crane • March 11th, 2011 • Crossroads Systems Inc • Computer peripheral equipment, nec

We are pleased to inform you that the Company’s Board of Directors has approved a special severance benefit program for you. The purpose of this letter agreement is to set forth the terms and conditions of your severance benefits and to explain the limitations that will govern their overall value.

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 11th, 2011 • Crossroads Systems Inc • Computer peripheral equipment, nec

THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 11th day of February, 2008, by and between Silicon Valley Bank (“Bank”) and Crossroads Systems (Texas), Inc., a Texas corporation (“Borrower”) whose address is 11000 North MoPac, Austin, Texas 78759.

SECOND AMENDMENT TO THIRD AMENDMEND AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 11th, 2011 • Crossroads Systems Inc • Computer peripheral equipment, nec

THIS SECOND AMENDMENT to Third Amendment and Restated Loan and Security Agreement (this “Amendment”) is entered into this 8th day of January, 2009, by and between Silicon Valley Bank (“Bank”) and Crossroads Systems (Texas), Inc., a Texas corporation (“Borrower”) whose address is 11000 North MoPac, Austin, Texas 78759.

FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 11th, 2011 • Crossroads Systems Inc • Computer peripheral equipment, nec

THIS FIFTH AMENDMENT to Third Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 29th day of December, 2010, by and between Silicon Valley Bank (“Bank”) and Crossroads Systems (Texas), Inc., a Texas corporation (“Borrower”) whose address is 11000 North MoPac, Austin, Texas 78759.

INDEMNITY AGREEMENT
Indemnity Agreement • March 11th, 2011 • Crossroads Systems Inc • Computer peripheral equipment, nec • Delaware

This Indemnity Agreement is made and entered into as of this 1st day of March, 2011 between Crossroads Systems, Inc., a Delaware corporation (the “Corporation”), and person (“Indemnitee”).

THIRD AMENDMENT TO THIRD AMENDMEND AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 11th, 2011 • Crossroads Systems Inc • Computer peripheral equipment, nec

THIS THIRD AMENDMENT to Third Amendment and Restated Loan and Security Agreement (this “Amendment”) is entered into this 29th day of July, 2009, by and between Silicon Valley Bank (“Bank”) and Crossroads Systems (Texas), Inc., a Texas corporation (“Borrower”) whose address is 11000 North MoPac, Austin, Texas 78759.

CROSSROADS SYSTEMS, INC. SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 11th, 2011 • Crossroads Systems Inc • Computer peripheral equipment, nec • Texas

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of October 22, 2010, is made and entered into by and between Crossroads Systems, Inc., a Delaware corporation with its principal executive offices located at 11000 North Mo-Pac Expressway, Austin, TX 78759 (the “Company”), and each of the purchasers listed on Schedule A hereto (the “Purchasers”).

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