THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Exabyte Corporation (EXBY.OB)

5/17/2006 Proxy Information

Mr. Tankersley is a co-founder and Managing Director of Meritage Private Equity Funds, a Denver-based private equity firm with more than $475 million of committed capital under management.

Ms. Smeltzer McCoy is a Vice President with Meritage Private Equity Funds.

On May 3, 2004, the following related parties purchased shares of Series AA preferred stock and warrants pursuant to the Purchase Agreement as follows: (See page 21 of proxy for table).

The Series AA preferred shares were priced at $1,000 per share and are convertible into Common shares at $1.80 per share, as noted below. The warrants to purchase Common Stock expire after five years and have an exercise price of $1.80 per Common share. The conversion and exercise prices are subject to certain anti-dilution adjustments.

In connection with the sale of the Convertible Notes, described below, the conversion and exercise price of the Series AA Preferred Stock and related warrants was adjusted to the adjusted conversion price of the Convertible Notes, or $1.80 per share.

In connection with the sale of the Series AA Preferred Stock, the Company also entered into Exchange Agreements with all of the then existing holders of the Company’s Series H and Series I preferred stock, pursuant to which such holders exchanged their preferred shares for Series AA preferred shares. The Series H preferred shares were converted into Series AA preferred shares on a one share for one share basis. The Series I preferred shares were converted as follows: one Series AA preferred share for each share of Common Stock the Series I holder would have received upon conversion, including the accrual of all dividends on the Series I shares through December 31, 2004. Under the Exchange Agreements, the Company issued a total of 19,909 Series AA Shares and warrants to purchase 597,271 shares of Common Stock. These warrants have the same terms as those issued to the purchasers of the Series AA shares.

The following related parties exchanged the number of shares indicated with the Company: (See page 21 of proxy for table).

Convertible Notes Offering

On October 31, 2005, the following related parties purchased the principal amount of Convertible Notes and related warrants, as follows: (See page 22 of proxy for table).

Effective October 31, 2005, the Company entered into a Securities Purchase Agreement pursuant to which the Company issued and sold to the purchasers in a private placement (a) $9,550,000 of 10% Secured Convertible Notes, and (b) warrants to purchase in the aggregate 4,775,000 shares of Common Stock. Participants in the financing include a group of institutional investors and Company shareholders.

The Convertible Notes mature, in total, on September 30, 2010, and were initially convertible into Common shares at $2.80 per share. However, on December 1, 2005, the 30-day anniversary of the original issue date, the Conversion Price was adjusted to $1.80 per share (the average of the daily volume weighted average price (or VWAP) for the immediately preceding five trading days but not less than $1.80 per share). The warrants to purchase Common shares expire after five years and had an initial exercise price of $2.80 per Common share; however, the exercise price was also adjusted to equal the adjusted conversion price per share of the Convertible Notes or $1.80 per share. The conversion and exercise prices are subject to rights to acquire Common Stock at below the conversion and exercise prices in effect.

Imation Transactions

For information regarding transactions with Imation, which may be deemed on March 1, 2006, to be the beneficial of more than 5% of our Common Stock, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Media Distribution Agreement” as set forth in Appendix A, 2005 Annual Report to Stockholders. During the year ended December 31, 2005, we recorded revenue from the sale of media products to Imation of $35,075,000.

6/15/2005 Proxy Information

In April 2003, the Company entered into a Third Modification Agreement of its line of credit agreement with Silicon Valley Bank (“SVB”). In connection with the Third Modification, SVB notified the Company that it was in an “over advance” state with respect to its line of credit, and that, in order for SVB to continue to allow the Company to borrow under the line, the Company was required to cause Tom Ward, the Company’s Chief Executive Officer, and Meritage Private Equity Funds, L.P., a significant beneficial owner (together the “Guarantors”), to guarantee up to a maximum of $2,500,000 (with Mr. Ward and Meritage guaranteeing 10% and 90%, respectively, of the amount) for advances in excess of the Company’s credit limit (the “Guaranties”). The Company, through an independent committee of its Board, negotiated agreements with the Guarantors, whereby the Guarantors agreed to such a guarantee in exchange for a specific number of shares of the Company’s common stock, as discussed below. In addition, SVB required that each of the Guarantors enter into a subordination agreement whereby each Guarantor agreed to subordinate to SVB: (1) all of the Company’s present and future indebtedness and obligations to the Guarantor; and (2) all of the Guarantor’s present and future security interests in the Company’s assets and property. Additional guaranties for $250,000 of excess borrowings from other guarantors were obtained in July 2003 under similar terms. Mr. Tankersley is a co-founder and Managing Director of Meritage Private Equity Funds (Meritage), a Denver-based private equity firm with more than $475 million of committed capital under management.

As consideration for the Guaranties, the Company issued to the Guarantors (pro-rata) 25,000,000 shares of its common stock on April 21, 2003, 12,500,000 shares on July 15, 2003, 8,793,252 shares on September 15, 2003, and 3,706,748 shares on March 11, 2004. During July 2003, the Company entered into agreements with two additional shareholders to guarantee an additional $250,000 of borrowings from SVB in exchange for 2,500,000 common shares issued in July and an additional 1,500,000 shares issued in October 2003. The Company determined the fair value of all of the shares based on the market price of the Company’s stock on the date the shares were earned by the Guarantors, and recorded $10,146,000 of stock-based interest expense during 2003. All of the Guaranties were terminated in November 2003. The excess borrowing availability was substantially utilized by the Company during the period of time that the Guaranties were in effect.

On April 30, 2004, Exabyte entered into the Purchase Agreement pursuant to which the Company issued and sold to the purchasers in a private placement (a) 25,000 shares of Series AA preferred stock of the Company and (b) warrants to purchase in the aggregate 7.5 million shares of Common Stock. The Company received in the aggregate gross proceeds of $25 million from this financing on May 3, 2004. Participants in the financing included a group of institutional investors and existing Exabyte shareholders.

The Series AA preferred shares were priced at $1,000 per share and are convertible into 1,000 Common shares at $1 per share. The warrants to purchase Common Stock expire after five years and carry an exercise price of $1.00 per Common share. The conversion and exercise prices are subject to certain anti-dilution adjustments. The following related parties purchased the number of shares of series AA preferred stock and warrants following their name pursuant to the Purchase Agreement: (Table on page 37 of proxy)

In conjunction with Purchase Agreement, the Company also entered into Exchange Agreements with all of the then existing holders of the Company’s Series H and Series I preferred stock, pursuant to which such holders exchanged their preferred shares for Series AA preferred shares and warrants. The Series H preferred shares were converted into Series AA preferred shares on a one share for one share basis. The Series I preferred shares were converted as follows: one Series AA preferred share for each share of Common Stock the Series I holder would have received upon conversion, including the accrual of all dividends on the Series I shares through December 31, 2004. Under the Exchange Agreements, the Company issued a total of 19,909.063 Series AA Shares and warrants to purchase 5,972,712 shares of Common Stock. These warrants have the same terms as those issued to the Purchasers. The following related parties exchanged the number of shares indicated with the Company: (Table on page 38 of proxy)

The Company is, from time to time, subjected to certain claims, assertions or litigation by outside parties as part of its ongoing business operations. The outcomes of any such contingencies are not expected to have a material adverse impact on the consolidated financial condition, results of the operations or cash flows of the Company.

On April 26, 2005, The D.I.C. Creditors’ Trust and J Gregg Pritchard, Trustee on behalf of the D.I.C. Creditors’ Trust, (together, the “Plaintiffs”) filed their Original Complaint against the Company to Avoid Transfers and Objection to Proof of Claim (the “Complaint”) in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division (the “Bankruptcy Court”). The Complaint was filed in connection with the chapter 11 bankruptcy cases of Daisytek, Inc. and its affiliated debtors (collectively, the “Daisytek Debtors”), jointly administered Case No. 03-34762 pending before the Bankruptcy Court.

Through the Complaint, the Plaintiffs seek to avoid and recover approximately $2,764,000 in payments allegedly made to the Company from one or more of the Daisytek Debtors prior to their respective bankruptcy filings, asserting that the payments constitute preferential transfers or fraudulent transfers. In addition, the Plaintiffs seek disallowance of the proof of claim filed by the Company in the amount of approximately $5,954,000 against the bankruptcy estate of Digital Storage, Inc., one of the Daisytek Debtors and a former distributor of the Company’s products. The Company denies the allegations contained in the Complaint and believes that it has meritorious defenses to those allegations. Neither the claim filed by the Company nor any liability relating to the preferential payments, if any, have been reflected in the Company’s financial statements.

5/21/2004 Proxy Information

In April 2003, the Company entered into a Third Modification Agreement of its line of credit agreement with Silicon Valley Bank ("SVB"). In connection with the Third Modification, SVB notified the Company that it was in an "over advance" state with respect to its line of credit, and that, in order for SVB to continue to allow the Company to borrow under the line, the Company was required to cause Tom Ward, the Company's Chief Executive Officer, and Meritage Private Equity Funds, L.P., a significant beneficial owner (together the "Guarantors"), to guarantee up to a maximum of $2,500,000 (with Mr. Ward and Meritage guaranteeing 10% and 90%, respectively, of the amount) for advances in excess of the Company's credit limit (the "Guaranties"). The Company, through an independent committee of its Board, negotiated agreements with the Guarantors, whereby the Guarantors agreed to such a guarantee in exchange for a specific number of shares of the Company's common stock, as discussed below. In addition, SVB required that each of the Guarantors enter into a subordination agreement whereby each Guarantor agreed to subordinate to SVB: (1) all of the Company's present and future indebtedness and obligations to the Guarantor; and (2) all of the Guarantor's present and future security interests in the Company's assets and property. Additional guaranties for $250,000 of excess borrowings from other guarantors were obtained in July 2003 under similar terms.

As consideration for the Guaranties, the Company issued to the Guarantors (pro-rata) 25,000,000 shares of its common stock on April 21, 2003, 12,500,000 shares on July 15, 2003, 8,793,252 shares on September 15, 2003, and 3,706,748 shares on March 11, 2004. During July 2003, the Company entered into agreements with two additional shareholders to guarantee an additional $250,000 of borrowings from SVB in exchange for 2,500,000 common shares issued in July and an additional 1,500,000 shares issued in October 2003. The Company determined the fair value of all of the shares based on the market price of the Company's stock on the date the shares were earned by the Guarantors, and recorded $10,146,000 of stock-based interest expense during 2003. All of the Guaranties were terminated in November 2003. The excess borrowing availability was substantially utilized by the Company during the period of time that the Guaranties were in effect.

5/27/2003 Proxy Information

G. Jackson Tankersley serves as a director of Exabyte Corporation and on the boards of several private companies, some of which are Meritage portfolio companies. Stephanie L. Smeltzer is a Vice President with Meritage Private Equity Funds, a Denver-based fund with over $475 million in committed capital. Meritage Investment Partners, LLC, a 10% beneficial owner of Exabyte stock.

From 1987 until 1997, Peter D. Behrendt was Chairman and Chief Executive Officer of Exabyte Corporation.