ContractSecurities Purchase Agreement • November 4th, 2005 • Meritage Private Equity Fund Lp • Computer storage devices • New York
EXHIBIT 16 TO SCHEDULE 13D SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 31, 2005, by and among Exabyte Corporation, a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act (as defined below), and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company in the aggregate, up to $11,000,000 of Securities. NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agrees as follows: ARTICLE I DEF
ContractMeritage Private Equity Fund Lp • November 4th, 2005 • Computer storage devices
EXHIBIT 18 TO SCHEDULE 13D NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITE
Contract13d Security Agreement • November 4th, 2005 • Meritage Private Equity Fund Lp • Computer storage devices • Colorado
EXHIBIT 20 TO SCHEDULE 13D SECURITY AGREEMENT This Security Agreement (this “Agreement”) is entered into as of October 31, 2005 by and between (i) Exabyte Corporation, a Delaware corporation (“Grantor”), and (ii) the purchasers of Grantor’s 10% Secured Convertible Subordinated Notes due September 30, 2010 (the “Notes”) listed on the signature pages hereto and their successors in interest (collectively, “Secured Party”). Capitalized terms used and not defined herein have the respective meanings set forth in the Notes. In consideration of Secured Party’s provision of financing in the principal amount of at least $8,000,000 and not more than $11,000,000 to Grantor pursuant to a purchase of the Notes, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor and Secured Party agree as follows:
Contract13d Registration Rights Agreement • November 4th, 2005 • Meritage Private Equity Fund Lp • Computer storage devices
EXHIBIT 19 TO SCHEDULE 13D REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 31, 2005, among Exabyte Corporation, a Delaware corporation (the “Company”), and the purchasers of the Notes (as defined below) signatory hereto (each such purchaser is a “Purchaser” and all such purchasers are, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof among the Company and the Purchasers (the “Purchase Agreement”). The Company and the Purchasers hereby agree as follows: 1. Definitions Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:
